AST SpaceMobile Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
On July 31, 2025, AST SpaceMobile, Inc. (the “Company”) completed the repurchase of $135.0 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the “Existing Notes”) in separate, privately negotiated repurchase transactions with a limited number of holders of the Existing Notes (the “Holders”) for an aggregate repurchase price of approximately $346.9 million, which included accrued and unpaid interest on the repurchased Existing Notes.
The repurchase was funded with the net proceeds from the Company’s previously announced registered direct offering of 5,775,635 shares of its Class A common stock (“Common Stock”) at a price of $60.06 per share (the “Equity Offering”). In connection with the Equity Offering, the Company entered into separate, privately negotiated share purchase agreements with the Holders.
The Equity Offering was made pursuant to a preliminary prospectus supplement, dated July 24, 2025, and filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2025, a pricing term sheet, dated July 24, 2025, and filed with the SEC as a free writing prospectus on July 25, 2025, a final prospectus supplement, dated July 24, 2025, and filed with the SEC on July 28, 2025, and the base prospectus, dated September 5, 2024, filed as part of the Company’s automatic shelf registration statement (File No. 333-281939) that became effective under the Securities Act when filed with the SEC on September 5, 2024.
A copy of the opinion of Freshfields US LLP relating to the legality of the issuance and sale of the Common Stock is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Freshfields US LLP | |
| 23.1 | Consent of Freshfields US LLP (included 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:July 31, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||