8-K – 2026-04-20 – form8-k.htm

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0001780312

0001780312

2026-04-19
2026-04-19

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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): April 19, 2026

 

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
7.01. Regulation FD Disclosure.

 

On
April 19, 2026, AST SpaceMobile, Inc. (the “ Company ”) issued a press release addressing the orbital launch of the
Company’s Block 2 BlueBird 7 satellite on the New Glenn launch vehicle. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.

 

The
information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

 

Item
8.01. Other Events.

 

On
April 19, 2026, during the New Glenn 3 mission, the Company’s Block 2 BlueBird 7 satellite was placed into a lower than planned
orbit by the upper stage of the launch vehicle. While the satellite separated from the launch vehicle and powered on, the altitude is
too low to sustain operations with its on-board thruster technology and will be de-orbited. The cost of the satellite is expected to
be recovered under the Company’s insurance policy.

 

BlueBird
7 would have been the Company’s eighth satellite deployed into low Earth orbit and is one of many planned for
the Company’s space-based cellular broadband network. The Company is currently in production of Block 2 BlueBird satellites through
BlueBird 32, with BlueBird 8 to 10 expected to be ready to ship in approximately 30 days.

 

The
Company continues to expect an orbital launch every one to two months on average during 2026, supported by agreements with multiple launch
providers, and it continues to target approximately 45 satellites in orbit by the end of 2026.

 

Forward-Looking
Statements

 

This
Current Report on Form 8-K contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties
that could cause actual results of the Company to differ materially from those expected and projected. These forward-looking statements
can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,”
“expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,”
“projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements involve significant risks and uncertainties that could cause
the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and
are difficult to predict.

 

Factors
that could cause such differences include, but are not limited to: (i) expectations regarding the Company’s strategies and future
financial performance, including the Company’s future business plans or objectives, expected functionality of the SpaceMobile Service,
anticipated timing of the launch of the Block 2 BlueBird satellites, anticipated demand and acceptance of mobile satellite services,
prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance
its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing
plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s
ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the
SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial
agreements with other parties or government entities; (iii) the ability of the Company to grow and manage growth profitably and retain
its key employees and the Company’s responses to actions of its competitors and its ability to effectively compete; (iv) changes
in applicable laws or regulations; (v) the possibility that the Company may be adversely affected by other economic, business, and/or
competitive factors; (vi) the outcome of any legal proceedings that may be instituted against the Company; and (vii) other risks and
uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (“ SEC ”), including
those in the Risk Factors section of the Company’s Form 10-K filed with the SEC on March 2, 2026.

 

The
Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual
results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in the Company’s
Form 10-K filed with the SEC on March 2, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s
website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Item
9.01. Financial Statements and Exhibits.

 

(d)
Exhibits

 

Exhibit
No.
 
Description

99.1
 
Press release issued on April 19, 2026

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:
April 20, 2026
By: 
/s/
Andrew M. Johnson

 
 
Andrew
M. Johnson

 
 
Executive
Vice President, Chief Financial Officer and Chief Legal Officer