AST SpaceMobile, Inc 8-K, filed Oct 29, 2025
AST SpaceMobile, Inc. (ASTS)
About this 8-K
AST SpaceMobile, Inc filed this 8-K on October 29, 2025.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 8.01 of this Current Report on Form 8-K under the heading “Option Notes” is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 8.01 of this Current Report on Form 8-K under the heading “Option Notes” is incorporated herein by reference.
Item 8.01 Other Events.
Equity Offering
On October 29, 2025, AST SpaceMobile, Inc. (the “Company”) completed the repurchase of $50.0 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 $161.1 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 2,048,849 shares (the “Shares”) of its Class A common stock (the “Class A Common Stock”) at a price of $78.61 per share, which closed on October 29, 2025 (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 October 21, 2025, and filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2025, a pricing term sheet, dated October 21, 2025, and filed with the SEC as a free writing prospectus on October 22, 2025, a final prospectus supplement, dated October 21, 2025, and filed with the SEC on October 23, 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 of 1933, as amended (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 Shares is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.
Option Notes
As previously disclosed, on October 24, 2025, the Company issued $1,000,000,000 aggregate principal amount of its 2.00% Convertible Senior Notes due 2036 (the “Notes”) in a private offering through certain initial purchasers. On October 27, 2025, the Company was notified by the initial purchasers of the Notes of the exercise in full of their option to purchase an additional $150,000,000 aggregate principal amount of the Notes (the “Option Notes”). On October 29, 2025, the Company consummated the sale of the Option Notes to the initial purchasers.
The Option Notes issued on October 29, 2025 have the same terms, and are issued under the same indenture, as the Notes issued on October 24, 2025. After giving effect to the issuance of the Option Notes, a total of $1,150,000,000 aggregate principal amount of the Notes is currently outstanding. In addition, after giving effect to the issuance of the Option Notes, a maximum of 14,629,150 shares of the Class A Common Stock may initially be issued upon conversion of the Notes based on the initial maximum conversion rate of 12.7210 shares of the Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. For additional information regarding the terms of the Option Notes and the related indenture, see the information set forth under the heading “Indenture and Notes” in Item 1.01 of the Company’s Current Report on Form 8-K filed on October 24, 2025, which information is incorporated herein by reference, and the indenture and form of note which are filed as exhibits to that Form 8-K are incorporated herein by reference.
The Option Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The Option Notes were initially resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Class A Common Stock that may be issued upon conversion of the Option Notes will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A Common Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
4.1 |
||
| 4.2 | Form of Global Note, representing AST SpaceMobile, Inc.’s 2.00% Convertible Senior Notes due 2036 (included as Exhibit A to the Indenture incorporated by reference as Exhibit 4.1 to the Company’s Form 8-K filed on October 24, 2025) | |
| 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: | October 29, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | |||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | |||
Exhibit 5.1
New York
3 World Trade Center 175 Greenwich Street, 51st Floor New York, NY 10007 | ||
AST SpaceMobile, Inc. Midland International Air & Space Port 2901 Enterprise Lane Midland, Texas 79706 |
T +1 (212) 277-4000
freshfields.us
Doc ID – US-LEGAL-13668354 Our Ref - 181343-0002 MAL/JAM |
October 29, 2025
Ladies and Gentlemen:
AST SpaceMobile, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (File No. 333-281939) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including up to 2,048,849 shares of its Class A common stock, par value $0.0001 per share (the “Securities”), to be sold pursuant to the share purchase agreement dated October 21, 2025, by and among the Company and the purchasers party thereto (the “Share Purchase Agreement”).
We, as your counsel, have examined originals or copies of such corporate and other records, agreements, documents and other instruments and certificates or comparable documents of public officials and of officers and representatives of the Company and such other persons, and we have made such other investigations, as we have deemed necessary or advisable as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed, without independent inquiry or investigation, that (i) all documents submitted to us as originals are authentic and complete; (ii) all documents submitted to us as copies conform to authentic, complete originals; (iii) all signatures on all documents that we reviewed are genuine; (iv) all natural persons executing documents had and have the legal capacity to do so; (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Share Purchase Agreement, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York, and the opinion expressed herein is limited to the General Corporation Law of the State of Delaware. The opinion expressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. We do not undertake to advise you of changes in law or facts that may come to our attention after the date of this letter.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement relating to the Securities, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Freshfields US LLP