8-KOther EventsExhibits & Filings

AST SpaceMobile, Inc. 8-K Report, Corporate Update (Jul 5, 2022)

Filed July 5, 2022For Securities:ASTS

Summary

AST SpaceMobile, Inc. (ASTS) has announced the sale of its 51% interest in its subsidiary, UAB NanoAvionics (“Nano”), to Kongsberg Defence & Aerospace AS. This strategic divestiture is expected to generate approximately €27 million in cash consideration for AST LLC, a subsidiary of AST SpaceMobile, subject to customary adjustments. The sale, valued at a minimum enterprise value of €65.0 million for Nano, is a move to streamline the Company's focus on its core satellite-to-device communication technology. The transaction is anticipated to close in the third quarter of 2022, pending regulatory approvals, including potential CFIUS review. This divestiture represents a significant step in AST SpaceMobile's capital allocation strategy, allowing it to concentrate resources on the development and commercialization of its satellite constellation and network. While Nano has been a subsidiary, its sale aims to unlock value and potentially provide a cash infusion to support AST SpaceMobile's ambitious growth plans in the burgeoning space-based mobile connectivity market. Investors will be keen to monitor the final closing of this deal and how the proceeds are deployed.

Key Highlights

  • 1AST SpaceMobile is selling its 51% stake in subsidiary UAB NanoAvionics to Kongsberg Defence & Aerospace AS.
  • 2The estimated cash consideration for AST LLC is approximately €27 million, with a total enterprise value for Nano set at no less than €65.0 million.
  • 3The divestiture aims to allow AST SpaceMobile to focus on its core satellite-to-device technology and business.
  • 4The transaction is expected to close in the third quarter of 2022.
  • 5Completion of the sale is subject to customary closing conditions, including regulatory approvals such as potential CFIUS review.
  • 6A cooperation agreement between AST LLC and Nano is expected at closing for ongoing commercial arrangements.
  • 7InMotion Holdings, LLC, owned by CEO Abel Avellan, will receive approximately €7.7 million related to an option to acquire Nano shares.

Frequently Asked Questions

AST SpaceMobile is selling its 51% stake in NanoAvionics to focus its resources and capital on its core business of developing and commercializing its satellite-based cellular broadband network. This divestiture is intended to streamline operations and concentrate on its primary technology.

AST SpaceMobile estimates it will receive approximately €27 million in cash consideration for the sale of its NanoAvionics shares, subject to customary working capital and net debt adjustments.

The sale is subject to several customary closing conditions, including the receipt of all required regulatory approvals (such as investment screening and potentially CFIUS approval), and the fulfillment of pre-closing obligations and accuracy of warranties by both parties. There is no financing condition for this transaction.

The Share Sale is expected to close in the third quarter of 2022.