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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
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.
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.
Other Events. On February 20 and February 23, 2026, AST SpaceMobile, Inc. (the “Company”) completed the repurchase of approximately $46.5 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the “4.25% Convertible Notes”) and $250.0 million principal amount of its outstanding 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes” and together with the 4.25% Convertible Notes, the “Existing Notes”), respectively, in separate, privately negotiat…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in
of the Company’s Current Report on Form 8-K filed on February 17, 2026, 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 of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Option Notes were initially resold by the i…
Other Events. Copies of the opinions of Freshfields US LLP relating to the legality of the issuance and sale of shares of AST SpaceMobile, Inc.’s Class A common stock (“Class A Common Stock”), offered pursuant to the Company’s prospectus supplements, each dated February 11, 2026, are attached hereto as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K. Option Notes As previously disclosed, on February 17, 2026, AST SpaceMobile, Inc. (the “Company”) issued $1,000,000,000 aggregate princi…
Unregistered Sales of Equity Securities. The information contained in
Unregistered Sales of Equity Securities. The information set forth under
Other Events. On February 12, 2026, the Company issued a press release announcing the pricing of the Notes and a press release relating to the pricing of its registered direct offerings of Class A Common Stock and concurrent repurchases of a portion of its 4.25% convertible senior notes due 2032 and 2.375% convertible senior notes due 2032. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein. Forward-Look…
Entry into a Material Definitive Agreement. Indenture and Notes On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within the period fr…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
Results of Operations and Financial Condition. On February 11, 2026, AST SpaceMobile, Inc. (the “ Company ”) announced a proposed offering (the “ New Notes Offering ”) of convertible senior notes due 2036 (the “ New Notes ”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), as described in
below. In connection with the New Notes Offering and the Registered Direct Offerings, 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 December 31, 2025: Preliminary 2025 Financial Results The Company’s financial results as of and for the fiscal year ended December 31…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Mr. Hiroshi Mikitani was previously appointed to the Board as the Rakuten Group, Inc. (“Rakuten”) designee pursuant to the Company’s Stockholders Agreement. As a result of subsequent issuances of the Company’s Class A Common Stock, Rakuten no longer holds a sufficient percentage of the Company’s Class A Common Stock to retain its right to designate…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 21, 2025, as described below under
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.
Entry into a Material Definitive Agreement. On October 31, 2025 (the “Closing Date”), BackstopCo, LLC (“BackstopCo”), a subsidiary of AST & Science, LLC (“AST LLC”) entered into a loan agreement with UBS AG, Stamford Branch as lender (the “Loan Agreement”). The Loan Agreement provides for a cash collateralized term loan facility (the “Loan Facility”) in an aggregate principal amount of $420.0 million (“Loan Amount”). The loan under the Loan Facility will bear interest at a floating rate equal…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Other Events. On October 29, 2025, AST LLC entered into a ten-year commercial agreement with STC to enable direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets. As part of this agreement, STC has committed to a prepayment of $175 million during 2025 for future services and made a significant long-term commercial revenue commitment. The partnership aims to eliminate connectivity gaps by delivering 5G and 4G LTE services directly to standard mobile phones…
Unregistered Sales of Equity Securities. The information set forth under
Other Events. On October 21, 2025, the Company issued a press release announcing the pricing of the Notes and a press release relating to the pricing of its registered direct offering of Class A Common Stock and concurrent repurchase of a portion of its 4.25% convertible senior notes due 2032. A copy of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. Forward-Looking Statements This Current Report on Form 8-K co…
Entry into a Material Definitive Agreement. Indenture and Notes On October 24, 2025, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.00% Convertible Senior Notes due 2036 (the “ Notes ”). Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
below. In connection with the New Notes Offering and the Registered Direct 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 September 30, 2025: Liquidity Update As of September 30, 2025, total cash and cash equivalents and restricted cash was approximately $…
Results of Operation and Financial Condition. On October 21, 2025, AST SpaceMobile, Inc. (the “ Company ”) announced a proposed offering (the “ New Notes Offering ”) of convertible senior notes due 2036 (the “ New Notes ”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), as described in
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