8-K – 2025-09-26 – form8-k.htm

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): September 25, 2025

 

AST
SpaceMobile, Inc.

(Exact
name of registrant as specified in its charter)

 

Delaware
 
001-39040
 
84-2027232

(State
or Other Jurisdiction
 
(Commission
 
(IRS
Employer

of
Incorporation)
 
File
Number)
 
Identification
No.)

 

Midland
International Air & Space Port

2901
Enterprise Lane

Midland ,
Texas

 
79706

(Address
of principal executive offices)
 
(Zip
Code)

 

Registrant’s
telephone number, including area code: (432) 276-3966

 

N/A

(Former
name or former address, if changed since last report.)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
 
Trading
Symbol(s)
 
Name
of each exchange on which registered

Class
A common stock, par value $0.0001 per share
 
ASTS
 
The
Nasdaq Stock Market LLC

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item
8.01 Other Events.

 

On
September 25, 2025 (the “ Closing Date ”), AST SpaceMobile, Inc. (the “ Company ”) completed
its previously announced transaction to acquire 100% of the issued and outstanding equity interests in EllioSat Ltd. from CCUR Holdings,
Inc. pursuant to the Share Purchase Agreement, dated August 5, 2025, by and among the Company, AST & Science, LLC, CCUR Holdings,
Inc. and EllioSat Ltd. (as amended from time to time, the “ Agreement ”). In accordance with the Agreement, the
Company elected to pay its first required consideration payment of $26.0 million to CCUR Holdings, Inc. in the form of 581,395
shares of the Company’s Class A common stock (the “ Consideration Shares ”) and issued such shares to CCUR Holdings,
Inc. on the Closing Date (the “ Issuance ”) in reliance upon the exemption from registration afforded by Section 4(a)(2)
of the Securities Act of 1933, as amended.

 

In
connection with the Issuance, the Company filed a prospectus supplement, dated September 26, 2025 (the “ Prospectus Supplement ”),
to the prospectus, dated September 5, 2024, included in the Company’s Registration Statement on Form S-3 (Registration No. 333-281939),
to register the offer and resale of the Consideration Shares.

 

The
legal opinion of McGuireWoods LLP relating to the legality of the issuance of the Consideration Shares is attached
as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits

 

Exhibit
No.
 
Description

5.1
 
Opinion of McGuireWoods LLP

23.1
 
Consent of McGuireWoods LLP (contained in Exhibit 5.1)

104
 
Cover
Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

 

 
AST
SPACEMOBILE, INC.

 
 

Date:
September 26, 2025
By:
/s/
Andrew M. Johnson

 
 
Andrew
M. Johnson

 
 
Executive
Vice President, Chief Financial Officer and Chief Legal Officer