AST SpaceMobile Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure.
On August 6, 2025, AST SpaceMobile, Inc. (the “Company”) issued a press release announcing that it had entered into an agreement to acquire an entity that holds certain S-Band ITU priority rights to MSS (Mobile Satellite Services) frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in low Earth orbit. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained 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 such section, nor will 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 filing.
Item 8.01 Other Events.
On August 5, 2025, the Company and AST & Science, LLC entered into a Share Purchase Agreement (the “Agreement”) with CCUR Holdings, Inc. (“Seller”) and EllioSat Ltd., pursuant to which the Company agreed to purchase from Seller, and the Seller agreed to sell to the Company, 100% of the issued and outstanding equity interests in EllioSat Ltd. for (i) $26 million to be paid at Closing (as defined below), (ii) $10 million to be paid on the second anniversary of Closing, and (iii) $10 million to be paid on the third anniversary of Closing. The Company is also obligated to pay Seller an additional $16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and an additional $1.85 million upon continuous operation of such L/S satellite for a period of at least ninety (90) days. In the Company’s sole discretion, the Company is permitted to pay the consideration under the Agreement in cash, in shares of its Class A common stock (calculated using a trailing 30-day volume-weighted average price as of five business days prior to the applicable date of payment), or a combination thereof. To the extent the Company pays some or all of the consideration in shares of its Class A common stock, the Company has agreed to certain registration rights covering the resale of such shares.
EllioSat Ltd. holds certain S-Band ITU priority rights to MSS (Mobile Satellite Services) frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in low Earth orbit.
The transaction is expected to close (the “Closing”) during the second half of 2025. The Closing is contingent upon the satisfaction of customary closing conditions set forth in the Agreement. The Agreement also includes customary termination provisions, including if the Closing has not occurred on or before November 30, 2025, which can be extended under certain circumstances.
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 are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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; (vii) the Company’s ability to complete the acquisition of EllioSat Ltd. described above in a timely manner (or at all) and at the price and upon the terms anticipated and (viii) 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025.
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that the Company may file from time to time with the SEC. 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 August 6, 2025 | |
| 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: August 7, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||