8-KMaterial AgreementsOther EventsExhibits & Filings

AST SpaceMobile, Inc. 8-K Report, Material Agreement (Jun 26, 2025)

Filed June 26, 2025For Securities:ASTS

Summary

AST SpaceMobile, Inc. (ASTS) has filed an 8-K detailing the U.S. Bankruptcy Court's approval on June 23, 2025, of its material definitive agreement with Ligado Networks LLC. This agreement, previously outlined in a Strategic Collaboration Term Sheet and further defined by Definitive Agreements and a Settlement Term Sheet with Viasat and Inmarsat, grants AST SpaceMobile long-term access to significant spectrum assets. Specifically, the company will gain access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. This spectrum is crucial for enhancing AST SpaceMobile's existing plans, complementing its low-band spectrum capabilities and offering what is described as the largest available block of high-quality nationwide spectrum in the U.S. The transaction involves substantial financial commitments, including approximately $550.0 million in consideration to Ligado Networks, to be financed through a non-recourse senior-secured delayed-draw term loan facility. Additionally, SpectrumCo, a subsidiary, will be required to pay at least $80.0 million annually for spectrum usage rights and provide revenue sharing to Ligado. The Settlement Term Sheet with Viasat and Inmarsat reshapes some payment terms, with a significant portion of the consideration directed to Inmarsat in advance of closing, supported by institutional financing and a backstop commitment from Ligado's sponsors. The company also secured a commitment for 80+ years of spectrum usage rights for an additional 40 MHz of L-Band MSS spectrum and 5 MHz in the 1670-1675 MHz Band, with Inmarsat providing affirmative regulatory support.

Key Highlights

  • 1Bankruptcy Court approval received for the material definitive agreement with Ligado Networks LLC on June 23, 2025.
  • 2AST SpaceMobile secures long-term access to up to 45 MHz of lower mid-band spectrum in the US and Canada for direct-to-device satellite applications.
  • 3The agreement includes approximately $550.0 million in consideration, financed by a non-recourse senior-secured delayed-draw term loan facility.
  • 4SpectrumCo, a subsidiary, will pay at least $80.0 million annually for spectrum usage rights and share net revenues with Ligado.
  • 5A Settlement Term Sheet with Viasat and Inmarsat details payment redirection to Inmarsat, supported by institutional financing and sponsor backstop commitments.
  • 6Inmarsat has agreed to provide affirmative support for AST SpaceMobile's regulatory applications with the FCC and ISED Canada.
  • 7The transaction is subject to various closing conditions, including satisfactory regulatory approvals, and Ligado's ongoing bankruptcy proceedings present risks.

Frequently Asked Questions

The agreement is highly significant as it grants AST SpaceMobile access to critical lower mid-band spectrum, which is essential for expanding and enhancing its direct-to-device satellite communication capabilities. This spectrum is considered high-quality and nationwide, complementing the company's existing low-band spectrum strategy and potentially broadening its service offerings and market reach.

The transaction involves a substantial financial commitment of approximately $550.0 million, which is being financed through a non-recourse senior-secured delayed-draw term loan facility. Additionally, ongoing spectrum usage fees of at least $80.0 million annually and revenue sharing obligations with Ligado are expected. Investors should be aware of the increased indebtedness and annual cash spend, as well as the risks related to financing disbursement and Ligado's bankruptcy proceedings, which could impact the transaction's consummation and overall financial health.

Inmarsat is a key party in the Settlement Term Sheet, which amends certain aspects of the Ligado transaction. Inmarsat is supporting the company's receipt of long-term spectrum usage rights and providing affirmative support for regulatory applications. As part of this, a significant portion of the $550.0 million consideration originally owed to Ligado will be paid to Inmarsat, with specific payment schedules outlined, contingent on regulatory approvals and closing. This payment structure is supported by institutional financing and a backstop commitment.

The consummation of the Ligado transaction is subject to several conditions, most notably the receipt of satisfactory regulatory approvals from relevant authorities (like the FCC and ISED Canada) for the proposed use of the spectrum. Furthermore, Ligado's ongoing Chapter 11 bankruptcy proceedings introduce significant risk, as there is no assurance the transaction will be completed. Other risks include obtaining the necessary financing and potential integration, technology, and regulatory challenges if the deal does close.