10-K – 2026-03-02 – asts-20251231.htm

On June 13, 2025, the Company announced a Settlement Term Sheet (the “Term Sheet”) among various parties including the Company, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). Pursuant to the Term Sheet, as long as Ligado’s Chapter 11 plan is confirmed and as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to the Company, in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur (the “Backstop Commitment”), the Company agreed that, with respect to the $ 550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, the Company will pay $ 420.0 million to Ligado for the benefit of Inmarsat on October 31, 2025, $ 100.0 million to Ligado for the benefit of Inmarsat on March 31, 2026 and $ 15.0 million to Ligado for the benefit of Inmarsat on receipt of specified regulatory approvals and the closing of the Spectrum Usage Rights Transaction. The remaining $ 15.0 million would be payable to Ligado at the closing. On June 23, 2025, the Bankruptcy Court approved the transactions (the “Spectrum Usage Rights Transaction”) contemplated in the Strategic Collaboration Term Sheet. On or about September 29, 2025, the Bankruptcy Court confirmed Ligado’s Chapter 11 plan. On October 31, 2025, the Company made the $ 420.0 million payment to Ligado for the benefit of Inmarsat and presented the $ 420.0 million payment as capital advances to Ligado within Other non-current assets in the Company’s consolidated balance sheets. The remaining obligations in the Term Sheet constitute an off-balance sheet commitment as of December 31, 2025 whose obligations were not recognized in the consolidated financial statements.
The Backstop Commitment provided by Ligado’s financial sponsors has been memorialized in an amendment to Ligado’s debtor in possession financing arrangements and has been approved by the Bankruptcy Court. The funds under the $ 520.0 million Backstop Commitment will be available to be drawn by Ligado only in the event the applicable regulatory approvals are not obtained in accordance with the definitive documents between the Company and Ligado, and is subject to the satisfaction of certain other limited conditions. The proceeds of the Backstop Commitment can only be used to refund the Company for the amount that we paid to Ligado for the benefit of Inmarsat prior to receipt of the applicable regulatory approvals.
To support consideration payments in connection with the Ligado Transaction, on July 15, 2025 (the “Credit Facility Closing Date”), SpectrumCo entered into a credit agreement (the “Credit Agreement”) with Sound Point Agency LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto. SpectrumCo has not yet drawn any funds under the Sound Point Credit Agreement. The Sound Point Credit Agreement provides for a non-recourse senior-secured delayed-draw term loan facility (“Sound Point Credit Facility”) in an aggregate principal amount of $ 550.0 million (“Loan Amount”). Subject to the satisfaction of certain conditions, the Credit Facility will be available to SpectrumCo to draw until October 5, 2026 with an option to extend for an additional 180 days (“Availability Period”) subject to payment of an additional 1 % fee on the Loan Amount. The Sound Point Credit Facility will be available to SpectrumCo upon the satisfaction of certain conditions, including, among others, (i) entry into security documents and other related documents, (ii) receipt of all required regulatory and Federal Communications Commission (“FCC”) approvals relating to the Spectrum Usage Rights Transaction, (iii) occurrence of certain bankruptcy-related events pertaining to Ligado and (iv) certain other customary conditions to funding. The Sound Point Credit Facility will be secured by substantially all of the assets of SpectrumCo and the newly formed subsidiary that will purchase and collect the receivables associated with the revenues generated from use of the L-band spectrum (“RevenueCo”). RevenueCo will also act as a guarantor under the Sound Point Credit Facility. SpectrumCo’s assets are not available to satisfy the claims of creditors of the Company or AST LLC. Neither the Company nor AST LLC will be liable as a borrower or guarantor or otherwise for any payments owing in connection with the Sound Point Credit Facility, and the lenders’ recourse to the assets of AST LLC will be limited to AST LLC’s equity interests both in SpectrumCo and in RevenueCo.
The Sound Point Credit Facility required SpectrumCo to pay a commitment fee equal to 2 % of the Loan Amount, which SpectrumCo has fully paid. The Sound Point Credit Facility also includes a ticking fee equal to 0.15 % of the Loan Amount payable on a monthly basis from the Credit Facility Closing Date to the date the Sound Point Credit Facility is drawn. If SpectrumCo terminates the Sound Point Credit Facility prior to the end of the Availability Period, SpectrumCo will be required to pay a termination fee, payable in cash or shares of the Company’s Class A Common Stock at SpectrumCo’s option, ranging from 1 % to 5 % of the Loan Amount depending on when SpectrumCo terminates the Sound Point Credit Facility. The Sound Point Credit Facility also requires SpectrumCo to pay an upfront fee equal to 3 % of the Loan Amount that will become payable when SpectrumCo draws on the Sound Point Credit Facility (and will act as a reduction to proceeds received) and other fees, which became payable starting from the Credit Facility Closing Date. During the year ended December 31, 2025, the Company recognized $ 4.0 million for the amortization of the commitment fee within Interest expense in the consolidated statements of operations. The remaining unamortized commitment fee was presented within Other current assets in the consolidated balance sheets.
In addition to the Sound Point Credit Agreement, which has not been drawn under, on October 31, 2025, BackstopCo entered into the UBS Loan Agreement with UBS AG, Stamford Branch, as lender. Refer to Note 7 Debt for details.
As of December 31, 2025, the Company recorded $ 185.6 million of advanced consideration for the spectrum usage rights asset being acquired by the Company through the Spectrum Usage Rights Transaction within Intangible assets, net in the consolidated balance sheets that consisted of $ 121.2 million representing the grant date fair value of the Penny Warrants issued to Ligado,

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$ 41.6 million in payments made or accrued towards the L-band Annual Payment and $ 18.5 million in payments made towards the Crown Castle Annual Payment, and approximately $ 4.3 million of direct third-party transaction costs. The closing of the Spectrum Usage Rights Transaction is still subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions.

15. Global S-Band Spectrum Priority Rights Acquisition

 
On September 25, 2025, the Company acquired 100 % of the issued and outstanding equity interests in EllioSat Ltd., whose wholly owned subsidiary, Sky and Space Global (UK) Limited holds certain S-Band ITU priority rights to Mobile Satellite Services frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO (the “Transaction”). The Transaction has a total consideration of $ 64.5 million, to be paid in stock or cash at the Company’s election, with (i) $ 26.0 million paid at closing, (ii) $ 10.0 million to be paid on the second anniversary of closing, and (iii) $ 10.0 million to be paid on the third anniversary of closing. Additionally, the Company is obligated to pay $ 16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and $ 1.85 million upon continuous operation of such L/S satellite for a period of at least 90 days.
The Transaction was accounted for as an asset acquisition. As of December 31, 2025, the Company recorded approximately $ 59.6 million of indefinite-lived intangible asset related to the ITU priority rights acquisition within Intangible assets, net in the consolidated balance sheets that consisted of the $ 42.9 million of purchase consideration, approximately $ 1.8 million of direct third-party transaction costs, and $ 14.9 million of increase in the intangible asset’s carrying amount due to deferred tax liabilities recognized for the temporary cost and tax bases differences. The $ 42.9 million of purchase consideration included (i) $ 26.0 million paid at closing in shares of the Company’s Class A Common Stock, (ii) the present value of $ 10.0 million to be paid by the Company on the second anniversary of closing, which is presented within Other non-current liabilities in the consolidated balance sheets and (iii) the present value of $ 10.0 million to be paid by the Company on the third anniversary of closing which is presented within Other non-current liabilities in the consolidated balance sheets. The Company did not recognize the $ 18.5 million allocated to the acquisition of an operational L/S satellite as the related milestones were not met as of December 31, 2025.

16. Vodafone Joint Venture

 
On July 7, 2025, the Company and Vodafone entered into an agreement to create SatCo, a jointly-owned European satellite service business headquartered in Luxembourg, to exclusively distribute the Company’s broadband satellite services to MNOs in European markets. In addition, SatCo is expected to deploy a small network of earth stations that integrate with operators of existing 4G/5G terrestrial networks, providing backhaul links, as well as extended coverage across Europe from the anticipated satellite constellation in LEO. Upon formation of the joint venture, the Company contributed exclusive distribution rights at a determined fair value of approximately $ 23.5 million, as a non-cash consideration, in return for a $ 5.9 million equity investment in SatCo and a $ 17.6 million receivable from SatCo that carries an annual interest of 6.6 %. The Company recognized interest income of $ 0.6 million during the year ended December 31, 2025. Both the equity investment and the accrued balance of the receivable are reported within Other non-current assets in the consolidated balance sheets. The Company accounted for the difference between the fair value of the exclusive distribution rights and its cost basis as non-current contract liabilities which the Company expects to recognize over the exclusivity period commencing with the initiation of commercial services.
SatCo is a variable interest entity of which the Company is not a primary beneficiary, and the Company accounts for its investment using the equity method of accounting. During the year ended December 31, 2025, the Company recognized a loss from equity method investment of $ 0.8 million for its proportional share of SatCo’s loss and reduced the carrying value of the equity method investment. T he loss from equity method investment is reported within Other (expense) income, net in the consolidated statements of operations. In addition, the Company recognized revenue of $ 2.1 million from gateway equipment sales to SatCo for the year ended December 31, 2025 and eliminated the intra-entity profit on such sale through an increase in loss from equity method investment and the carrying value of the equity method investment.

17. Subsequent Events

 
Subsequent events have been evaluated through the date of the issuance of the financial statements. As of such date, there were no subsequent events identified that required recognition or disclosure other than as described in the footnotes herein.

Item 16. Form 10-K Summary
None.

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SIGNAT URES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

AST SPACEMOBILE, INC.

 

 

By:

/s/ ABEL AVELLAN

Chairman and Chief Executive Officer
Principal Executive Officer

 
KNOW ALL THESE PRESENT, that each person whose signature appears below constitutes and appoints Abel Avellan, Andrew Johnson and Maya Bernal, and each of them, his or her true and lawful attorneys-in-fact and agents, and with power of substitution and resubstitution, for him/her and in his/her name, place and stead, and in any and all capacities, to sign the Annual Report on Form 10-K of AST SpaceMobile, Inc. for the fiscal year ended December 31, 2025, to sign any and all amendments thereto, and to file such Annual Report and amendments, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 

Signature

Title

Date

 

 

 

/s/ ABEL AVELLAN

Chairman and Chief Executive Officer
Principal Executive Officer and Director

March 2, 2026

Abel Avellan

 

 

 

 

 

/s/ ANDREW JOHNSON

Chief Financial Officer, Chief Legal Officer and Director
Principal Financial Officer

March 2, 2026

Andrew M. Johnson

 

 

 

 

 

/s/ MAYA BERNAL

Chief Accounting Officer
Principal Accounting Officer

March 2, 2026

Maya Bernal

 

 

 

 

 

/s/ ADRIANA CISNEROS

Director

March 2, 2026

Adriana Cisneros

 

 

 

 

 

/s/ LUKE IBBETSON

Director

March 2, 2026

Luke Ibbetson

 

 

 

 

 

/s/ ED KNAPP

Director

March 2, 2026

Ed Knapp

 

 

 

 

 

/s/ KEITH LARSON

Director

March 2, 2026

Keith Larson

 

 

 

 

 

/s/ RONALD RUBIN

Director

March 2, 2026

Ronald Rubin

 

 

 

 

 

/s/ RICHARD SARNOFF

Director

March 2, 2026

Richard Sarnoff

 

 

 

 

 

/s/ JULIO A. TORRES

Director

March 2, 2026

Julio A. Torres

 

 

 

 

 

/s/ JOHAN WIBERGH

Director

March 2, 2026

Johan Wibergh

 

 

 

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