Summary
AST SpaceMobile, Inc. (ASTS) has announced a significant strategic acquisition through a Share Purchase Agreement to acquire 100% of EllioSat Ltd. This acquisition grants AST SpaceMobile crucial S-Band ITU priority rights to MSS frequencies (1980-2010 MHz and 2170-2200 MHz) for low Earth orbit operations. The total consideration for EllioSat Ltd. is approximately $46 million in cash and deferred payments, plus potential performance-based payments totaling $18.5 million tied to the successful launch and operation of a new L/S satellite. The company has the flexibility to pay these amounts in cash, ASTS Class A common stock, or a combination thereof, with registration rights provided for stock issuances.
Key Highlights
- 1AST SpaceMobile to acquire EllioSat Ltd., securing vital S-Band ITU priority rights for MSS frequencies (1980-2010 MHz and 2170-2200 MHz).
- 2Acquisition terms include $26 million at closing, $10 million on the second anniversary, and $10 million on the third anniversary.
- 3Potential for an additional $18.5 million in performance-based payments tied to L/S satellite launch and operational success.
- 4Payment flexibility: consideration can be settled in cash, ASTS stock (based on VWAP), or a mix.
- 5The transaction is expected to close in the second half of 2025, subject to customary closing conditions.
- 6EllioSat Ltd.'s acquired frequencies are designated for use in low Earth orbit.
- 7The acquisition is a strategic move to bolster the company's spectrum position for its satellite services.
Frequently Asked Questions
The primary benefit is the acquisition of critical S-Band ITU priority rights for Mobile Satellite Services (MSS) frequencies (1980-2010 MHz and 2170-2200 MHz). These frequencies are essential for enhancing and expanding AST SpaceMobile's low Earth orbit satellite communication capabilities.
The total commitment includes $46 million in cash and deferred payments spread over three years, plus up to $18.5 million in performance-based payments contingent on the successful launch and operation of a new L/S satellite. The company can elect to pay a portion of this consideration in its Class A common stock.
The acquisition is anticipated to close in the second half of 2025. The closing is subject to the satisfaction of customary closing conditions and has a termination date of November 30, 2025, which may be extended under certain circumstances.
AST SpaceMobile has the discretion to pay the acquisition consideration using cash, shares of its Class A common stock (valued based on a trailing 30-day VWAP), or a combination of both. If paid in stock, the company has agreed to provide registration rights for the resale of those shares.