10-Q – 2025-08-11 – asts-20250630.htm

*

 

 

Net loss before allocation to noncontrolling interest

 

(135,903

)

 

 

(131,350

)

 

 

(4,553

)

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

(36,509

)

 

 

(58,800

)

 

 

22,291

 

 

 

(38

)

 

Net loss attributable to common stockholders

$

(99,394

)

 

$

(72,550

)

 

$

(26,844

)

 

 

37

 

%

 
* Percentage greater than or equal to 100 or not meaningful
 
Revenues
 
Revenues increased by $0.3 million, or 28%, to $1.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily attributable to increase in revenue from completion of performance obligations under agreements with prime contractors for U.S. Government contracts.
 
Engineering Services Costs
 
Total engineering services costs increased by $7.4 million, or 35%, to $28.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was attributable to a $4.9 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $1.4 million increase in consultants and professional fees, a $1.0 million increase in AIT facilities and activities and engineering development centers costs resulting from expansion of global facilities footprint, and a $0.1 million increase in other expenses.
 
General and Administrative Costs
 
Total general and administrative costs increased by $9.4 million, or 53%, to $27.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was attributable to a $5.4 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing and our joint venture with Vodafone, a $2.3 million increase in consultants and other professional services, $1.0 million increase in payroll and employee related costs driven by an increase in headcount, and a $0.7 million increase in other expense.
 
Research and Development Costs
 
Total R&D costs increased by $1.9 million, or 43%, to $6.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in R&D costs was primarily attributable to the development and design of the Block 2 BB satellites beyond FM 1 and our ASIC chip, partially offset by completion of the development of the Block 1 BB satellites.
 
Depreciation and Amortization

32

 

 
Total depreciation and amortization expense decreased by $8.7 million, or 43%, to $11.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The decrease was due to a lower depreciation expense recognized for the Block 1 BB satellites, which we launched in September 2024, as compared to the depreciation expense recognized in the comparative period for the BW3 test satellite which was fully depreciated as of August 30, 2024.
 
Loss on Remeasurement of Warrant Liabilities
 
The fair value adjustment for Private Placement Warrants outstanding at June 30, 2025 resulted in a loss of $65.0 million for the three months ended June 30, 2025 as compared to a loss of $66.1 million for the three months ended June 30, 2024. The decrease in loss was largely driven by changes in our share price.
 
Interest Expense
 
Interest expense increased by $0.7 million, or 15%, to $5.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in interest expense was largely due to an increase in interest expense recognized on the 2032 4.25% Convertible Notes we issued on January 27, 2025, partially offset by decreases in interest expense recognized on the 2034 Convertible Notes, which we converted into shares of our Class A Common Stock on January 22, 2025, and on a senior secured credit facility which we terminated on November 13, 2024.
 
Interest Income
 
Interest income was $8.0 million for the three months ended June 30, 2025 as compared to interest income of $2.7 million for three months ended June 30, 2024. The increase was driven by a higher cash and cash equivalents balance held in interest bearing short-term money market funds.
 
Other Income (Expense), Net
 
Other income, net was $0.3 million for the three months ended June 30, 2025, as compared to other income, net of $0.3 million for three months ended June 30, 2024. The net change of less than $0.1 million was primarily due to a $2.2 million decrease in loss on disposal of fixed assets and a $0.7 million increase in foreign exchange gain, offset by a $2.6 million decrease in other non-operating income and a $0.3 million increase in other expense.
 
Income Tax Expense
 
The provision for income taxes was $(0.7) million and $(0.2) million for the three months ended June 30, 2025 and 2024, respectively. The consolidated effective tax rate for the three months ended June 30, 2025 and 2024 was (0.54)% and (0.18%), respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.
 
Net Loss attributable to Noncontrolling Interest
 
Net loss attributable to noncontrolling interest was $36.5 million for the three months ended June 30, 2025 as compared to $58.8 million for the three months ended June 30, 2024. This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC, partially offset by an increase in net loss generated at AST LLC.
 

33

 

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
 
We report our results of operations under one operating segment. The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 (in thousands), and the discussion that follows compares the six months ended June 30, 2025 to the six months ended June 30, 2024.
 

 

For the Six months ended
June 30,

 

 

 

(unaudited)

 

2025

 

 

2024

 

 

$ Change

 

 

% Change

Revenues

$

1,874

 

 

$

1,400

 

 

$

474

 

 

 

34

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Engineering services costs

 

55,802

 

 

 

40,719

 

 

 

15,083

 

 

 

37

 

 

General and administrative costs

 

45,626

 

 

 

30,126

 

 

 

15,500

 

 

 

51

 

 

Research and development costs

 

13,528

 

 

 

8,711

 

 

 

4,817

 

 

 

55

 

 

Depreciation and amortization

 

22,678

 

 

 

40,336

 

 

 

(17,658

)

 

 

(44

)

 

Total operating expenses

 

137,634

 

 

 

119,892

 

 

 

17,742

 

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Loss on remeasurement of warrant liabilities

 

(68,238

)

 

 

(47,926

)

 

 

(20,312

)

 

 

42

 

 

Interest expense

 

(10,393

)

 

 

(9,332

)

 

 

(1,061

)

 

 

11

 

 

Interest income

 

16,213

 

 

 

4,872

 

 

 

11,341

 

 

*

 

 

Other (expense) income, net

 

(443

)

 

 

250

 

 

 

(693

)

 

*

 

 

Total other income (expense), net

 

(62,861

)

 

 

(52,136

)

 

 

(10,725

)

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax expense

 

(198,621

)

 

 

(170,628

)

 

 

(27,993

)

 

 

16

 

 

Income tax expense

 

(910

)

 

 

(526

)

 

 

(384

)

 

 

73

 

 

Net loss before allocation to noncontrolling interest

 

(199,531

)

 

 

(171,154

)

 

 

(28,377

)

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

(54,431

)

 

 

(78,874

)

 

 

24,443

 

 

 

(31

)

 

Net loss attributable to common stockholders

$

(145,100

)

 

$

(92,280

)

 

$

(52,820

)

 

 

57

 

%

 
* Percentage greater than or equal to 100 or not meaningful
 
Revenues
 
Revenues increased by $0.5 million, or 34%, to $1.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in revenues was primarily attributable to increase in revenue from resale of gateway equipment to MNOs.
 
Engineering Services Costs
 
Total engineering services costs increased by $15.1 million, or 37%, to $55.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributable to a $9.8 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $2.2 million increase in AIT facilities and activities and engineering development centers costs resulting from the expansion of our global facilities footprint, a $2.1 million increase in consultants and professional fees, and a $1.0 million increase in other expenses.
 
General and Administrative Costs
 
Total general and administrative costs increased by $15.5 million, or 51%, to $45.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributable to a $6.7 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing and our joint venture with Vodafone, a $5.8 million increase in consultants and other professional services, a $2.2 million increase in payroll and employee related costs driven by an increase in headcount, and a $0.8 million increase in other expenses.
 
Research and Development Costs
 
Total R&D costs increased by $4.8 million, or 55%, to $13.5 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in R&D costs was primarily attributable to the development and design of the Block 2 BB satellites beyond FM 1, partially offset by completion of the development of the Block 1 BB satellites.

34

 

Depreciation and Amortization
 
Total depreciation and amortization expense decreased by $17.7 million, or 44%, to $22.7 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease was due to a lower depreciation expense recognized for the Block 1 BB satellites, which we launched in September 2024, as compared to the depreciation expense recognized in the comparative period for the BW3 test satellite, which was fully depreciated as of August 30, 2024.
 
Loss on Remeasurement of Warrant Liabilities
 
The fair value adjustment for Private Placement Warrants outstanding at June 30, 2025 resulted in a loss of $68.2 million for the six months ended June 30, 2025 as compared to a loss of $47.9 million for the six months ended June 30, 2024. The increase in loss was largely driven by changes in our share price.
 
Interest Expense
 
Interest expense increased by $1.1 million, or 11%, to $10.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in interest expense was largely due to an increase in interest expense recognized on the 2032 4.25% Convertible Notes we issued on January 27, 2025, partially offset by decreases in interest expense recognized on the 2034 Convertible Notes, which we converted into shares of our Class A Common Stock on January 22, 2025, and on a senior secured credit facility, which we terminated on November 13, 2024.
 
Interest Income
 
Interest income increased by $11.3 million to $16.2 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was driven by a higher cash and cash equivalents balance held in interest bearing short-term money market funds.
 
Other Income (Expense), Net
 
Other expense, net was $0.4 million for the six months ended June 30, 2025, as compared to other income, net of $0.3 million for the six months ended June 30, 2024. The $0.7 million increase in other expense, net was primarily due to a $2.6 million decrease in other non-operating income and a $0.3 million increase in other expense, partially offset by a $2.2 million decrease in loss on disposal of fixed assets.
 
Income Tax Expense
 
The provision for income taxes was $(0.9) million and $(0.5) million for the six months ended June 30, 2025 and 2024, respectively. The consolidated effective tax rate for the six months ended June 30, 2025 and June 30, 2024 was (0.45%) and (0.31%), respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.

Net Loss Attributable to Noncontrolling Interest
 
Net loss attributable to noncontrolling interest was $54.4 million for the six months ended June 30, 2025 as compared to $78.9 million in the six months ended June 30, 2024. This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC, partially offset by an increase in net loss generated at AST LLC.

Liquidity and Capital Resources
 
Our current sources of liquidity are cash and cash equivalents on hand. As of June 30, 2025, we had $939.4 million of cash and cash equivalents on hand, including $15.8 million of restricted cash. In July 2025, we raised additional net proceeds of approximately $111.3 million from the sale of shares of our Class A Common Stock under the 2025 ATM Equity Program (defined below) and approximately $506.0 million from the issuance of the 2032 2.375% Convertible Notes after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us and paying the cost of the capped call hedge. We believe our existing cash and cash equivalents on hand will be sufficient to meet our anticipated cash requirements, including current working capital needs, planned operating expenses and capital expenditures for a period of the next 12 months from the date of this Quarterly Report.

The design, assembly, integration, testing and launch of satellites and related ground infrastructure is capital intensive. We continue to estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of over 90 Block 2 BB satellites to be approximately $21.0 million to $23.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and related launch terms and evaluate a multitude of launch opportunities. The estimated average capital cost per Block 2 BB satellite is based on securing future launch contracts with more favorable terms, diversifying our supply chain to include cost-effective and low-cost suppliers, cost reductions due to the benefits of economies of scale, continuous process improvements, and other factors. If we are unable to achieve the supply chain diversifications, cost reductions, process improvements, and secure favorable future launch contracts, the average capital cost of the Block 2 BB satellites will be higher and such variations could be material .

35

 

We believe we need to launch and operate a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites) in order to provide noncontinuous coverage to the most commercially attractive MNO markets and potentially generate cash flow from operating activities. We continue to believe that we are fully funded for operating expenses and capital expenditures necessary to design, manufacture, and launch 20 Block 2 BB satellites and operate a constellation of 25 BB satellites. We believe the operation of a constellation of 25 BB satellites will enable us to secure additional sources of financing, including potentially generating cash flows from operating activities to help fund the buildup of the remaining constellation along with our cash on hand that we have begun to deploy in support of manufacturing up to 40 Block 2 BB satellites. Our launch agreements with multiple launch providers allow us to accelerate a planned launch campaign during 2025 and 2026 to launch over 60 Block 2 BB satellites. Subject to our ability to raise additional capital, this provides us with a flexible option to opportunistically accelerate the buildup of the constellation of over 65 BB satellites (five Block 1 BB satellites and over 60 Block 2 BB satellites) to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.

We evaluate our market, product and coverage plans based upon the attractiveness of certain markets, our technology, regulatory concerns and our access to capital and other resources. We believe we can develop satellite configurations that target delivering service to certain attractive markets without the necessity of building a constellation which covers the entire globe. This modularity of our satellite configuration enables us to alter the timing and size of our satellite roll out and provides us flexibility to dynamically change our market plans and capital requirements. As a result, we believe we have the ability to accelerate or slow down our business plan depending upon the availability of capital to support our strategies.

We plan to raise additional capital through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners. Our ability to access the capital markets during this period of volatility may require us to modify our current expectations. There can be no assurance that additional funds will be available to us on favorable terms or at all. If we cannot raise additional funds when needed in the future, our financial condition, results of operations, business and prospects may be materially and adversely affected .
 
Spectrum Usage Rights Transaction and Related Financing
 
On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado LLC under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of United States Bankruptcy Code in the Bankruptcy Court.
 
On March 22, 2025, pursuant to the Strategic Collaboration Term Sheet, we, AST LLC, Spectrum USA I, LLC, a subsidiary of AST LLC (“SpectrumCo”) and Ligado entered into certain definitive agreements that, among other things, provided for (1) a $550.0 million contingent payment from us to Ligado, (2) our obligation to make spectrum access usage payments of at least $80.0 million annually (“L-band Annual Payment”) (with the option to pay the excess of the amount owed by Ligado to utilize the L-band spectrum in our Class A Common Stock for the first three years), and revenue share payments in exchange for the right to use the up to 40 MHz of the L-band spectrum, (3) our obligation to pay a usage fee amount due in cash (plus a 30% premium with respect to each such payment payable in our Class A Common Stock) (the “Crown Castle Annual Payment”) for the right to use the up to 5 MHz of the 1670-1675 MHz Spectrum, and (4) issuance of 4,714,226 penny warrants (“Penny Warrants”) to Ligado exercisable for shares of our Class A Common Stock at an exercise price per share equal to $0.01 per share, subject to a 12-month lock-up.
On June 23, 2025, the Bankruptcy Court approved the transactions (the “Spectrum Usage Rights Transaction”) contemplated in the Strategic Collaboration Term Sheet. The closing of the Spectrum Usage Rights Transaction is subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions.
Settlement Term Sheet
On June 13, 2025, we announced a Settlement Term Sheet (the “Term Sheet”) among various parties including us, Ligado, Viasat, Inc. and Inmarsat. Pursuant to the Term Sheet, once 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 us, 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, we have agreed that, with respect to the $550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, we 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 paid to Ligado at closing. We intend to seek institutional financing based on this refund obligation (supported by the backstop commitment) to facilitate these obligations prior to the non-recourse senior-secured delayed-draw loan facility (described below) becoming available, although there is no assurance that it will be able to do so. Our obligation to make the L-band Annual Payment to Ligado began on June 23, 2025, and we have also commenced paying sublease spectrum amounts under the sublease with Crown Castle MM Holding LLC.

36

 

Sound Point Credit Facility
To support the consideration that may become payable under the definitive agreements related to the Spectrum Usage Rights Transaction described above, 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. The 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”). The Sound Point Credit Facility will be available 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 FCC approvals relating to the Spectrum Usage Rights Transaction, (iii) confirmation and occurrence of certain bankruptcy-related events pertaining to Ligado and (iv) certain other customary conditions to funding.

The Sound Point Credit Facility requires us to pay a commitment fee equal to 2% of the Loan Amount. 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 we terminate the Sound Point Credit Facility prior to the end of the Availability Period, we will be required to pay a termination fee, payable in cash or shares of our Class A Common Stock at our option, ranging from 1% to 5% of the Loan Amount depending on when we terminate the Sound Point Credit Facility. The Sound Point Credit Facility also requires us to pay an upfront fee equal to 3% of the Loan Amount that will become payable when we draw on the Sound Point Credit Facility (and will act as a reduction to proceeds received) and some other fees that will become payable starting from the Closing Date.
Loans drawn under the Sound Point Credit Facility will bear interest, at SpectrumCo’s option, at either (i) Term SOFR plus an applicable margin of 8.0% per annum or (ii) an alternate base rate plus an applicable margin of 9.0% per annum. The scheduled maturity date will depend on the funding date, ranging from 48 to 60 months after funding, and any prepayments made prior to 30 months after the funding date will be subject to a premium (which decreases over time).
SpectrumCo’s obligations under the Sound Point Credit Facility will be secured by a first-priority lien over substantially all of its assets and by a pledge by AST LLC of its equity interests in SpectrumCo. SpectrumCo’s obligations will not be guaranteed by us or any of our subsidiaries and will not be secured by any assets of us or any of our subsidiaries, except to the extent stated herein, and the affirmative and negative covenants apply only to SpectrumCo and any guarantor. Neither we 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 the newly formed subsidiary that will purchase and collect the receivables associated with the revenues generated from use of the L-band spectrum. The Sound Point Credit Facility contains customary affirmative and negative covenants, customary events of default (subject to grace periods, where applicable), and a minimum liquidity covenant (applicable to SpectrumCo at all times following the funding date) calculated by reference to payments owed to Ligado in connection with the Spectrum Usage Rights Transaction.
No assurance can be provided that the Ligado transaction will be consummated or that the related financing will be disbursed. The Ligado transaction and the disbursement of the related financing are subject to a number of conditions, including regulatory approval. In addition, Ligado’s ongoing bankruptcy proceedings present risks that the Ligado transaction will not be consummated. Moreover, even if the Ligado transaction is consummated, the benefits of the Ligado transaction will be subject to, among other things, integration, technology and regulatory risks. The Ligado transaction may significantly increase our indebtedness (though any debt incurred pursuant to the Sound Point Credit Facility will be non-recourse to us) and our annual required cash spend.
Global S-Band Spectrum Priority Rights Acquisition

On August 5, 2025, we entered into an agreement to acquire an entity that holds certain S-Band ITU priority rights to MSS frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. The Transaction has a total consideration of $64.5 million, to be paid in stock or cash at our election, with (i) $26.0 million to be 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, we are 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 ninety (90) days. The Transaction is expected to close during the second half of 2025, subject to completion of customary closing conditions.
 
Commitments
 
During the six months ended June 30, 2025, the contractual minimum principal and interest payments required on all of our outstanding debt and operating leases described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 changed to reflect (i) the full conversion of the 2034 Convertible Notes into shares of our Class A Common Stock and (ii) the drawing of $25.0 million from the Trinity Capital Equipment Loan as described below. As of the date of this Quarterly Report, our contractual minimum principal and interest payments further changed to reflect: (i) the conversion of $360.0 million principal of the 2032 4.25% Convertible Notes into shares of our Class A Common Stock and (ii) issuance of $575.0 million 2032 2.375% Convertible Notes as described below.
 
As of June 30, 2025, we had contractual commitments with third parties in the aggregate amount of approximately $384.8 million related to procurement of BB satellite components, R&D programs, operational services, and capital improvements for meeting our goal of

37

 

production of 40 fully integrated BB satellites and microns for 53 BB satellites. We have various rights to adjust the quantity of satellite components on the purchase orders and/or change the delivery timelines in accordance with our ongoing business plan. We also have rights to terminate these agreements in accordance with the terms of the agreement and potentially incur a termination fee in certain cases. In addition, we have launch agreements under which payments are due at scheduled milestones over the duration of the agreement, including certain milestones where payments are contingent and not due unless launch providers meet the milestones as defined in the agreement. As of June 30, 2025, the minimum commitments related to the future launches are approximately $145.0 - $175.0 million. We have contractual rights to cancel these launches or terminate the related agreements at any time by paying a termination fee, and in certain cases without incurring a termination fee, and any excess payments made to the launch providers for these launches will be refunded to us.
 
2024 Equity Distribution Agreement
On September 5, 2024, we entered into an Equity Distribution Agreement (the “2024 Sales Agreement” or “2024 ATM Equity Program”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc. and UBS Securities LLC (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $400.0 million through an “at the market offering” program under which the agents acted as sales agents. The agents were entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per share sold.
Under the 2024 Sales Agreement, we issued 928,441 and 2,918,407 shares of our Class A Common Stock during the three and six months ended June 30, 2025, respectively, and received proceeds of approximately $19.9 million and approximately $74.8 million, respectively, net of commissions paid to the agents and transaction costs. During the three and six months ended June 30, 2025, we paid commission of approximately $0.5 million and approximately $1.9 million to the agents with respect to such sales, respectively. Having utilized virtually the entire capacity of the 2024 ATM Equity Program, we terminated the 2024 ATM Equity Program on May 13, 2025 when we entered into the 2025 ATM Equity Program (defined below). Proceeds from the sale of the Class A Common Stock under the 2024 Sales Agreement were used for general corporate purposes.
 
2025 Equity Distribution Agreement
On May 13, 2025, we entered into a new Equity Distribution Agreement (the “2025 Sales Agreement” or “2025 ATM Equity Program”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC and William Blair & Company, L.L.C. (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $500.0 million through an “at the market offering” program under which the agents acted as sales agents. The agents were entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per share sold.
Under the 2025 Sales Agreement, we issued 11,129,048 shares of our Class A Common Stock during the three months ended June 30, 2025, and received proceeds of approximately $377.4 million, net of commissions paid to the agents and transaction costs. During the three months ended June 30, 2025, we paid commission of approximately $8.7 million to the agents with respect to such sales. In July 2025, we issued 2,476,311 shares of our Class A Common Stock and raised proceeds of approximately $111.3 million, net of commissions of approximately $2.6 million paid to the agents. Having utilized virtually the entire capacity of the 2025 ATM Equity Program, we terminated the 2025 ATM Equity Program on July 23, 2025. Proceeds from the sale of the Class A Common Stock under the 2025 Sales Agreement were and will continue to be used for general corporate purposes.
 
Prosperity Term Loan

In December 2021, concurrent with the purchase of real property and certain equipment in Midland, Texas, AST & Science Texas, LLC (“AST Texas”) entered into a credit agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger to Lone Star, providing for a $5.0 million term loan secured by certain property (the “Term Loan Credit Agreement”). Borrowings under the term loan bear interest at a fixed rate equal to 4.20% per annum until December 7, 2026, and from December 8, 2026 until December 8, 2028 at a fixed rate per annum equal to 4.20% plus adjustment if the index rate (as defined in the Term Loan Credit Agreement) is greater than 4.20%, subject to a maximum interest rate of 4.90% per annum.
 
The Term Loan Credit Agreement contains certain customary events of default, and certain covenants that limit AST Texas’ ability to, among other things, create liens on collateral, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; and enter into certain transactions with their affiliates. If AST Texas fails to perform its obligations under these and other covenants, or should any event of default occur, the term loan may be terminated and any outstanding borrowings, together with unpaid accrued interest, could be declared immediately due and payable, and the lender will be authorized to take possession of the collateral.
 
Prosperity Capital Equipment Loan
 
On August 14, 2023, we entered into a loan agreement with Lone Star, succeeded by Prosperity Bank by merger to Lone Star, as lender, providing for $15.0 million principal term loan commitment secured by certain real property fixtures and equipment in one of our Texas facilities (the “Lone Star Loan Agreement”). We drew the entire $15.0 million on September 19, 2023. The Lone Star Loan Agreement includes certain customary affirmative and negative covenants. As part of entering into the Trinity Capital Equipment Loan (described below), we and Prosperity Bank amended the Lone Star Loan Agreement whereby Prosperity Bank released the lien on certain real property fixtures and equipment and we pledged a $15.0 million deposit in the Lone Star Bank Money Market Fund as a security for the loan.
 

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Borrowings accrue interest at the Prime Rate plus 0.75%, subject to a ceiling rate. Interest payments are due and payable on a monthly basis. Interest payments began in September 2023 and principal payments began in April 2025. Principal repayments are due in 48 equal monthly installments until January 2029, the maturity date of the loan.
 
Trinity Capital Equipment Loan
 
On June 27, 2025, we entered into a Master Equipment Financing Agreement (the “MEFA”) with Trinity Capital, Inc., as agent (the “Agent”) and lender, and the other lenders party (the “Lenders”) thereto, providing for a conditional commitment to provide financing in the total amount of up to $100.0 million. On June 27, 2025 and June 30, 2025, we, the Agent and the Lenders executed Equipment Financing Schedule No. 1 (“Schedule No. 1”) and No.2 (“Schedule No. 2,” and together with Schedule No. 1 and the MEFA, the “Agreements”) to the MEFA in the amount of $21.5 million (the “Draw 1 Total Cost”) and $3.5 million (the “Draw 2 Total Cost”), respectively. The remaining amount of up to $75.0 million may be funded in one or more draws on or before June 30, 2027 (the “Termination Date”), subject to the satisfaction of various conditions.
 
 
For the five-year term of the initial draws which began on July 1, 2025, we will make monthly payments of $478,719 and $77,931, respectively, and an end of term payment in the amount of 9% of the Draw 1 Total Cost and the Draw 2 Total Cost. Additionally, if the aggregate amount of draws funded through the Termination Date is less than $50.0 million, then we will pay the Agent for the benefit of the Lenders a non-utilization fee equal to 2.50% of the difference between $50.0 million and the aggregate amount of draws funded through the Termination Date. If the amounts under Schedule No. 1 or Schedule No. 2 are voluntarily prepaid, we will pay a prepayment fee equal to 3% to 5% of the Draw 1 Total Cost or the Draw 2 Total Cost, as applicable, depending on the timing of the prepayment.
 
Our obligations under the Agreements are secured by certain of our tangible assets. The MEFA contains customary affirmative and negative covenants. The MEFA also contains certain customary events of default that, if they occur, will be deemed to occur under all schedules.
 
Convertible Security Investment Agreement
 
Pursuant to the Convertible Security Investment Agreement which we entered into with certain investors, we issued subordinated convertible notes (“2034 Convertible Notes”) for an aggregate principal amount of $110.0 million on January 16, 2024 to AT&T, Google, and Vodafone, and for an aggregate principal amount of $35.0 million on May 23, 2024 to Verizon. The 2034 Convertible Notes bear interest at a rate of 5.50% per year, payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2024. We have the option to pay interest on the 2034 Convertible Notes in cash or in kind. We elected to pay interest on the 2034 Convertible Notes in kind on June 30, 2024, resulting in the principal amount of the 2034 Convertible Notes being increased by approximately $3.0 million. Interest will accrue on such increased principal amount in subsequent interest periods. We elected to pay interest on the 2034 Convertible Notes in cash on December 30, 2024. The net proceeds of the 2034 Convertible Notes were used for general corporate purposes.
 
On January 22, 2025, we notified the holders of the 2034 Convertible Notes that we exercised our option to require all of such notes to be converted into shares of our Class A Common Stock. In the first quarter of 2025, the then outstanding principal amount of the 2034 Convertible Notes, which included an additional interest accrual of approximately $0.5 million, was converted into 25,818,541 shares of our Class A Common Stock and our obligation under the 2034 Convertible Notes was automatically cancelled upon such share issuance.
 
2032 4.25% Convertible Notes

On January 27, 2025, we issued $460.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 4.25% Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $60.0 million aggregate principal amount of notes. The net proceeds of the 2032 4.25% Convertible Notes were $446.3 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $44.5 million of the net proceeds to pay the cost of the privately negotiated capped call transactions (the “January 2025 Capped Calls”). The remaining net proceeds were and are expected to continue to be used for working capital or other general corporate purposes.
 
On July 3, 2025 and July 31, 2025, we completed the repurchase of $225.0 million and $135.0 million, respectively, of the outstanding principal amount of the 2032 4.25% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders for an aggregate repurchase price of approximately $502.9 million and $346.9 million, respectively, which included accrued and unpaid interest. The repurchase was funded with the net proceeds from a registered direct offering of 9,450,268 and 5,775,635 shares of our Class A Common Stock to the same note holders participating in the note repurchase.
 
The 2032 4.25% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 4.25% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 4.25% Convertible Notes will mature on March 1, 2032, unless earlier repurchased, redeemed, or converted. The 2032 4.25% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election.
 
2032 2.375% Convertible Notes

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On July 29, 2025, we issued $575.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 2.375% Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $75.0 million aggregate principal amount of notes. The 2032 2.375% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2032 2.375% Convertible Notes will mature on October 15, 2032, unless earlier repurchased, redeemed, or converted. The 2032 2.375% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election. The net proceeds of the 2032 2.375% Convertible Notes were $560.0 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $54.0 million of the net proceeds to pay the cost of the privately negotiated capped call transactions (the “July 2025 Capped Calls”). The remaining net proceeds are expected to be used for working capital or other general corporate purposes.
 
Commercial Prepayments

On May 23, 2024, AST LLC and Verizon entered into a Memorandum of Understanding which provides, among other things, that Verizon will make a $45.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC, subject to us receiving certain regulatory approvals for our SpaceMobile Service and entry into a definitive commercial agreement.
 
Cash Flows

Historical Cash Flows

The following table summarizes our sources and uses of cash for the six months ended June 30, 2025 and 2024 (in thousands):
 

 

For the Six Months ended
June 30,

 

 

(unaudited)

 

 

2025

 

 

2024

 

Cash, cash equivalents and restricted cash

$

939,400

 

 

$

287,567

 

Cash used in operating activities

 

(72,024

)

 

 

(64,274

)

Cash used in investing activities

 

(430,622

)

 

 

(61,770

)

Cash provided by financing activities

 

875,627

 

 

 

325,743

 

 
Operating activities
 
Cash used in operating activities was $72.0 million for the six months ended June 30, 2025 as compared to cash used in operating activities of $64.3 million for the six months ended June 30, 2024. The $7.7 million increase in cash used in operating activities was attributable to an increase of $27.0 million in expenses to support operations, partially offset by a decrease of approximately $19.3 million in working capital during the six months ended June 30, 2025.

Investing activities
 
Cash used in investing activities was $430.6 million for the six months ended June 30, 2025, as compared to cash used in investing activities of $61.8 million for the six months ended June 30, 2024. The $368.8 million increase in cash used in investing activities was attributable to an increase in purchases of property and equipment, including procurement of BB satellite materials, advance launch and BB satellite materials payments, and other capital advances.

Financing activities
 
Cash provided by financing activities was $875.6 million and $325.7 million during the six months ended June 30, 2025 and June 30, 2024, respectively. The $549.9 million increase in cash provided by financing activities was attributable to a $327.1 million increase in net proceeds raised from issuance of debt, a $265.8 million increase in net proceeds raised from issuance of equity, and a $2.3 million increase in net proceeds from exercises and settlement of equity awards under our stock-based compensation plans, partially offset by a $44.5 million payment to purchase the January 2025 Capped Calls in connection with issuance of the 2032 4.25% Convertible Notes and a $0.8 million increase in principal payments of debt.

Funding Requirements
 
We believe our existing cash and cash equivalents on hand will be sufficient to meet our anticipated cash requirements, including current working capital needs, planned operating expenses and capital expenditures, for the next 12 months from the date hereof. However, our forecast of the period of time through which our financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could expend capital resources sooner than we expect.
 

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Future capital requirements will depend on many factors, including:
• Establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support our satellite development;

• Technological or manufacturing difficulties, design issues or other unforeseen matters;

• Negotiation of launch agreements (including launch costs), launch delays or failures, deployment failures or in-orbit satellite failures;

• Seeking and obtaining necessary regulatory approvals;

• Timing of the launch of our satellites and subsequent initiation of service in various markets, delays in which will result in increased operating expenses;

• Addressing any competing technological and market developments;

• Ability to adjust our expenditures and contractual commitments based on capital availability;

• Ability to operate under the covenants in our debt agreements;

• Attracting, hiring, and retaining qualified personnel;

• Applicable regulatory approval and closing of our proposed transaction with Ligado and related financing; and

• Ability to realize the anticipated benefits of our proposed transaction with Ligado.

Until such time, if ever, as we can generate substantial revenues to support our cost structure, we expect to finance cash needs through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through commercial agreements, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies and/or future revenue streams, or grant licenses on terms that may not be favorable to us and/or may reduce the value of our Common Stock. Also, our ability to raise necessary financing could be impacted by recent geopolitical events, higher interest rates, inflationary economic conditions and imposition of tariffs and their effects on the market conditions. If we are unable to raise additional funds through equity offerings, debt financings or commercial arrangements when needed, we may be required to delay, limit, reduce or terminate our commercialization efforts or grant rights to develop and market other services even if we would otherwise prefer to develop and market these services ourselves, or potentially discontinue operations.
 
Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Preparation of the financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our unaudited condensed consolidated financial statements. For a discussion of our critical accounting policies, see “Critical Accounting Policies” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2024.
 
Off-Balance Sheet Arrangements

On June 13, 2025, we announced the Term Sheet among various parties including us, Ligado, Viasat, Inc. and Inmarsat. Pursuant to the Term Sheet, as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable us, 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, we have agreed that, with respect to the $550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, we 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. We intend to seek institutional financing based on this refund obligation (supported by the backstop commitment) to facilitate these obligations prior to the non-recourse senior-secured delayed-draw loan facility becoming available, although there is no assurance that we will be able to do so. As of the date of this Quarterly Report, the Term Sheet constitutes an off-balance sheet commitment, as the related payment obligations are subject to financing contingencies and, therefore, are not recognized in our unaudited condensed consolidated financial statements.
On June 23, 2025, the Bankruptcy Court approved the Spectrum Usage Rights Transaction contemplated in the Strategic Collaboration Term Sheet. 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. AST LLC’s obligation to make the Crown Castle Annual Payment and SpectrumCo’s obligation to make the L-band Annual Payment each began on June 23, 2025. Refer to discussion under “Spectrum

41

 

Usage Rights Transaction and Related Financing” in the “Liquidity and Capital Resources” section and Note 13 Spectrum Usage Rights Transaction and Related Financing for further details.
 
 
 
 

42

 

Item 3. Quantitative and Qu alitative Disclosures About Market Risk
 
We are exposed to market risks in the ordinary course of our business. Our exposure to market risk has not changed materially from what we previously disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024 other than additional interest rate risk exposure from issuing the 2032 4.25% Convertible Notes and the Trinity Capital Equipment Loan as described below:
 
On January 27, 2025, we issued the 2032 4.25% Convertible Notes with an aggregate principal amount of $460.0 million, the full amount of which was outstanding as of June 30, 2025. We carry the 2032 4.25% Convertible Notes at face value less the unamortized debt issuance costs on our unaudited condensed consolidated balance sheets. The 2032 4.25% Convertible Notes have a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the 2032 4.25% Convertible Notes. The fair value of the 2032 4.25% Convertible Notes changes when the market price of our stock fluctuates or market interest rates change.
 
In June 2025, we have drawn a total of $25.0 million under an equipment financing facility with Trinity Capital, Inc., the full amount of which was outstanding as of June 30, 2025. We carry the term loan at face value less the unamortized debt issuance costs on our consolidated balance sheets. The term loan has a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the term loan. The fair value of the term loan changes when the market interest rates change.

Item 4. Contro ls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e) and 15d-15(e)) as of June 30, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting
 
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHE R INFORMATION

Item 1. Legal Proceedings.
 
We are subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. In the opinion of management, there was not at least a reasonable possibility we may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in a reporting period for amounts in excess of management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected. Refer to Note 8 Commitments and Contingencies in the accompanying notes to the unaudited condensed consolidated financial statements for further information.
 
Delaware Class Action Litigations
 
Following books and records demands pursuant to 8 Del. C. § 220, two stockholders filed putative class action complaints in the Delaware Court of Chancery against the Company, certain current and former directors and officers of the Company and its predecessor entity and manager, New Providence Acquisition Corp. and New Providence Management LLC, and Abel Avellan, alleging claims of breach of fiduciary duties, aiding and abetting such breaches, and unjust enrichment, relating to the Company’s de-SPAC merger. On February 11, 2025, the plaintiffs filed a notice voluntarily dismissing the complaints without prejudice, and on April 22, 2025, the Delaware Court of Chancery issued an order dismissing the complaints without prejudice.
 
Item 1A. Ri sk Factors.
 
As of June 30, 2025, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
 
Item 2. Unregistered Sales of E quity Securities and Use of Proceeds.

None.

Item 3. Defaults U pon Senior Securities.
 
None.

Item 4. Mine S afety Disclosures.
 
Not Applicable.

Item 5. Othe r Information.
 
In the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

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Item 6. Exhibits
 
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

3.1

 

Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 12, 2021).

3.2

 

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025).

10.1

 

Settlement Term Sheet, dated as of June 13, 2025, among AST SpaceMobile Inc., Ligado Networks LLC, Viasat, Inc. and Inmarsat Global Limited (incorporated by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 26, 2025).

10.2

 

Master Equipment Financing Agreement, dated as of June 27, 2025, among AST & Science, LLC, AST & Science Texas LLC, AST SpaceMobile Manufacturing, LLC, Trinity Capital, Inc., as administrative agent, collateral agent and lender, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2025).

10.3*

 

Amendment To Strategic Collaboration and Spectrum Usage Agreement

10.4†*

 

AST SpaceMobile, Inc. 2024 Incentive Award Plan – Form of Restricted Stock Award Agreement

31.1*

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
† Management contract or compensatory plan or arrangement
* Filed herewith

45

 

SIGNAT URES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

AST SPACEMOBILE, INC.

Date: August 11, 2025

By:

/s/ Abel Avellan

Name:

Abel Avellan

Title:

Chairman and Chief Executive Officer

Principal Executive Officer

Date: August 11, 2025

By:

/s/ Andrew M. Johnson

Name:

Andrew M. Johnson

Title:

Chief Financial Officer and Chief Legal Officer

Principal Financial Officer

 
 

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