8-K – 2026-07-15 – form8-k.htm

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0001780312

0001780312

2026-07-15
2026-07-15

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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): July 15, 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
2.02 Results of Operations and Financial Condition.

 

On
July 15, 2026, AST SpaceMobile, Inc. (the “ Company ”) announced a proposed offering (the “ Notes Offering ”)
of convertible senior notes due 2034 (the “ Notes ”) to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “ Securities Act ”) and its intention to enter into capped call transactions
in connection therewith, as described in Item 8.01 below. In connection with the Notes Offering, the Company provided the following disclosure
for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange
Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2026:

 

Liquidity
Update

 

As
of June 30, 2026, total cash and cash equivalents and restricted cash was approximately $2,723 million. The Company’s financial
results as of and for the quarter ended June 30, 2026 are not yet complete and will not be available until after the completion of this
offering. Accordingly, the foregoing financial information is a preliminary estimate for cash and cash equivalents and restricted cash
as of June 30, 2026. These estimates are subject to revision based upon the completion of the Company’s quarter-end financial closing
procedures and other developments that may arise prior to the time the Company’s financial results for the quarter ended June 30,
2026 are finalized. Neither the Company’s independent auditors, nor any other independent accountants, have audited, reviewed,
compiled, examined, or performed any procedures with respect to this preliminary financial information. You should not place undue reliance
on these preliminary estimates.

 

The
information included in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (“ Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such
a filing.

 

Item
7.01 Regulation FD Disclosure

 

In
connection with the Notes Offering, the Company supplemented and updated disclosures contained in the Company’s prior filings with
the Securities and Exchange Commission, noting that based on the Company’s current expectations regarding launch availability,
its launch campaign is targeting approximately 45 of its BlueBird satellites (“BB satellites”) in early 2027. The
timing of launch of the BB satellites is contingent on a number of factors including satisfactory and timely completion of the assembly
and testing of the BB satellites, readiness of the launch vehicle, logistics and other factors, many of which are beyond its control.
In addition, the Company is currently in advanced discussions with Rakuten, a shareholder of the Company and e-commerce, financial and
telecommunications conglomerate in Japan, regarding the preliminary selection of RAST Co., Ltd. as an indirect subsidy recipient for
the Low Earth Orbit Satellite Infrastructure Development Project (J-LEO) for Securing National Self-Reliance, with a total expected value
up to 148 billion Japanese yen or approximately $1 billion United States dollars. The project supports the development of low-Earth orbit
satellite communication infrastructure to realize direct satellite communication services utilizing low-orbit satellite constellations
operated and managed within Japan. The subsidy award and related joint venture discussions are ongoing and there is no assurance
that the joint venture will be finalized or that government financing will be secured.

 

The
information contained in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing
under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

 

 

 

Item
8.01 Other Events.

 

On
July 15, 2026, the Company issued a press release relating to its proposed Notes Offering and its intention to enter into capped call
transactions in connection therewith. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.

 

Neither
this Current Report on Form 8-K nor the press release filed as Exhibit 99.1 hereto constitute an offer to sell, or a solicitation of
an offer to buy, any Notes nor will there be any sale of any Notes in any state or other jurisdiction in which such offer, sale or solicitation
would be unlawful.

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits

 

Exhibit
No.
 
Description

 
 
 

99.1
 
Press release titled “AST SpaceMobile Announces Proposed Private Offering of $1.0 billion of Convertible Senior Notes Due 2034,” dated July 15, 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:
July
15, 2026
By:
/s/
Andrew M. Johnson

 
 
 
Andrew
M. Johnson

 
 
 
Executive
Vice President, Chief Financial Officer and Chief Legal Officer