8-K
AST SpaceMobile, Inc. (ASTS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): August 11, 2025 |
|---|
AST SpaceMobile, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39040 | 84-2027232 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| Midland Intl. Air & Space Port<br><br>2901 Enterprise Lane | ||
| Midland, Texas | 79706 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (432) 276-3966 | ||
| --- | ||
| Not Applicable | ||
| --- |
(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<br>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 August 11, 2025, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in this Item 2.02 and in Exhibit 99.1 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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
AST SpaceMobile is also furnishing a Second Quarter 2025 Business Update, dated August 11, 2025 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s second quarter 2025 conference call to be held on August 11, 2025. The Presentation will also be available on the Company’s website at www.ast-science.com.
The information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the 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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 11, 2025 |
| 99.2 | Second Quarter 2025 Business Update |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AST SpaceMobile, Inc. | |||
|---|---|---|---|
| Date: | August 11, 2025 | By: | /s/ Andrew M. Johnson |
| Name: Andrew M. Johnson<br>Title: Executive Vice President, Chief Financial Officer and Chief Legal Officer |
EX-99.1
| PRESS RELEASE | EXHIBIT 99.1 |
|---|
AST SpaceMobile Provides Business Update and Second Quarter 2025 Results
MIDLAND, Texas, August 11, 2025 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, is providing its business update and results for the second quarter ended June 30, 2025.
“We are confirming our fully-funded plan to deploy 45 to 60 satellites into orbit by 2026 to support continuous service in the US, Europe, Japan, and other strategic markets, including the U.S. Government. We also have planned orbital launches every one to two months on average during 2025 and 2026,” commented Abel Avellan, Founder, Chairman and CEO of AST SpaceMobile. “In orbit today, we have six satellites, five fully operational and one test satellite, for both commercial and government applications. We have completed the assembly of microns for phased arrays of eight Block 2 BlueBird satellites, and we are on target to complete 40 satellites equivalent of microns by early 2026 to support full voice, data, and video space-based cellular broadband services.”
Abel added, “Following our recent announcement on L/S-Band spectrum access, we now have a path for premium spectrum on a global basis, which is uniquely valuable with our innovative technology backed by over 3,700 patent and patent pending claims to support up to 120 Mbps peak data rates per cell globally.”
Business Update
Preparing to deploy nationwide intermittent service in the United States by the end of 2025, followed by the United Kingdom, Japan, and Canada in Q1 2026
Continued expectations for revenue of $50.0 million to $75.0 million in the second half 2025, from government and commercial customers
Completed assembly of microns for phased arrays of eight Block 2 BlueBird satellites and expect to complete assembly of 40 satellites equivalent of microns by early 2026
Anticipating at least five orbital launches by end of Q1 2026, with orbital launches every one to two months on average to reach goal of 45 to 60 satellites launched during 2025 and 2026
FM1 is expected to be ready to ship in August 2025 with a mutually determined launch date thereafter, becoming AST SpaceMobile’s seventh satellite in orbit
Company manufacturing footprint with 95% vertical integration to grow to over 400,000 square feet by end of 2025 across Texas, Europe and other locations globally, supported by a global workforce of over 1,200 people
Expanded spectrum strategy with agreement to acquire 60 MHz of global S-Band spectrum priority rights, augmenting existing 3GPP cellular spectrum strategy and strengthening position within wireless ecosystem
S-Band spectrum access positions AST SpaceMobile to further grow subscriber capacity and bring additional services to targeted markets around the world
Received Court approval for L-Band definitive documentation, providing AST SpaceMobile long-term access to up to 45 MHz of L-Band, premium lower mid-band spectrum, in the U.S. and Canada, subject to regulatory approvals
Both S-Band and L-Band spectrum strategies further enable a true broadband experience directly from space to everyday smartphones, with up to 120 Mbps peak data speeds
Advanced commercialization efforts with expansion of partnerships, derived from agreements with more than 50 mobile network operators globally, which have nearly 3.0 billion existing subscribers, while receiving additional U.S. Government contract awards
Vi partnership seeks to expand space-based mobile connectivity and solutions for consumer, enterprise, and IoT sectors in India, one of the world's largest telecom markets
SatCo, the AST SpaceMobile and Vodafone jointly-owned European distribution entity, received expressions of interest from network operators in 21 of 27 EU member states for a sovereign direct-to-device mobile broadband satellite service
Demonstrated first tactical non-terrestrial network (NTN) connectivity over standard mobile devices, with participation from multiple branches of U.S. armed forces under previously announced contract with the Defense Innovation Unit (DIU)
Signed two additional early-stage contracts for the U.S. Government end customer, bringing the total to eight contracts to date with the U.S. Government as an end customer
Over $1.5 billion in balance sheet cash, cash equivalents, and restricted cash (as of June 30, 2025), pro forma for convertible notes offering and sales under the now terminated ATM facility
Raised $575.0 million of gross proceeds from new 7-year convertible senior notes offering, with a 2.375% coupon and effective conversion price of $120.12 per share of Class A common stock
Managed long-term capital structure with two repurchase transactions of the 4.25% convertible senior notes issued in January 2025, reducing that debt level to $100.0 million
Secured $100.0 million equipment financing, to support growth from non-dilutive financial capital using equipment as collateral, with $25.0 million initially drawn
Secured non-recourse, delayed draw term loan to fund $550 million of spectrum payments due upon FCC approval for long-term access to up to 45 MHz of L-Band spectrum
Progressing through diligence and documentation phase for quasi-governmental funding with Export-Import Bank of the United States (EXIM) and International Finance Corporation (IFC)
Second Quarter 2025 Financial Highlights
As of June 30, 2025, we had cash, cash equivalents, and restricted cash of $939.4 million.
Total operating expenses for the second quarter of 2025 were $74.0 million, including $22.2 million of depreciation and amortization and stock-based compensation expense. This represents an increase of $10.3 million as compared to $63.7 million in the first quarter of 2025 due to a $8.9 million increase in general and administrative costs, a $1.4 million increase in engineering services costs, and a $0.8 million increase in depreciation and amortization expense, partially offset by a $0.8 million decrease in research and development costs
Adjusted operating expenses(1) for the second quarter of 2025 were $51.7 million, an increase of $6.8 million as compared to $44.9 million in the first quarter of 2025, due to a $5.5 million increase in
Adjusted general and administrative costs(1) and a $2.1 million increase in Adjusted engineering services costs(1), partially offset by a decrease of $0.8 million in research and development costs
As of June 30, 2025, we had incurred approximately $906.9 million of gross capitalized property and equipment costs and accumulated depreciation and amortization of $145.3 million. The capitalized costs include costs of satellite materials for BlueBird satellites, advance launch payments, capital advances, Block 1 and BlueWalker 3 satellites, assembly and integration facilities including assembly and test equipment, and ground antennas
(1) See reconciliation of Adjusted operating expenses to Total operating expenses, Adjusted engineering services costs to Engineering services costs and Adjusted general and administrative costs to General and administrative costs in the tables accompanying this press release.
Non-GAAP Financial Measures
We refer to certain non-GAAP financial measures in this press release, including Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs. We believe these non-GAAP financial measures are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measures. Reconciliation of non-GAAP financial measures and the most directly comparable GAAP financial measures are included in the tables accompanying this press release.
Conference Call Information
AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) on Monday, August 11, 2025. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://ast-science.com/investors/. An archive of the webcast will be available shortly after the call.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile 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 AST SpaceMobile’s control and are difficult to predict.
Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’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 AST SpaceMobile’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 AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; 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 AST SpaceMobile’s Form 10-K filed with the SEC on March 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025.
AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile 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 AST SpaceMobile’s Form 10-K filed with the SEC on March 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025. AST SpaceMobile’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, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Contact:
Scott Wisniewski
investors@ast-science.com
Media Contact:
Allison
Eva Murphy Ryan
917-547-7289
ASTSpaceMobile@allisonpr.com
Second Quarter 2025 Financial Results
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except share data)
| December 31, 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 923,647 | $ | 564,988 | ||
| Restricted cash | 15,753 | 2,546 | |||
| Prepaid expenses | 10,233 | 7,887 | |||
| Other current assets | 23,591 | 24,825 | |||
| Total current assets | 973,224 | 600,246 | |||
| Non-current assets: | |||||
| Property and equipment, net | 761,606 | 337,669 | |||
| Operating lease right-of-use assets, net | 15,037 | 14,014 | |||
| Other non-current assets | 131,495 | 2,632 | |||
| TOTAL ASSETS | 1,881,362 | $ | 954,561 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 22,703 | $ | 17,004 | ||
| Accrued expenses and other current liabilities | 42,735 | 12,195 | |||
| Contract liabilities | 43,054 | 41,968 | |||
| Current operating lease liabilities | 2,208 | 1,856 | |||
| Current portion of long-term debt | 7,616 | 2,919 | |||
| Total current liabilities | 118,316 | 75,942 | |||
| Non-current liabilities: | |||||
| Warrant liabilities | 109,485 | 41,248 | |||
| Non-current operating lease liabilities | 13,277 | 12,652 | |||
| Long-term debt, net | 482,534 | 155,573 | |||
| Total liabilities | 723,612 | 285,415 | |||
| Commitments and contingencies | |||||
| Stockholders' Equity: | |||||
| Class A Common Stock, .0001 par value; 800,000,000 shares authorized; 250,511,819 and 208,173,198 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. | 24 | 20 | |||
| Class B Common Stock, .0001 par value; 200,000,000 shares authorized; 11,227,292 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. | 4 | 4 | |||
| Class C Common Stock, .0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. | 8 | 8 | |||
| Additional paid-in capital | 1,501,070 | 969,004 | |||
| Accumulated other comprehensive income (loss) | 1,108 | (176 | ) | ||
| Accumulated deficit | (634,845 | ) | (489,745 | ) | |
| Noncontrolling interest | 290,381 | 190,031 | |||
| Total stockholders' equity | 1,157,750 | 669,146 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,881,362 | $ | 954,561 |
All values are in US Dollars.
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share data)
| For The Three Months<br>Ended June 30, | For The Six Months<br>Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 1,156 | $ | 900 | $ | 1,874 | $ | 1,400 | ||||
| Operating expenses: | ||||||||||||
| Engineering services costs | 28,598 | 21,202 | 55,802 | 40,719 | ||||||||
| General and administrative costs | 27,242 | 17,839 | 45,626 | 30,126 | ||||||||
| Research and development costs | 6,393 | 4,460 | 13,528 | 8,711 | ||||||||
| Depreciation and amortization | 11,720 | 20,392 | 22,678 | 40,336 | ||||||||
| Total operating expenses | 73,953 | 63,893 | 137,634 | 119,892 | ||||||||
| Other income (expense): | ||||||||||||
| Loss on remeasurement of warrant liabilities | (65,032 | ) | (66,140 | ) | (68,238 | ) | (47,926 | ) | ||||
| Interest expense | (5,657 | ) | (4,936 | ) | (10,393 | ) | (9,332 | ) | ||||
| Interest income | 8,017 | 2,698 | 16,213 | 4,872 | ||||||||
| Other income (expense), net | 308 | 252 | (443 | ) | 250 | |||||||
| Total other income (expense), net | (62,364 | ) | (68,126 | ) | (62,861 | ) | (52,136 | ) | ||||
| Loss before income tax expense | (135,161 | ) | (131,119 | ) | (198,621 | ) | (170,628 | ) | ||||
| Income tax expense | (742 | ) | (231 | ) | (910 | ) | (526 | ) | ||||
| Net loss before allocation to noncontrolling interest | (135,903 | ) | (131,350 | ) | (199,531 | ) | (171,154 | ) | ||||
| Net loss attributable to noncontrolling interest | (36,509 | ) | (58,800 | ) | (54,431 | ) | (78,874 | ) | ||||
| Net loss attributable to common stockholders | $ | (99,394 | ) | $ | (72,550 | ) | $ | (145,100 | ) | $ | (92,280 | ) |
| Net loss per share attributable to holders of Class A Common Stock | ||||||||||||
| Basic and diluted | $ | (0.41 | ) | $ | (0.51 | ) | $ | (0.62 | ) | $ | (0.70 | ) |
| Weighted-average number of shares | ||||||||||||
| Basic and diluted | 241,985,507 | 141,185,500 | 233,101,209 | 131,316,319 |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in thousands)
| For The Three Months<br>Ended June 30, | For The Six Months<br>Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net loss before allocation to noncontrolling interest | $ | (135,903 | ) | $ | (131,350 | ) | $ | (199,531 | ) | $ | (171,154 | ) |
| Other comprehensive loss | ||||||||||||
| Foreign currency translation adjustments | 1,396 | (123 | ) | 1,777 | (339 | ) | ||||||
| Total other comprehensive income (loss) | 1,396 | (123 | ) | 1,777 | (339 | ) | ||||||
| Total comprehensive loss before allocation to noncontrolling interest | (134,507 | ) | (131,473 | ) | (197,754 | ) | (171,493 | ) | ||||
| Comprehensive loss attributable to noncontrolling interest | (36,123 | ) | (58,854 | ) | (53,938 | ) | (79,038 | ) | ||||
| Comprehensive loss attributable to common stockholders | $ | (98,384 | ) | $ | (72,619 | ) | $ | (143,816 | ) | $ | (92,455 | ) |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
| For The Six Months<br>Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss before allocation to noncontrolling interest | $ | (199,531 | ) | $ | (171,154 | ) |
| Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: | ||||||
| Depreciation and amortization | 22,678 | 40,336 | ||||
| Amortization of debt issuance costs | 721 | 1,901 | ||||
| Loss on disposal of property and equipment | - | 2,221 | ||||
| Loss on remeasurement of warrant liabilities | 68,238 | 47,926 | ||||
| Stock-based compensation | 18,351 | 13,807 | ||||
| Paid-in-kind ("PIK") interest expense | 497 | 2,959 | ||||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses and other current assets | (1,982 | ) | (10,128 | ) | ||
| Accounts payable and accrued expenses | 20,675 | (14,873 | ) | |||
| Operating lease right-of-use assets and operating lease liabilities | (59 | ) | (21 | ) | ||
| Contract liabilities | 1,086 | 21,780 | ||||
| Other assets and liabilities | (2,698 | ) | 972 | |||
| Net cash used in operating activities | (72,024 | ) | (64,274 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (430,622 | ) | (61,770 | ) | ||
| Net cash used in investing activities | (430,622 | ) | (61,770 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from debt | 473,498 | 145,000 | ||||
| Repayments of debt | (926 | ) | (124 | ) | ||
| Payment for debt issuance costs | (6,516 | ) | (5,162 | ) | ||
| Proceeds from issuance of common stock | 462,776 | 189,921 | ||||
| Payments for third party equity issuance costs | (9,843 | ) | (2,757 | ) | ||
| Issuance of equity under employee stock plan | 7,193 | 105 | ||||
| Employee taxes paid for stock-based compensation awards | (6,027 | ) | (1,240 | ) | ||
| Purchase of capped call transactions | (44,528 | ) | - | |||
| Net cash provided by financing activities | 875,627 | 325,743 | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,115 | ) | (229 | ) | ||
| Net increase in cash, cash equivalents and restricted cash | 371,866 | 199,470 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 567,534 | 88,097 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 939,400 | $ | 287,567 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Non-cash activities: | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 1,505 | $ | - | ||
| Non-cash investing and financing activities: | ||||||
| Purchases of property and equipment in accounts payable and accrued expenses | $ | 22,155 | $ | 8,073 | ||
| PIK interest paid through issuance of PIK notes | 497 | 2,959 | ||||
| Deferred asset acquisition costs paid by issuance of penny warrants | 121,156 | - | ||||
| 2034 Convertible Notes settled by issuance of Class A Common Stock | 139,620 | - | ||||
| Cash paid for: | ||||||
| Interest | $ | 813 | $ | 4,422 | ||
| Income taxes, net | 1,323 | 902 |
AST SPACEMOBILE, INC.
RECONCILIATION OF GAAP REPORTED TO NON-GAAP ADJUSTED MEASURES (UNAUDITED)
(Dollars in thousands)
| For the Three Months Ended June 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| GAAP Reported | Stock-Based Compensation Expense | Adjusted | ||||||
| Engineering services costs | $ | 28,598 | $ | (3,341 | ) | $ | 25,257 | |
| General and administrative costs | 27,242 | (7,184 | ) | 20,058 | ||||
| Research and development costs | 6,393 | 6,393 | ||||||
| Depreciation and amortization | 11,720 | 11,720 | ||||||
| Total operating expenses | $ | 73,953 | $ | (10,525 | ) | $ | 63,428 | |
| Less: Depreciation and amortization | (11,720 | ) | ||||||
| Adjusted operating expenses | $ | 51,708 | ||||||
| For the Three Months Ended March 31, 2025 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| GAAP Reported | Stock-Based Compensation Expense | Adjusted | ||||||
| Engineering services costs | $ | 27,204 | $ | (4,018 | ) | $ | 23,186 | |
| General and administrative costs | 18,384 | (3,808 | ) | 14,576 | ||||
| Research and development costs | 7,135 | 7,135 | ||||||
| Depreciation and amortization | 10,958 | 10,958 | ||||||
| Total operating expenses | $ | 63,681 | $ | (7,826 | ) | $ | 55,855 | |
| Less: Depreciation and amortization | (10,958 | ) | ||||||
| Adjusted operating expenses | $ | 44,897 |
Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs are alternative financial measures used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expense as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We define Adjusted engineering services costs and Adjusted general and administrative costs as engineering services costs and general and administrative costs adjusted to exclude stock-based compensation expenses.
We believe Adjusted operating expenses, Adjusted engineering services costs and Adjusted general and administrative costs are useful measures across time in evaluating our operating performance as we use these measures to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expenses, Adjusted engineering services costs, and Adjusted general and administrative costs are non-GAAP financial measures that have no standardized meaning prescribed by U.S. GAAP, and therefore have limits in their usefulness to investors. Because of the non-standardized definitions, these measures may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. These measures are not, and should not be viewed as, a substitute for their most directly comparable GAAP measure of Total operating expenses, Engineering services costs and General and administrative costs.
BUSINESS UPDATE SECOND QUARTER 2025 August 11, 2025 NASDAQ: ASTS
Forward Looking Statements This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile 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 AST SpaceMobile’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’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 AST SpaceMobile’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 AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; 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 AST SpaceMobile’s Form 10-K filed with the SEC on March 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025. AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile 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 AST SpaceMobile’s Form 10-K filed with the SEC on March 3, 2025 and Form 10-Q filed with the SEC on May 12, 2025. AST SpaceMobile’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, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures Adjusted operating expense is an alternative financial measure used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expense as total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We believe Adjusted operating expenses is a useful measure across time in evaluating the Company's operating performance as we use Adjusted operating expenses to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expense is a non-GAAP financial measure that has no standardized meaning prescribed by U.S. GAAP, and therefore has limits in its usefulness to investors. Because of the non-standardized definition, it may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. This measure is not, and should not be viewed as, a substitute for its most directly comparable GAAP measure of total operating expenses. Industry and Market Data This presentation includes market data and other statistical information from sources believed to be reliable, including independent industry publications, governmental publications or other published independent sources. Although AST SpaceMobile believes these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks and Trade Names AST SpaceMobile owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with AST SpaceMobile, or an endorsement or sponsorship by or of AST SpaceMobile. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that AST SpaceMobile will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Space-Based Cellular Broadband Network Building the First and Only
KEY HIGHLIGHTS Preparing to deploy nationwide intermittent service in the United States by the end of 2025, followed by the United Kingdom, Japan, and Canada in Q1 2026 Expanded spectrum strategy with agreement to acquire 60 MHz of global S-Band spectrum priority rights, augmenting existing 3GPP cellular and L-Band strategies, alongside unique satellite technology to deliver up to 120 Mbps peak data rates per cell Advanced commercialization efforts with expansion of partnerships, derived from agreements with more than 50 mobile network operators globally, which have nearly 3.0 billion existing subscribers, while receiving additional U.S. Government contract awards Completed assembly of microns for phased arrays of eight Block 2 BlueBird satellites and expect to complete assembly of 40 satellites equivalent of microns by early 2026 Over $1.5 billion in balance sheet cash, cash equivalents, and restricted cash (as of June 30, 2025), pro forma for convertible notes offering and sales under the now terminated ATM facility
Preparing to deploy nationwide intermittent service in the United States by the end of 2025, followed by the United Kingdom, Japan, and Canada in Q1 2026
Completed assembly of microns for phased arrays of eight Block 2 BlueBird satellites and expect to complete assembly of 40 satellites equivalent of microns by early 2026 PANEL ASSEMBLY Anticipating at least five orbital launches by end of Q1 2026, with orbital launches every one to two months on average to reach goal of 45 to 60 satellites launched during 2025 and 2026 FM1 is expected to be ready to ship in August 2025 with a mutually determined launch date thereafter, becoming AST SpaceMobile’s seventh satellite in orbit Company manufacturing footprint with 95% vertical integration to grow to over 400,000 square feet by end of 2025 across Texas, Europe and other locations globally MICRON ASSEMBLY BLOCK 2 BLUEBIRD ENCAPSULATED BLOCK 2 BLUEBIRD PRODUCTION FM1, AST SPACEMOBILE’S FIRST NEXT-GEN BLOCK 2 BLUEBIRD SATELLITE
Target Block 2 BlueBird Deployment Plan to Reach 45-60 Satellites in Orbit During 2025 and 2026 Note: Expected satellite(s) ready for shipment plans as of August 2025. The timing of shipment of the Block 2 BlueBird satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BlueBird satellites, regulatory approvals for the shipment, availability of capital, many of which are beyond our control. Launch # 1 2 3 4 5 6 7 8 9 10 11 12 13 Microns For Phased Array Completed Sep 2025 Oct 2025 Dec 2025 Jan 2026 Feb 2026 Mar 2026 Apr 2026 May 2026 Jun 2026 Satellite(s) Ready to Ship Aug 2025 Sep 2025 Nov 2025 Nov 2025 Dec 2025 Jan 2026 Feb 2026 Mar 2026 Apr 2026 May 2026 Jun 2026 Jul 2026 Aug 2026
S-Band spectrum access positions AST SpaceMobile to further grow subscriber capacity and bring additional services to targeted markets around the world Both S-Band and L-Band spectrum strategies, alongside Low Band, further enable a true broadband experience directly from space to everyday smartphones, with up to 120 Mbps peak data speeds Received court approval for L-Band definitive documentation, providing AST SpaceMobile long-term access to up to 45 MHz of L-Band, premium lower mid-band spectrum, in the U.S. and Canada, subject to regulatory approvals Expanded spectrum strategy with agreement to acquire 60 MHz of global S-Band spectrum priority rights, augmenting existing 3GPP cellular and L-Band strategies, alongside unique satellite technology to deliver up to 120 Mbps peak data rates PER CELL Existing low-band 3GPP strategy is enhanced with new mid-band spectrum access Dual-Band Aggregation Leveraging both low-band coverage and mid-band capacity through carrier aggregation L-Band 1.5Ghz 1.6GHz S-Band 2.0Ghz 2.2GHz Low Band 700-950 MHz
SatCo, the AST SpaceMobile and Vodafone jointly-owned European distribution entity, received expressions of interest from network operators in 21 of 27 EU member states for a sovereign direct-to-device mobile broadband satellite service Vi partnership seeks to expand space-based mobile connectivity and solutions for consumer, enterprise, and IoT sectors in India, one of the world's largest telecom markets Advanced commercialization efforts with expansion of partnerships, derived from agreements with more than 50 mobile network operators globally, which have nearly 3.0 billion existing subscribers Potential coverage 50+ MNO partners with nearly 3 billion subscribers globally Selected MNO Partners
Demonstrated first tactical non-terrestrial network (NTN) connectivity over standard mobile devices, with participation from multiple branches of U.S. armed forces under previously announced contract with the Defense Innovation Unit (DIU) U.S. Navy U.S. Marine Corps U.S. Army U.S. Space Command U.S. USDR&E U.S. Indo-Pacific Command While showing additional capabilities for the U.S. Government and receiving additional contract awards With the U.S. Government as an end customer Signed two additional early-stage contracts for the U.S. Government end customer, bringing the total to eight contracts to date with the U.S. Government as an end customer
OPERATING AND CAPITAL METRICS $M Non-GAAP. See appendix for a reconciliation. Adjusted operating expenses is equal to total operating expense adjusted to exclude depreciation and amortization and stock based-compensation expense. Depreciation and amortization for the three months ended June 30, 2025 and March 31, 2025 was $11.7 million and $11.0 million, respectively. Stock-based compensation for the three months ended June 30, 2025 and March 31, 2025 consisted of $3.3 million and $4.0 million of engineering services costs and $7.2 million and $3.8 million of general and administrative costs, respectively. Adjusted operating expenses in Q2 2025 included transaction expenses from the completion of the L-Band spectrum transaction, related non-recourse senior-secured delayed-draw term loan facility, and significant work on our joint venture with Vodafone launched during the quarter. If you further adjust for these transaction expenses, our Adjusted operating expenses were closer to $46.5 million. Gross property and equipment as of June 30, 2025, March 31, 2025 and December 31, 2024 was $906.9 million, $584.1 million, and $460.0 million, respectively. Accumulated depreciation and amortization as of June 30, 2025, March 31, 2025 and December 31, 2024 was $145.3 million, $133.3 million, and $122.4 million, respectively. Cash Position as of June 30, 2025 and March 31, 2025 includes $15.8 million and $0.7 million of restricted cash, respectively. Over $1.5 billion in balance sheet cash, cash equivalents, and restricted cash (as of June 30, 2025), pro forma for convertible notes offering and sales under the now terminated ATM facility Adj. Operating Expenses1 Capital Expenditures3 Liquidity4 5 $M $M Over $1.5 B ~$46.5 2
RECONCILIATION TO NON-GAAP MEASURES Adj. operating expenses - 3 months ended Stock-based compensation for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024 consisted of $3.3 million, $4.0 million, and $2.0 million of engineering services costs and $7.2 million, $3.8 million, and $6.8 million of general and administrative costs, respectively. Stock-based compensation for the six months ended June 30, 2025 and 2024, respectively, consisted of $7.3 million and $3.6 million of engineering services costs and $11.0 million and $10.2 million of general and administrative costs, respectively. ($ in thousands) Jun 30, ‘25 Mar 31, ‘25 Jun 30, '24 Engineering services costs 28,598 27,204 21,202 General and administrative costs 27,242 18,384 17,839 Research and development costs 6,393 7,135 4,460 Depreciation and amortization 11,720 10,958 20,392 Total operating expenses 73,953 63,681 63,893 Less: Depreciation and amortization (11,720) (10,958) (20,392) Less: Stock-based compensation expense 1 (10,525) (7,826) (8,874) Total adj. operating expenses 51,708 44,897 34,627 ($ in thousands) Jun 30, ‘25 Jun 30, '24 Engineering services costs 55,802 40,719 General and administrative costs 45,626 30,126 Research and development costs 13,528 8,711 Depreciation and amortization 22,678 40,336 Total operating expenses 137,634 119,892 Less: Depreciation and amortization (22,678) (40,336) Less: Stock-based compensation expense 2 (18,351) (13,807) Total adj. operating expenses 96,605 65,749 Adj. operating expenses - 6 months ended
