01—Abstract
Summary
Summary of the 8-K filed June 26, 2025. Cited figures are marked; the original filing is the authoritative source.
AST SpaceMobile (ASTS) disclosed in this Form 8-K that the U.S. Bankruptcy Court for the District of Delaware approved on June 23, 2025 its transaction with Ligado Networks, under which AST would gain long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite service.
The deal builds on a January 2025 binding term sheet and March 2025 definitive agreements, and it is supplemented by a June 13, 2025 multi-party Settlement Term Sheet with Viasat and Inmarsat. Inmarsat's support includes long-term usage rights of 80+ years to up to 40 MHz of L-Band MSS spectrum plus access to an additional 5 MHz in the 1670-1675 MHz band, along with affirmative support for AST's FCC and ISED applications. The financial commitment is substantial.
AST must pay Ligado approximately $550 milliona at closing, of which $535 million flows to Inmarsat, and it has secured a $550 million non-recourse senior-secured delayed-draw term loan commitment to fund a special-purpose vehicle. Ahead of closing, AST agreed to pay Inmarsat on Ligado's behalf $420 million on October 31, 2025, $100 million on March 31, 2026, and $15 million upon regulatory approval and closing, conditional on a backstop commitment from Ligado's financial sponsors that would refund these payments if closing fails. AST plans to raise institutional financing to cover the pre-closing payments.
Separately, SpectrumCo must pay at least $80 millionb annually for spectrum usage rights starting September 30, 2025, plus long-term net revenue sharing with Ligado. For investors, the key considerations are execution and balance-sheet risk. Closing depends on regulatory approvals and Ligado's bankruptcy process, and the company acknowledges that the transaction will significantly increase indebtedness and annual required cash spend.
Financing may be dilutive if raised through equity. The filing frames the spectrum as a major strategic asset that would pair with AST's low-band coverage to enable higher data rates, with peak speeds of up to 120 Mbps targeted for the Block 2 BlueBird satellites.
02—Key points
Key Highlights
- Bankruptcy Court approved the Ligado Transaction on June 23, 2025, granting AST long-term access to up to 45 MHz of lower mid-band spectrum in the U.S. and Canada for direct-to-device satellite applications.
- Total consideration of approximately $550 million to Ligado at closing, of which $535 million is to be paid to Inmarsat, with closing subject to satisfactory regulatory approvals and other conditions.
- AST secured a $550 million non-recourse senior-secured delayed-draw term loan commitment to finance a wholly owned SPV, which the company says limits recourse to AST's balance sheet.
- Pre-closing payments on Ligado's behalf to Inmarsat: $420 million on October 31, 2025, $100 million on March 31, 2026, and $15 million at closing, conditioned on a backstop commitment that refunds payments if closing fails.
- Inmarsat settlement adds 80+ year usage rights to up to 40 MHz of L-Band MSS spectrum plus 5 MHz in the 1670-1675 MHz band, with Inmarsat supporting AST's FCC and ISED applications.
- SpectrumCo must pay at least $80 million annually for spectrum usage starting September 30, 2025, and provide Ligado with long-term net revenue sharing rights.
- The company explicitly warns the transaction will significantly increase indebtedness and annual cash requirements, and that equity financing could cause dilution to Class A shareholders.
03—Questions
Frequently Asked Questions
What spectrum is AST SpaceMobile acquiring, and why does it matter?
AST gains long-term access to up to 45 MHz of lower mid-band spectrum in the U.S. and Canada, which the company describes as the largest available block of high-quality nationwide spectrum in the U.S. Combined with its existing low-band plans, which offer better penetration and coverage, this is intended to support higher data speeds, with peak rates of up to 120 Mbps targeted for Block 2 BlueBird satellites.
How much will AST have to pay, and when?
Approximately $550 million is due to Ligado at closing, with $535 million going to Inmarsat. Before closing, AST agreed to pay Inmarsat on Ligado's behalf $420 million on October 31, 2025, and $100 million on March 31, 2026, with a final $15 million at closing. Separately, SpectrumCo must pay at least $80 million per year for usage rights starting September 30, 2025.
Is the deal certain to close?
No. Closing requires satisfactory regulatory approvals for the proposed spectrum use and other conditions. The filing also notes risks from Ligado's ongoing bankruptcy proceedings and the need to finance pre-closing payments. Pre-closing payments are refundable only if the sponsor backstop commitment is in place and closing fails.
How will AST fund the payments, and what are the risks to shareholders?
AST has a $550 million non-recourse delayed-draw term loan commitment for the closing payment, and plans institutional financing based on the backstop commitment to cover earlier payments. Equity financing could dilute Class A holders, and debt would increase indebtedness and require more cash for debt service. The company acknowledges the transaction will significantly raise its annual cash spend.
What role did Inmarsat and Viasat play in the agreement?
Under the June 13, 2025 Settlement Term Sheet, Inmarsat agreed to support AST's receipt of long-term L-Band spectrum usage rights and to provide affirmative support for AST's FCC and ISED applications. The settlement also resolves certain litigation between Ligado and Inmarsat, which was a key factor in the structure of the pre-closing payments. Viasat is a party to the term sheet.
04—Continue