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What changed in AST SpaceMobile, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AST SpaceMobile, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+583 added−560 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-03)

Top changes in AST SpaceMobile, Inc.'s 2025 10-K

583 paragraphs added · 560 removed · 362 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

91 edited+30 added−80 removed48 unchanged
Biggest changeTo this end, we have entered into agreements with prime contractors for the United States (“U.S.”) government to perform certain tasks and intend to seek to enter into other similar agreements with the U.S. government, either directly or through prime contractors, to develop and test certain non-communication applications and, once qualified, provide certain non-communication and communication services through our satellites.
Biggest changeWe also intend to leverage our patented technology, including the large phased array and high power capability of our BlueBird (“BB”) satellites, for a variety of non-communication and communication applications in the government sector. To this end, we have entered into agreements with the United States (“U.S.”) government either directly or through prime contractors to perform certain tasks.
Item 1. Business Our Company We are building the first and only global Cellular Broadband network in space to be accessible directly by everyday smartphones (2G/4G-LTE/5G devices) for commercial use, and other applications for government use utilizing our extensive intellectual property (“IP”) and patent portfolio.
Item 1. Business Our Company We are building the first and only global Cellular Broadband network in space to be accessible directly by everyday smartphones (2G/4G-LTE/5G devices) for commercial use, and for other applications for government use utilizing our extensive intellectual property (“IP”) and patent portfolio.
We intend to seek to use a revenue-sharing business model for SpaceMobile Service in our agreements with MNOs. The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments.
We intend to seek to use a revenue-sharing business model for the SpaceMobile Service in our agreements with MNOs. The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments.
In addition, when we introduce our own AST5000 Application Specific Integrated Circuit (“ASIC”) chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost.
In addition, when we introduce our own AST5000 Application Specific Integrated Circuit (“ASIC”) chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to continue to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost.
Our custom developed ASIC chip is expected to enable materially greater throughput capacity, including peak data rates of up to 120 Mbps per individual spot beam when utilizing 40 MHz of spectrum and two-way back haul capacity which could utilize up to 10,000 MHz of spectrum per 2 satellite, require less power and offer a significantly lower overall unit cost.
Our custom developed ASIC chip is expected to enable materially greater throughput capacity, including peak data rates of up to 120 Mbps per individual spot beam when utilizing 40 MHz of spectrum and two-way back haul capacity which could utilize up to 10,000 MHz of spectrum per satellite, require less power and offer a significantly lower overall unit cost.
In certain cases where we have invested or co-invested with our suppliers in the design and development of satellite components and subsystems but do not own the IP design and in cases where we select suppliers to manufacture our own custom designed components and subsystems, we generally have contractual restrictions on the suppliers prohibiting the use of these design, development, and manufacturing processes for certain number of years to supply the same or similar satellite components and 6 subsystems to any other third parties.
In cases where we have invested or co-invested with our suppliers in the design and development of satellite components and subsystems but do not own the IP design and in cases where we select suppliers to manufacture our own custom designed components and subsystems, we generally have contractual restrictions on the suppliers prohibiting the use of these design, development, and manufacturing processes for certain number of years to supply the same or similar satellite components and subsystems to any other third parties.
We anticipate launching and deploying additional satellites beyond the initial 90 satellites in order to enhance coverage and system capacity in response to incremental market demand. Continuous coverage is not expected to be available at all times in certain areas due to numerous factors, including number of active satellites in the region, latitude coverage range, and other factors.
We anticipate launching and deploying additional satellites beyond the initial 90 BB satellites in order to enhance coverage and system capacity in response to incremental market demand. Continuous coverage is not expected to be available at all times in certain areas due to numerous factors, including number of active satellites in the region, latitude coverage range, and other factors.
We have made significant investments in the design, development, supply chain, and manufacturing and assembly processes of our BB satellites including various sub systems and components. We own the IP and control the manufacturing process, either internally at our AIT facilities or with contract manufacturers, for approximately 95% of the sub-systems used in our Block 2 BB satellites.
We have made significant investments in the design, development, supply chain, and manufacturing and assembly processes of our BB satellites including various subsystems and components. We own the IP and control the manufacturing process, either internally at our AIT facilities or with contract manufacturers, for approximately 95% of the sub-systems used in our Block 2 BB satellites.
Nonetheless, there can be no assurance that the necessary licenses would be available on acceptable terms, if at all. The industry in which we compete is characterized by rapidly changing technology, a large number of patents, and related litigation regarding patent and other intellectual property rights.
Nonetheless, there can be no assurance that the necessary licenses would be available on acceptable terms, if at all. 8 The industry in which we compete is characterized by rapidly changing technology, a large number of patents, and related litigation regarding patent and other intellectual property rights.
We continuously aim to increase, where feasible, vertical integration for manufacturing of satellite components and subsystems at our AIT facilities to reduce our dependency on suppliers, ensure timely supply of satellite components and subsystems to meet our launch timeline, and lower the overall cost of BB satellites. We have designed and developed our own ASIC chip.
We continuously aim to increase, where feasible, vertical integration for manufacturing of satellite components and subsystems at our AIT facilities to reduce our dependency on suppliers, ensure timely supply of satellite components and subsystems to meet our planned launch timeline, and lower the overall cost of BB satellites. We have designed and developed our own ASIC chip.
We have not experienced any work stoppages and consider our relations with our employees to be good. 10 We consider our talent to be very important to our operations and execution of our business strategy as well as the overall success of our business. Our key human capital objectives in managing our business include attracting, developing and retaining top talent.
We have not experienced any work stoppages and consider our relations with our employees to be good. We consider our talent to be very important to our operations and execution of our business strategy as well as the overall success of our business. Our key human capital objectives in managing our business include attracting, developing and retaining top talent.
We are continuing to invest in our supply chain and expand our supplier base, increase the level of vertical integration for manufacturing our BB satellites to reduce dependency on any single supplier, secure the timely supply of materials to meet the production volume of our satellites, and control costs.
We are continuing to invest in our supply chain and expand our supplier base, increase the level of vertical integration for manufacturing our BB satellites to reduce dependency on any single supplier, secure the timely supply of materials to meet the planned production volume of our satellites, and control costs.
We believe this focus will enable us to avoid competing with existing incumbent MNOs and reduce the complexity of our operations, thereby significantly reducing our overhead, marketing costs, customer acquisition costs, billing infrastructure and other customer support operations. Modular Deployment Schedule.
We believe this focus will enable us to avoid competing with existing MNOs and reduce the complexity of our operations, thereby significantly reducing our overhead, marketing costs, customer acquisition costs, billing infrastructure and other customer support operations. Modular Deployment Schedule.
Our design and development activities primarily take place in our engineering and development centers located in the United States, Scotland, Spain, India and Israel. In addition, we utilize third-party technology partners to assist in the development of certain satellite technology.
Our design and development activities primarily take place in our engineering and development centers located in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. In addition, we utilize third-party technology partners to assist in the development of certain satellite technology.
While our initial Block 2 BB satellites currently in production are designed to support low-band spectrum only, we continue to make progress towards the completion of the design and development of our Block 2 BB satellites supporting mid-band spectrum.
While our initial Block 2 BB satellites currently in production are designed to support low-band spectrum only, we continue to make progress towards the completion of the design, development, and qualification of our Block 2 BB satellites supporting mid-band spectrum.
As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user (“ARPU”).
As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user.
We utilize a range of domestic and international contract manufacturers and vendors to manufacture specific components, subsystems, software and other electronic components used in our BB satellites.
We utilize a range of domestic and international contract manufacturers and vendors to manufacture specific components, subsystems, and other electronic components used in our BB satellites.
We expect the MNOs will market our SpaceMobile Service to their existing customers, who will be the ultimate end-users. We generally seek to negotiate a revenue-sharing model in our agreements with MNOs. To date, we have entered into definitive commercial agreements with AT&T and Vodafone and approximately 50 preliminary agreements and understandings with other MNOs.
We expect the MNOs will market our SpaceMobile Service to their existing customers, who will be the ultimate end users. We generally seek to negotiate a revenue-sharing model in our agreements with MNOs. To date, we have entered into definitive commercial agreements with AT&T, Verizon, STC and Vodafone and approximately 50 preliminary agreements and understandings with other MNOs.
This technology eliminates the need to purchase expensive, specialized equipment or new mobile device or to carry antennas. Satellites Designed for Great Functionality, Power and Redundancy: Our satellites are designed to have the largest commercial phased array ever deployed in LEO to provide high speed Cellular Broadband for commercial use.
This technology eliminates the need to purchase expensive, specialized equipment or new mobile devices or to carry antennas. Satellites Designed for Great Functionality, Power and Redundancy: Our satellites are designed to have the largest commercial phased array ever deployed in LEO to provide high speed Cellular Broadband for commercial use.
Cost Advantages due to Greater Control of our Manufacturing: We believe that our significant investments in our manufacturing facilities and equipment, testing facilities including vibration and environment testing facilities, manufacturing processes, and supply chain provide us with a greater degree of control to manufacture our satellites in a timely manner and lower the overall costs of our satellites.
Cost Advantages due to Greater Control of our Manufacturing: We believe that our significant investments in our manufacturing facilities and equipment, testing facilities including environment testing, manufacturing processes, and supply chain network provide us with a greater degree of control to manufacture our satellites in a timely manner and lower the overall costs of our satellites.
We have approximately 61 pending international patent applications in the countries noted above as well as under the Patent Cooperation Treaty. We seek to establish and maintain our proprietary rights in our technology and products through a combination of patents, copyrights, trademarks, trade secrets and contractual rights.
We have approximately 50 pending international patent applications in the countries noted above as well as under the Patent Cooperation Treaty. We seek to establish and maintain our proprietary rights in our technology and products through a combination of patents, copyrights, trademarks, trade secrets and contractual rights.
Standalone Get Connected Plan ● In areas without cellular coverage today, subscribers will use and pay for the SpaceMobile Service as their primary network through an MNO partner. Aeronautical and Maritime ● Connect end users travelling in aircraft and vessels for Cellular Broadband service.
Standalone Get Connected Plan ● In areas without cellular coverage today, subscribers will use and pay for the SpaceMobile Service as their primary network through an MNO partner. Aeronautical and Maritime ● Connect end users traveling in aircraft and vessels for Cellular Broadband service.
In comparison, the mobile satellite service LEOs offered by our existing competitors are designed to support low data rate applications such as SOS. We also compete with regional mobile satellite communications services in several geographic markets.
In comparison, the mobile satellite service LEOs offered by some of our existing competitors are designed to support low data rate applications such as SOS. We also compete with regional mobile satellite communications services in several geographic markets.
We encourage training and development of our employees and provide on-the-job training and online platforms. Our success depends, in part, on our continuing ability to identify, hire, attract, train, develop, and maintain our employees’ well-being. Our ability to hire, attract and retain employees depends on our ability to provide competitive total compensation.
We encourage training and development of our employees and provide on-the-job training and online platforms. Our success depends, in part, on our continuing ability to identify, hire, attract, train, and develop our employees, and to maintain their well-being. Our ability to hire, attract and retain employees depends on our ability to provide competitive total compensation.
The Control sat is the main body and structural component of our BB satellite in which the payload and various subsystems, such as propulsion system, reaction wheels, avionics, power control and distribution unit, and QV antennas, are held.
The Control sat is the main body and structural component of our BB satellites in which the payload and various subsystems, such as propulsion system, reaction wheels, avionics, power control and distribution unit, and QV antennas, are held.
Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and sub systems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and sub systems readily available on hand to be able to complete the final integration and testing of the required number of Block 2 BB satellites closer to the planned launch timelines.
Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and subsystems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and subsystems readily available on hand to be able to complete the final integration and testing of the required number of Block 2 BB satellites closer to the planned launch timelines.
We have invested a substantial amount and hundreds of man-years in development of key sub systems including our solar power system for power generation at relatively lower cost than space industry standard power generation cost, battery packs, power control and distribution unit, flight software, ASIC chip, payload system, mechanisms and structures.
We have invested a substantial amount and hundreds of man-years in development of key subsystems including our solar power system for power generation at relatively lower cost than space industry standard power generation cost, battery packs, power control and distribution unit, flight software, ASIC chip, payload system, mechanisms and structures.
Focus on Providing Wholesale Services to Mobile Network Operators. In addition to seeking complementary relationships with MNOs, we will also seek to sell our services on a wholesale basis to MNOs who then offer this capability directly to their customer base.
Focus on Providing Services to Mobile Network Operators. In addition to seeking complementary relationships with MNOs, we will also seek to sell our services on a revenue share basis to MNOs who then offer this capability directly to their customer base.
We believe our large phased array design and custom ASIC chip together with our expansive and technologically diverse intellectual property portfolio consisting of more than 3,500 patent and patent pending claims, including innovations in the direct-to-cell satellite ecosystem from space to Earth, provide significant technological advantages to provide superior coverage and deliver high speed Cellular Broadband versus other direct to device satellite services.
We believe our large phased array design and custom ASIC chip together with our expansive and technologically diverse intellectual property portfolio consisting of approximately 3,850 patent and patent pending claims, including innovations in the direct-to-cell satellite ecosystem from space to Earth, provide significant technological advantages to provide superior coverage and deliver high speed Cellular Broadband versus other direct to device satellite services.
Cellular Broadband Directly to Unmodified Devices: Our large phased array, based on our innovative technology backed by more than 3,500 patent and patent pending claims, is designed to provide high speed Cellular Broadband including voice, text, data and video services directly to any off-the-shelf and unmodified 2G/4G-LTE/5G mobile device using low and mid-band cellular spectrum currently used by MNOs.
Cellular Broadband Directly to Unmodified Devices: Our large phased array, based on our innovative technology backed by approximately 3,850 patent and patent pending claims, is designed to provide high speed Cellular Broadband including voice, text, data and video services directly to any off-the-shelf and unmodified 2G/4G-LTE/5G mobile device using low and mid-band cellular spectrum currently used by MNOs.
We have entered into agreements with multiple launch vehicle providers to secure launch contracts that meet our planned launch timelines for the initial BB constellation. In addition, 3 we are continuing to develop strategic relationships with additional launch vehicle providers both in the United States and outside the United States for cost effective future launches.
We have entered into agreements with multiple launch vehicle providers to secure launch contracts that meet our planned launch timelines for the BB satellites. In addition, we are continuing to develop strategic relationships with additional launch vehicle providers both in the United States and outside the United States for cost effective future launches.
We also believe the SpaceMobile Service could be used as a back up in the event of a disruption of service to the MNO’s terrestrial infrastructure due to a natural disaster such as a hurricane, civil unrest or a cyberattack.
We also believe the SpaceMobile Service could be used as a backup in the event of a disruption of service to the MNO’s terrestrial infrastructure due to a natural disaster such as a hurricane, civil unrest or a cyberattack.
We have devoted over four years of dedicated research, development and engineering expertise, equivalent to an estimated 150 man-years of intensive work, in design and development of our custom ASIC chip. We own the IP of our ASIC chip.
We have devoted over four years of dedicated research and development, equivalent to an estimated 150 man-years of intensive work, in completing the design and development of our custom ASIC chip. We own the IP of our ASIC chip.
These definitive commercial agreements enable access to key markets and large number of end-users, which provides us with a significant advantage to rapidly roll out SpaceMobile Service, when available, and gain a higher market share in the direct-to-device market segment.
These definitive commercial agreements and relationship with MNOs enable access to key markets and large number of end-users, which provide us with a significant advantage to rapidly roll out SpaceMobile Service, when available, and gain a higher market share in the direct-to-device market segment.
Some components, subsystems and services necessary for the assembly of our satellites are currently obtained from a sole source supplier or a limited group of suppliers. Where feasible, we seek to evaluate and qualify new suppliers to mitigate our risk of dependency on sole source suppliers and increase the capacity and availability of components.
Some components, subsystems and services necessary for the assembly of our satellites are currently obtained from a sole source supplier or a limited group of suppliers. We continue to evaluate and qualify new suppliers to mitigate our risk of dependency on sole source suppliers and increase the capacity and availability of components.
We expect to continue testing for SpaceMobile Service including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe and Japan.
We expect to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe, Japan and other strategic markets.
Definitive Commercial Agreements with MNOs Enabling Access to Key Markets and Potentially Large Number of Subscribers: We believe our definitive commercial agreement with AT&T and our plan to enter into an agreement with Verizon provide us a significant opportunity to provide SpaceMobile Service to the majority of end-users in the United States.
Definitive Commercial Agreements with MNOs Enabling Access to Key Markets and Potentially Large Number of Subscribers: We believe our definitive commercial agreements with AT&T and Verizon provide us a significant opportunity to provide SpaceMobile Service to the majority of end-users in the United States.
We also have approximately 26 currently pending United States patent applications. Moreover, we have 19 granted international patents providing protection in 17 different countries, including Europe, Australia, Canada, India, Japan, and South Korea, and 6 that have been indicated as allowable and ready for issue pending completion of patent office formalities.
We also have approximately 35 currently pending United States patent applications. Moreover, we have 29 granted international patents providing protection in 17 different countries, including Europe, Australia, Canada, India, Japan, and South Korea, and 11 that have been indicated as allowable and ready for issue pending completion of patent office formalities.
According to Groupe Speciale Mobile Association (“GSMA”), as of December 31, 2024, approximately 5.8 billion mobile subscribers are constantly moving in and out of coverage, approximately 3.4 billion people have no cellular broadband coverage and approximately 350.0 million people have no connectivity or mobile cellular coverage.
According to Groupe Speciale Mobile Association (“GSMA”), as of December 31, 2025, approximately 5.8 billion mobile subscribers are constantly moving in and out of coverage, approximately 2 3.4 billion people have no Cellular Broadband coverage and approximately 300.0 million people have no connectivity or mobile cellular coverage.
We have commenced assembling and testing the Block 2 BB satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.
We have continued to assemble and test the Block 2 BB satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.
As part of our strategy, we aim to own and control the IP of all major sub systems of our BB satellites, and design and assemble our own constellation of BB satellites.
As part of our strategy, we aim to own and control the IP of all major subsystems of our BB satellites, and design and assemble our own constellation of BB satellites.
The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in low Earth orbit (“LEO”) using low-band and mid-band spectrum controlled by Mobile Network Operators (“MNOs”).
The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in LEO using low-band and mid-band spectrum controlled by MNOs.
Any waiver granted by us to our principal executive officer, principal financial offer, principal accounting officer or controller or persons performing similar functions under the Code of Ethics and certain amendments to the Code of Ethics will be posted on that website.
Any waiver granted by us to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions under the Code of Business Conduct and Ethics and certain amendments to the Code of Business Conduct and Ethics will be posted on our Company’s internet website.
To this end, we have entered into agreements with prime contractors for the U.S. government to perform certain tasks and intend to seek to enter into other similar agreements with the U.S. government or prime contractors for the U.S government.
To this end, we have entered into agreements with the U.S. government either directly or indirectly through prime contractors to perform certain tasks and intend to enter into other similar agreements with the U.S. government or prime contractors for the U.S government.
We conduct a majority of our satellite design and development activities by utilizing our global engineering team, including space scientists, mechanical and electronics engineers, semi-conductor engineers, RF and communications engineers, software developers, system engineers, and consultants on various aspects of our satellite system development efforts.
We conduct a majority of our satellite design and development activities by utilizing our global engineering team, including space scientists, mechanical and electronics engineers, semiconductor engineers, radio-frequency (“RF”) and communications engineers, software developers, system engineers, and consultants on various aspects of our satellite system development efforts.
We have 36 patent families worldwide and to date, we have 45 granted United States patents (44 of which we own and one of which is exclusively licensed to us) and at least five United States patent applications that have been indicated as allowable and ready for issue pending completion of patent office formalities.
We have 38 patent families worldwide and to date, we have 54 granted United States patents (53 of which we own and one of which is exclusively licensed to us) and at least two United States patent applications that have been indicated as allowable and ready for issue pending completion of patent office formalities.
We launched our BW3 test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022.
We launched our Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communications phased array antenna of the BW3 test satellite in orbit on November 14, 2022.
We are expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services. We have entered into agreements for sale of gateway equipment and associated services to MNOs in development of our global network infrastructure.
We are expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services. We have sold and will continue to sell gateway equipment and associated services to MNOs in the build-out of our global network infrastructure.
We intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment.
We intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. We currently have partnerships with over 50 MNOs with nearly 3 billion subscribers globally. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment.
The phased array consists of building blocks called microns. Each micron contains multiple antennas, front-end modules, a distributed digital processing and data transfer unit, and a thermal and electrical power system consisting of a solar panel, batteries and a power distribution unit.
Each micron contains multiple antennas, front-end modules, a distributed digital processing and data transfer unit, and a thermal and electrical power system consisting of a solar panel, batteries and a power distribution unit.
Intellectual Property Our IP portfolio is expansive and technologically diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space to Earth. As of December 31, 2024, our IP portfolio consists of more than 3,500 patent and patent pending claims worldwide, of which approximately 1,550 have been officially granted or allowed.
Further ITU filings may be required as well. Intellectual Property Our IP portfolio is expansive and technologically diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space to Earth. As of December 31, 2025, our IP portfolio consists of approximately 3,850 patent and patent pending claims worldwide, of which approximately 1,900 have been officially granted or allowed.
We have made, and are continuing to make, significant capital investments in buildings and equipment both at our AIT facilities and at certain suppliers to increase the capacity to manufacture satellite components to reach our target capacity of assembling, integrating, and testing six BB satellites per month by the second quarter of 2025; streamline the assembly, integration and testing processes for BB satellites; and conduct various testing of satellites including vibration and environment testing at our facilities.
We have made significant capital investments in facilities and equipment both at our AIT facilities and at certain suppliers to increase our capacity to manufacture satellite components to reach our target capacity of assembling, integrating, and testing six BB satellites per month; streamline and automate the assembly, integration and testing processes; and conduct environmental testing of satellites at our facilities.
We believe the larger aperture array is expected to provide greater spectrum 1 reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures.
The Block 2 BB satellites are designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites. The larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures.
We file or furnish periodic reports and amendments thereto, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, proxy statements and other information with the SEC.
We file or furnish periodic reports and amendments thereto, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.
We believe that our business model is attractive to MNOs who will be able to augment and extend their Cellular Broadband coverage to customers without having to build additional towers, infrastructure, or purchase additional spectrum. In addition, we believe that the SpaceMobile Service will provide MNOs the opportunity to increase monthly ARPU through the sales of additional services.
We believe that our business model is attractive to MNOs who will be able to augment and extend their Cellular Broadband coverage to customers without having to build additional towers, infrastructure, or purchase additional spectrum.
We have entered into launch agreements with multiple launch service providers which will enable us to commence a planned launch campaign during 2025 and 2026 to launch approximately 60 Block 2 BB satellites.
We have entered into launch agreements with multiple launch service providers which will enable us to continue our planned launch campaign to launch over 60 Block 2 BB satellites.
We have reached a key production milestone and are in initial production phase of the first batch of our ASIC chip. Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a FPGA chip.
Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a FPGA chip.
We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government. We launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024.
We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government. We launched five Block 1 BB satellites on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite.
Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a FPGA chip. 4 Satellite deployment and coverage plans We are developing a phased satellite deployment plan and corresponding commercial launch plan of the SpaceMobile Service based on targeted geographical areas to provide the SpaceMobile Service to the most commercially attractive MNO markets.
Satellite deployment and coverage plans We are developing a phased satellite deployment plan and corresponding commercial launch plan of the SpaceMobile Service based on targeted geographical areas to provide the SpaceMobile Service to the most commercially attractive MNO markets.
Our BB satellites are designed to be launched in a variety of launch vehicles. Our current launch agreements with multiple launch providers enable us to commence a planned launch campaign during 2025 and 2026 to launch approximately 60 Block 2 BB satellites. Explore opportunities for variety of applications in government sector.
Our BB satellites are designed to be launched in a variety of launch vehicles. Our current launch agreements with multiple launch providers enable us to continue our planned launch campaign to launch over 60 Block 2 BB satellites.
In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as the laws of the United States. 9 Competition The mobile satellite services industry at-large is highly competitive but has significant barriers to entry, including the cost and difficulty associated with successfully developing, building and launching a satellite network and obtaining various governmental and regulatory approvals.
Competition The mobile satellite services industry at-large is highly competitive but has significant barriers to entry, including the cost and difficulty associated with successfully developing, building and launching a satellite network and obtaining various governmental and regulatory approvals.
We face competition from existing and new companies including SpaceX’s Starlink and Globalstar, which are developing satellite communications technology using LEO constellations to provide competitive services in the direct-to-device segment of the mobile satellite services industry. In 2023, Apple introduced a new service supported by Globalstar which provides SOS Emergency Service capabilities to its latest generation iPhones.
We face competition from existing and new companies including SpaceX’s Starlink, which is developing satellite communications technology using LEO constellations to provide competitive services in the direct-to-device segment of the mobile satellite services industry.
We have reached key production milestones and are in initial production phase of the first batch of the ASIC chip. Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a Field Programmable Gate Arrays (“FPGA ”) chip.
We have reached a validation maturity milestone, which allows production and provision of flight candidate ASIC units for assembly into the electronic board. Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a Field Programmable Gate Arrays (“FPGA ”) chip.
We will need to execute definitive commercial agreements with those MNOs that will supersede the preliminary agreements and understandings before we can offer our SpaceMobile Service in jurisdictions where they operate. 5 We expect that the MNOs will market and sell the enhanced coverage of the SpaceMobile Service directly to their customers and offer the service at a differentiated price to the current terrestrial coverage using the following illustrative service offerings, among others.
We expect that the MNOs will market and sell the enhanced coverage of the SpaceMobile Service directly to their customers and offer the service at a differentiated price to the current terrestrial coverage using the following illustrative service offerings, among others.
We also make available on that website, and in print, if any stockholder or other person so requests, our “Code of Business Conduct and Ethics” applicable to all employees and Directors.
In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically, including us. We also make available on that website, and in print, if any stockholder or other person so requests, our “Code of Business Conduct and Ethics” applicable to all employees and Directors.
In February 2025, SpaceX and T-Mobile US offered a beta test of Starlink that included text messaging. In addition, we face competition from existing service providers such as Inmarsat, Globalstar, ORBCOMM, Thuraya Telecommunications Co. and Iridium Communications that offer a range of mobile and fixed communications options.
In addition, we face competition from existing service providers such as Inmarsat Global Limited (“Inmarsat”), Globalstar, Thuraya Telecommunications Co., Iridium Communications and Skylo that offer a range of mobile and fixed communications options.
None of our U.S. employees are subject to any collective bargaining agreement. Generally, each employee is required to sign a confidentiality, non-disclosure and non-use agreement with us.
In certain countries in which we operate, we are subject to, and comply with, local labor law requirements, which may automatically make our employees subject to industry-wide collective bargaining agreements. None of our U.S. employees are subject to any collective bargaining agreement. Generally, each employee is required to sign a confidentiality, non-disclosure and non-use agreement with us.
Similarly, our definitive commercial agreement with Vodafone provides us with an opportunity to provide SpaceMobile Service to a large number of end-users in several international markets outside the United States.
Similarly, our definitive commercial agreements with Vodafone and STC provide us with an opportunity to provide SpaceMobile Service to a large number of end-users in several international markets outside the United States. In addition, we currently have partnerships with over 50 MNOs with nearly 3 billion subscribers globally.
The timing of shipment of the first Block 2 BB satellite is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellite, regulatory approvals for the launch, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
The timing of shipment and launch of the Block 2 BB satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellites, regulatory approvals for the shipment and launch, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control. 7 Government Regulations Our planned 248-satellite non-geostationary orbit (“NGSO”) constellation will provide services from LEO that rely on the use of RF spectrum.
Our Block 2 BB satellites are expected to be approximately 2,400 square feet in size and more than three times bigger than the communication array of the Block 1 BB satellites, which, by themselves, are the largest satellites in LEO. The Block 2 BB satellites will have the largest phased array ever deployed in a LEO for commercial use.
On December 23, 2025, we launched our first Block 2 BB satellite (“BB6”), which features up to approximately 2,400 square feet phased array, the largest phased array ever deployed in a LEO for commercial use and more than three times larger than the phased array of the Block 1 BB satellites.
In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the U.S. and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages.
In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones. In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the United States and also completed the tests for non-communication applications for the U.S. government.
Our primary AIT facilities include approximately 194,000 square feet facilities in Texas for assembly and testing of our BB satellites, as well as an approximately 59,000 square foot new facility in Spain for assembly and testing of avionics and reliability components which will replace the existing 10,500 square foot facility when the lease ends in April 2025, and an approximately 33,000 square foot facility in Israel for assembly and testing of electronic components.
Our primary AIT facilities include approximately 450,000 square feet facilities in Texas for assembly and testing of our BB satellites, as well as an approximately 30,000 square feet facility in Florida for assembly and testing of batteries, propulsion systems, and solar panels, 59,000 square foot facility in Spain for assembly and testing of avionics and reliability components, and an approximately 37,000 square foot facility in Israel for assembly and testing of electronic components.
Customers, Sales and Marketing We have developed relationships with companies, such as Vodafone, Rakuten, AT&T, Verizon, Google, American Tower, and others that have innovative technologies and products, skilled personnel, and potential end-user customers that complement our strategy.
We may adopt a strategy for commercial launch of the SpaceMobile Service, including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan. 5 Customers, Sales and Marketing We have developed relationships with companies, such as Vodafone, Rakuten, AT&T, Verizon, Google, American Tower, STC, Bell Canada and others that have innovative technologies and products, skilled personnel, and potential end-user customers that complement our strategy.
We have entered into agreements with prime contractors for the U.S. government to perform certain tasks on our BW3 test satellite and our Block 1 BB satellites in orbit today and intend to seek to enter into other similar agreements with the U.S. government or prime contractors for the U.S government.
We have entered into agreements with the U.S. government either directly as a prime contractor or indirectly through prime contractors to perform certain tasks on our BW3 test satellite and our BB satellites in orbit today and intend to enter into other similar agreements with the U.S. government or prime contractors for the U.S government. 6 Manufacturing, Assembly and Launch Our strategy is to control the manufacturing and supply chain of the components used in our BB satellites, and assemble, integrate and test BB satellites primarily in our AIT facilities in the U.S.
Our engineering and manufacturing facilities have injury prevention programs, and our procedures emphasize the need for the cause of injuries to be investigated and for action plans to be implemented to mitigate potential recurrence. Key Wireless Infrastructure Provider Relationships We have relationships with various wireless infrastructure providers. A summary of certain commercial relationships with wireless infrastructure providers is below.
Our engineering and manufacturing facilities have injury prevention programs, and our procedures emphasize the need for the cause of injuries to be investigated and for action plans to be implemented to mitigate potential recurrence. Available Information Our Company's internet website address is www.ast-science.com.
We are headquartered in Texas where we operate 194,000 square feet of satellite assembly, integrating and testing (“AIT”) facilities and operate from multiple locations that include AIT and engineering and development locations elsewhere in the United States, India, Scotland, Spain and Israel.
We are headquartered in Texas where we operate satellite assembly, integration and test (“AIT”) facilities. We also have engineering and development centers elsewhere in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. Our global footprint was approximately 450,000 square feet as of December 31, 2025.
We believe that having satellites to support both commercial and governmental applications will enable us to better optimize and monetize the capacity and capabilities of our satellites. Our Strategy We intend to build a SpaceMobile Service which leverages our technology to provide Cellular Broadband services to MNO end-user customers around the world using existing mobile devices, and for government use.
We believe that having dual-use satellites to support both commercial and governmental applications will enable us to better optimize and monetize the capacity and capabilities of our satellites.
Our business is subject to extensive rules, regulations, statutes, orders and policies imposed by the government in the United States and in foreign jurisdictions. For example, in the U.S. commercial use of radio-frequency spectrum is subject to the jurisdiction of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended.
The provision of such services is highly regulated. Our business is subject to extensive rules, regulations, statutes, orders and policies imposed by the government in the United States and by foreign jurisdictions.
Manufacturing, Assembly and Launch Our strategy is to control the manufacturing and supply chain of the components used in our BB satellites, and assemble, integrate and test BB satellites primarily in our AIT facilities in Texas. We believe this strategy will result in a faster turn to market, greater control and lower overall costs.
We believe this strategy will result in a faster turn to market, greater control and lower overall costs.
We could incur significant costs, including cleanup costs, fines, sanctions and third-party claims, as a result of violations of or in connection with liabilities under environmental laws and regulations.
We could incur significant costs, including cleanup costs, fines, sanctions and third-party claims, as a result of violations of or in connection with liabilities under environmental laws and regulations. 9 Human Capital Management As of December 31, 2025, we employed approximately 1,126 full-time and part-time employees worldwide, which included approximately 708 employees in the U.S. and approximately 418 employees in other jurisdictions, primarily Scotland, Spain, India and Israel.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, upon consummation of the Ligado Transaction, we would pay to Ligado (1) at our option, $350.0 million in cash, $350.0 million of shares of our Class A Common Stock or a combination of cash and shares and (2) at our option, $200.0 million in cash, $200.0 million of convertible notes issued by us on market terms or a combination of cash and convertible notes.
Biggest changeUpon the conversion of the 2032 4.25% Convertible Notes, the 2032 2.375% Convertible Notes, the 2036 2.00% Convertible Notes and the 2036 2.25% Convertible Notes, we have the option to pay or deliver, as the case may be, shares of our Class A Common Stock, or a combination of cash and shares of our Class A Common Stock.
Pursuant to the Tax Receivable Agreement (“TRA”), we are generally required to pay the TRA Holders (as defined in the Tax Receivable Agreement) 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that we and any applicable consolidated, unitary, or combined Subsidiaries (the “Tax Group”) realize, or are deemed to realize, as a result of certain “Tax Attributes,” which include: • existing tax basis in certain assets of AST LLC and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by us from a TRA Holder (including AST Common Units held by a Blocker Corporation (as defined in the Tax Receivable Agreement) acquired by us in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition; • tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by us under the Tax Receivable Agreement) acquired by us from a TRA Holder pursuant to the terms of the A&R Operating Agreement; • tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and • certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by us pursuant to a Reorganization Transaction.
Pursuant to the Tax Receivable Agreement, we are generally required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that we and any applicable consolidated, unitary, or combined Subsidiaries (the “Tax Group”) realize, or are deemed to realize, as a result of certain “Tax Attributes,” which include: • existing tax basis in certain assets of AST LLC and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by us from a TRA Holder (including AST Common Units held by a Blocker Corporation (as defined in the Tax Receivable Agreement) acquired by us in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition; • tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by us under the Tax Receivable Agreement) acquired by us from a TRA Holder pursuant to the terms of the A&R Operating Agreement; • tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and • certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by us pursuant to a Reorganization Transaction.
Our Bylaws require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Second Amended and Restated Certificate of Incorporation (“Charter”) or Bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (a) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within 10 days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (c) for which the Court of Chancery does not have subject matter jurisdiction, or (d) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
Our Bylaws require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Second Amended and Restated Certificate of Incorporation (“Charter”) or Bylaws, 34 or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (a) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within 10 days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (c) for which the Court of Chancery does not have subject matter jurisdiction, or (d) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
Risks Related to Our Legal and Regulatory Matters • Our business is subject to extensive government regulation worldwide, which mandates how we may operate our business and may increase the cost of providing services and expansion into new markets. • Our ability to provide service to our customers and generate revenues could be harmed by adverse governmental regulatory actions. • Our ability to offer one or more services in important countries or regions of the world could be limited due to regulatory requirements or geopolitical events. 14 • We expect to provide the SpaceMobile Service in the U.S. and elsewhere on frequencies not regularly allocated for mobile-satellite service, which requires regulatory approval, and there can be no assurance that we will receive or be able to maintain such approval.
Risks Related to Our Legal and Regulatory Matters • Our business is subject to extensive government regulation worldwide, which mandates how we may operate our business and may increase the cost of providing services and expansion into new markets. • Our ability to provide service to our customers and generate revenues could be harmed by adverse governmental regulatory actions. • Our ability to offer one or more services in important countries or regions of the world could be limited due to regulatory requirements or geopolitical events. • We expect to provide the SpaceMobile Service in the U.S. and elsewhere on frequencies not regularly allocated for mobile-satellite service, which requires regulatory approval, and there can be no assurance that we will receive or be able to maintain such approval.
The success of our business plan is dependent on a number of factors outside of our control, including: • our ability to maintain the functionality, capacity and control of the SpaceMobile Service and satellite network once launched; • the ability to access MNO or other spectrum on suitable terms to us; • the level of market acceptance and demand for our products and services from MNOs and their end-user customers; • the ability to introduce products and services that satisfy market demand; • the ability to comply with all applicable regulatory requirements in the countries in which we plan to operate; • the effectiveness of competitors in developing and offering similar services and products; • consumer acceptance of initial phases of the SpaceMobile Service which is not expected to provide continuous service; • the ability to find third parties to successfully launch our satellites; and • the ability to maintain competitive prices for our products and services and to control our expenses.
The success of our business plan is dependent on a number of factors outside of our control, including: • our ability to maintain the functionality, capacity and control of the SpaceMobile Service and satellite network once launched; • the ability to access MNO or other spectrum on suitable terms to us; • the level of market acceptance and demand for our products and services from MNOs and their end-user customers; • the ability to introduce products and services that satisfy market demand; • the ability to comply with all applicable regulatory requirements in the countries in which we plan to operate; • the effectiveness of competitors in developing and offering similar services and products; • consumer acceptance of initial phases of the SpaceMobile Service which is not expected to provide continuous service; 13 • the ability to find third parties to successfully launch our satellites; and • the ability to maintain competitive prices for our products and services and to control our expenses.
However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective for various reasons, including: • any patent applications we submit may not result in the issuance of patents; 25 • the scope of our issued patents, including our patent claims, may not be broad enough to protect our proprietary rights; • our issued patents may be challenged or invalidated by our competitors; • our employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to us; • third parties may independently develop technologies that are the same or similar to ours; • the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and • current and future competitors may circumvent our intellectual property.
However, the measures we take to protect our intellectual property from unauthorized use by others may not be effective for various reasons, including: • any patent applications we submit may not result in the issuance of patents; • the scope of our issued patents, including our patent claims, may not be broad enough to protect our proprietary rights; • our issued patents may be challenged or invalidated by our competitors; • our employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to us; • third parties may independently develop technologies that are the same or similar to ours; • the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and • current and future competitors may circumvent our intellectual property.
These requirements include, for example: 17 • specialized disclosure and accounting requirements unique to government contracts; • financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; • public disclosures of certain contract and company information; and • mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.
These requirements include, for example: • specialized disclosure and accounting requirements unique to government contracts; • financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; • public disclosures of certain contract and company information; and • mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.
Any failure by our management team and our employees to perform as expected may have a material adverse effect on our business, prospects, financial condition and operating results. Rapid and significant technological changes could render the SpaceMobile Service obsolete and impair our ability to compete. The satellite communications industry is subject to rapid advances and innovations in technology.
Any failure by our management team and our employees to perform as expected may have a material adverse effect on our business, prospects, financial condition and operating results. 17 Rapid and significant technological changes could render the SpaceMobile Service obsolete and impair our ability to compete. The satellite communications industry is subject to rapid advances and innovations in technology.
New technologies may also be protected by patents or other intellectual property laws and therefore may not be available. Any failure to implement new technology within the SpaceMobile Service may compromise our ability to compete. 19 If we fail to manage our future growth effectively, our business, prospects, operating results and financial condition could be materially adversely affected.
New technologies may also be protected by patents or other intellectual property laws and therefore may not be available. Any failure to implement new technology within the SpaceMobile Service may compromise our ability to compete. If we fail to manage our future growth effectively, our business, prospects, operating results and financial condition could be materially adversely affected.
We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business, manage our risks, and protect our customers and our reputation. Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer attacks, viruses and other security problems.
We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business, manage our risks, and protect our customers and our reputation. Our network and those of our third-party service providers and MNOs may be vulnerable to unauthorized access, computer attacks, viruses and other security problems.
If our suppliers terminate their relationships with us, fail to provide equipment or services on a timely basis, or fail to meet performance expectations, we may be unable to launch satellites in a timely manner or provide products or services to customers in a competitive manner, which could in turn negatively affect our financial results and reputation.
If our suppliers and launch providers terminate their relationships with us, fail to provide equipment or services on a timely basis, or fail to meet performance expectations, we may be unable to launch satellites in a timely manner or provide products or services to customers in a competitive manner, which could in turn negatively affect our financial results and reputation.
Item 1A. Risk Factors You should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described below are not the only ones that we may face.
Item 1A. Risk Factors You should carefully consider the risks described below together with the other information set forth in this report, which could materially affect our business, operations, financial condition and future results. The risks described below are not the only ones that we may face.
As a result of competition, we may not be able to successfully launch the SpaceMobile Service or products, retain our customers and attract new customers. We face competition from existing and potential competitors in the telecommunications industry, including terrestrial and satellite-based network systems.
As a result of competition, we may not be able to successfully launch the SpaceMobile Service or products, retain our customers and attract new customers. 18 We face competition from existing and potential competitors in the telecommunications industry, including terrestrial and satellite-based network systems.
Reduced demand could cause a significant delay in the launch of our satellites or the development of the SpaceMobile Service which in turn could cause a decline in our 22 anticipated future revenue and make it more difficult to operate profitably in the future, potentially compromising our ability to pursue our business plan.
Reduced demand could cause a significant delay in the launch of our satellites or the development of the SpaceMobile Service which in turn could cause a decline in our anticipated future revenue and make it more difficult to operate profitably in the future, potentially compromising our ability to pursue our business plan.
Patent, trademark, copyright and trade secret laws vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the U.S. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be difficult.
Patent, trademark, copyright and trade secret laws vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the U.S. Further, policing the unauthorized use of our intellectual property in 24 foreign jurisdictions may be difficult.
There can be no assurance that we will be able to negotiate such definitive commercial agreements on terms acceptable to us. Also, many of these preliminary agreements and understandings will need to be renewed as their terms will end before we launch the SpaceMobile Service.
There can be no assurance that we will be able to negotiate such definitive commercial agreements on terms acceptable to us. Also, many of these preliminary agreements and understandings will need to be renewed as their terms may end before we launch the SpaceMobile Service.
These security incidents could have a significant effect on our systems, devices and services, including system failures and delays that could limit network availability, which could harm our business and our reputation and result in substantial liability. Cyberattacks impacting our networks or systems may have a material effect on our operations.
These security incidents could have a significant effect on our systems, devices and services, including system failures and delays, that could limit network availability, harm our business and our reputation, and result in substantial liability. Cyberattacks impacting our networks or systems may have a material effect on our operations.
Furthermore, if we were unable to repay the amounts due and payable, the lenders could proceed against the collateral granted to them to secure that indebtedness which, in certain cases, constitutes a majority of our assets.
Furthermore, if we were unable to repay the amounts due and payable, the lenders could proceed against the collateral granted to them to secure that indebtedness which, in certain cases, constitutes a majority of our manufacturing assets.
We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.
We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.
Our debt instruments restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.
Our debt instruments restrict our ability to dispose of assets and use the proceeds from 22 those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.
AST LLC is treated as partnership for U.S. federal income tax purposes and, as such, generally is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated, for U.S. federal income tax purposes, to the holders AST Common Units and Incentive Equity Units.
AST LLC is treated as partnership for U.S. federal income tax purposes and, as such, generally is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated, for U.S. federal income tax purposes, to the holders of AST Common Units and Incentive Equity Units.
In some markets, we compete directly or indirectly with very small aperture terminal operators that offer communications services 20 through private networks using very small aperture terminals or hybrid systems to target business users.
In some markets, we compete directly or indirectly with very small aperture terminal operators that offer communications services through private networks using very small aperture terminals or hybrid systems to target business users.
Such U.S. government contracts subject us to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation, which governs aspects of U.S. government contracting, including contractor qualifications and acquisition procedures.
U.S. government contracts subject us to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation, which governs aspects of U.S. government contracting, including contractor qualifications and acquisition procedures.
We and our suppliers rely on complex systems and components for the operation and assembly of our satellites, which involves a significant degree of uncertainty and risk in terms of operational performance and costs.
We and our suppliers rely on complex systems and components, which involve a significant degree of risk and uncertainty in terms of operational performance and costs. We and our suppliers rely on complex systems and components for the operation and assembly of our satellites, which involves a significant degree of uncertainty and risk in terms of operational performance and costs.
Also, a failure of one or more of our satellites or the occurrence of equipment failures, collision damage, or other related problems could constitute an uninsured loss and could materially harm our financial condition. 27 Risks Related to Our Legal and Regulatory Matters Our business is subject to extensive government regulation worldwide, which mandates how we may operate our business and may increase the cost of providing services and expansion into new markets.
Also, a failure of one or more of our satellites or the occurrence of equipment failures, collision damage, or other related problems could constitute an uninsured loss and could materially harm our financial condition. 26 Risks Related to Our Legal and Regulatory Matters Our business is subject to extensive government regulation worldwide, which mandates how we may operate our business and may increase the cost of providing services and expansion into new markets.
Operating in foreign countries poses substantial risks, including: • difficulties in developing products and services that are tailored to the needs of local customers; • unavailability of, or difficulties in establishing, relationships with local MNOs; • instability of international economies and governments, including geopolitical conflicts, acts of hostility or war; • changes in laws and policies affecting trade and investment in other jurisdictions, • exposure to varying legal standards, including data privacy, security and intellectual property protection; • difficulties in obtaining required regulatory authorizations; • difficulties in enforcing legal rights; • local domestic ownership requirements; • requirements that certain operational activities be performed in-country; • changing and conflicting national and local regulatory requirements; • foreign currency exchange rates and exchange controls; and • ongoing compliance with the U.S.
Operating in foreign countries poses substantial risks, including: • difficulties in developing products and services that are tailored to the needs of local customers; • unavailability of, or difficulties in establishing, relationships with local MNOs; • instability of international economies and governments, including geopolitical conflicts, acts of hostility or war; • changes in laws and policies affecting trade and investment in other jurisdictions; • exposure to varying legal standards, including data privacy, security and intellectual property protection; • difficulties in obtaining required regulatory authorizations; • difficulties in enforcing legal rights; • local domestic ownership requirements; • requirements that certain operational activities be performed in-country; • changing and conflicting national and local regulatory requirements; • foreign currency exchange rate fluctuations and exchange controls; and • ongoing compliance with the U.S.
Should operational risks materialize, it could result in the monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all of which could have a material adverse effect on our business, prospects, financial condition or operating results. We face substantial risks associated with our international operations.
Should operational risks materialize, it could result in monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all of which could have a material adverse effect on our business, prospects, financial condition or operating results. 20 We face substantial risks associated with our international operations.
The inability to offer or provide the SpaceMobile Service in certain markets could impair us from achieving our revenue and growth plans. 28 We expect to provide the SpaceMobile Service in the U.S. and elsewhere on frequencies not regularly allocated for mobile-satellite service, which requires regulatory approval, and there can be no assurance that we will receive or be able to maintain such approval.
The inability to offer or provide the SpaceMobile Service in certain markets could impair us from achieving our revenue and growth plans. 27 We expect to provide the SpaceMobile Service in the U.S. and elsewhere on frequencies not regularly allocated for mobile-satellite service, which requires regulatory approval, and there can be no assurance that we will receive or be able to maintain such approval.
The inability of AST LLC to make distributions in an amount sufficient to enable us to meet our cash requirements at the holding company level could have an adverse effect on our operations. 30 Risks Related to Tax Our principal asset is our interest in AST LLC, and accordingly we depend on distributions from AST LLC to make any payments required to be made by us under the Tax Receivable Agreement.
The inability of AST LLC to make distributions in an amount sufficient to enable us to meet our cash requirements at the holding company level could have an adverse effect on our operations. 31 Risks Related to Tax Our principal asset is our interest in AST LLC, and accordingly we depend on distributions from AST LLC to make any payments required to be made by us under the Tax Receivable Agreement.
Also, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.
Also, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in anticipated revenues, which would further increase our losses.
Also, production or logistics in supply or production areas or transit to final destinations can be disrupted for a variety of reasons, including natural and man-made disasters, information technology system failures, transportation difficulties, commercial disputes, military actions, economic, business, labor, environmental, public health or political issues or international trade disputes.
Also, production or logistics in supply or production areas and launch sites or transit to final destinations can be disrupted for a variety of reasons, including natural and man-made disasters, information technology system failures, transportation difficulties, commercial disputes, military actions, economic, business, labor, environmental, public health or political issues or international trade disputes.
Risks Related to Our Business and Industry • Our SpaceMobile Service is in development and may not be completed on time or at all and the costs associated with it may be greater than expected. • We may not be able to raise additional funds for continued operations and to initiate our SpaceMobile Service when we need them on favorable terms or at all. • We will incur significant expenses and capital expenditures in the future to execute our business plan and develop the SpaceMobile Service, and we may be unable to adequately forecast or control our expenses. • We have a history of losses and may never become profitable. • Contracts with the U.S. government subject us to risks including early termination, audits, investigations, sanctions and penalties. • We will rely on MNOs and require regulatory approvals to access the spectrum the SpaceMobile Service needs to operate. • We have a limited operating history and operate in a rapidly evolving industry, which makes it difficult to evaluate our business and future prospects and increases the risk of your investment. • Our ability to successfully implement our business plan will depend on a number of factors outside of our control. 13 • We are highly dependent on the services of Abel Avellan, our founder, Chairman and Chief Executive Officer, and if we are unable to retain Mr.
Risks Related to Our Business and Industry • Our SpaceMobile Service is in development and may not be completed on time or at all and the costs associated with it may be greater than expected. • We may not be able to raise additional funds for continued operations, to initiate our SpaceMobile Service and for the Ligado Transaction when we need them on favorable terms or at all. • We will incur significant expenses and capital expenditures in the future to execute our business plan and develop the SpaceMobile Service, and we may be unable to adequately forecast or control our expenses. • We have a history of losses and may never become profitable. • Contracts with the U.S. government subject us to risks including early termination, audits, investigations, sanctions and penalties. • We will rely on MNOs and require regulatory approvals to access the spectrum we need to provide SCS service. • We have a limited operating history and operate in a rapidly evolving industry, which makes it difficult to evaluate our business and future prospects and increases the risk of your investment. • Our ability to successfully implement our business plan will depend on a number of factors outside of our control. • We are highly dependent on the services of Abel Avellan, our founder, Chairman and Chief Executive Officer, and if we are unable to retain Mr.
Avellan, attract and retain key employees and hire qualified management, technical and engineering personnel, our business could be adversely affected. Our success depends, in part, on our ability to retain our key personnel. We are highly dependent on the services of Abel Avellan, our founder, Chairman and Chief Executive Officer. Mr.
We are highly dependent on the services of Abel Avellan, our founder, Chairman and Chief Executive Officer, and if we are unable to retain Mr. Avellan, attract and retain key employees and hire qualified management, technical and engineering personnel, our business could be adversely affected. Our success depends, in part, on our ability to retain our key personnel.
Development of the SpaceMobile Service, which is utilizing new technology, may continue to suffer from delays, interruptions or increased costs due to many factors, some of which may be beyond our control, including: • the failure of the SpaceMobile Service to work as expected as a result of technological or manufacturing and assembling difficulties, design issues or other unforeseen matters; • lower than anticipated demand and acceptance for the SpaceMobile Service and mobile satellite services in general; • our inability to obtain capital in the public and private markets to finance the SpaceMobile Service and related infrastructure, products and services on acceptable terms or at all; • engineering and/or manufacturing performance failing or falling below expected levels of output or efficiency; • denial or delays in receipt of regulatory approvals or non-compliance with conditions imposed by regulatory authorities; • the breakdown or failure of equipment or systems; • the inability to reach commercially viable agreements with launch providers that can accommodate the technical specifications of our satellites, proposed orbits and resulting satellite coverage, and proposed launch timing; • launch costs which may exceed our estimates; • non-performance by third-party contractors or suppliers; 15 • the inability to develop or license necessary technology on commercially reasonable terms or at all; • launch delays or failures or deployment failures or in-orbit satellite failures once launched; • the inability to reach commercially viable cooperative agreements to license spectrum with one or more MNOs; • the inability to negotiate agreements with mobile network operators relating to the SpaceMobile Service that would supersede memoranda of understanding; • labor disputes or disruptions in labor productivity or the unavailability of skilled labor; • increases in the costs of materials or services, including due to inflation; • changes in project scope; • increased competition including competitors that may have more resources than we do; • additional requirements imposed by changes in laws or regulations; • geopolitical events, such as the outbreak of war or hostilities, as well as related sanctions and other trade restrictions; • pandemics, epidemics or other global public health events; or • severe weather or catastrophic events such as fires, earthquakes, storms (including space storms and adverse weather in space) or explosions.
Development of the SpaceMobile Service, which is utilizing new technology, may continue to suffer from delays, interruptions or increased costs due to many factors, some of which may be beyond our control, including: 12 • the failure of the SpaceMobile Service to work as expected as a result of technological or manufacturing and assembling difficulties, design issues or other unforeseen matters; • lower than anticipated demand and acceptance for the SpaceMobile Service and mobile satellite services in general; • our inability to obtain capital in the public and private markets to finance the SpaceMobile Service and related infrastructure, products and services beyond the currently funded constellation size on acceptable terms or at all; • engineering and/or manufacturing performance failing or falling below expected levels of output or efficiency; • denial or delays in receipt of regulatory approvals or non-compliance with conditions imposed by regulatory authorities; • the breakdown or failure of equipment or systems; • the inability to reach commercially viable agreements with launch providers that can accommodate the technical specifications of our satellites, proposed orbits and resulting satellite coverage, and proposed launch timing; • launch costs which may exceed our estimates; • delay or non-performance by third-party contractors or suppliers; • the inability to develop or license necessary technology on commercially reasonable terms or at all; • launch delays or failures or deployment failures or in-orbit satellite failures, including collisions and destruction of one or more satellites once launched; • the inability to reach commercially viable cooperative agreements to license spectrum with one or more MNOs; • the inability to negotiate commercially viable agreements with mobile network operators relating to the SpaceMobile Service that would supersede memoranda of understanding; • labor disputes or disruptions in labor productivity or the unavailability of skilled labor; • increases in the costs of materials or services, including due to tariffs and inflation; • changes in project scope; • increased competition including competitors that may have more resources than we do; • additional requirements imposed by changes in laws or regulations; • geopolitical events, such as the outbreak of war or hostilities, as well as related sanctions and other trade restrictions; • pandemics, epidemics or other global public health events; or • severe weather or catastrophic events such as fires, earthquakes, storms (including space storms and adverse weather in space) or explosions.
Because our satellites are based on a different technology platform than traditional LEO satellites, individuals with sufficient training in our technology may not be available to hire, and as a result, we will need to expend significant time and expense training the employees we do hire.
Because our satellites are based on a different technology platform than traditional LEO satellites, individuals with sufficient training in our technology may not be available to hire, and as a result, we will need to incur significant time and expense training the employees we do hire.
If we are not able to suitably service, upgrade or replace our equipment, our ability to provide our services and therefore to generate revenue could be harmed. 26 Our networks and those of our third-party service providers and MNOs may be vulnerable to security risks.
If we are not able to suitably service, upgrade or replace our equipment, our ability to provide our services and therefore to generate revenue could be harmed. 25 Our networks and those of our third-party service providers and MNOs may be vulnerable to security risks.
Some of these competitors, as well as other existing companies that may seek to enter the markets we serve, may have larger amounts of capital and other resources, have access to financing and capital resources on more advantageous terms, and provide more efficient products or services than we will be able to provide, any of which could reduce our market share and adversely affect our revenues and business.
Some of these competitors, as well as other existing companies that may seek to enter the markets we serve, may have larger amounts of capital and other resources, including launch capacity, have access to financing and capital resources on more advantageous terms, and provide more efficient products or services than we will be able to provide, any of which could reduce our market share and adversely affect our revenues and business.
We could fail to achieve revenue, or experience a decline in revenue, as a result of increasing competition from companies in the wireless communications industry, including wireless and other satellite operators, and from the extension of land-based communications services or new technologies.
We could fail to achieve revenue from the SpaceMobile Service, or experience a decline in revenue, as a result of increasing competition from companies in the wireless communications industry, including wireless and other satellite operators, and from the extension of land-based communications services or new technologies.
If the Ligado Transaction is consummated, the benefits of the Ligado Transaction will be subject to integration, technology and regulatory risks and our ability to develop the user ecosystem. For example, the integration of the Ligado assets into our business may be disruptive for our business and could divert management’s attention.
If the Ligado Transaction is consummated, the benefits of the Ligado Transaction will be subject to integration, technology and regulatory risks and our ability to develop the user ecosystem. For example, integrating use of the Ligado assets into our business may be disruptive for our business and could divert management’s attention.
Recently, there have been reported a number of significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. Also, there are reportedly private products available in the market today that may attempt to unlawfully intercept communications made using our network.
There have been reports of a number of significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. Also, there are reportedly private products available in the market today that may attempt to unlawfully intercept communications made using our network.
Commercial partners may not commit the necessary resources to market and sell our products and services and may also market and sell competitive products and services. Also, such commercial partners may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell our products and services.
Commercial partners may not commit the necessary resources to market and sell our products and services and may also market and sell competitors’ products and services. Also, such commercial partners may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell our products and services.
Our Term Loan Credit Agreement and Lone Star Loan Agreement contain, and any future indebtedness of ours may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • issue certain preferred stock or similar equity securities; • make loans and investments; • sell assets; • incur liens; • enter into transactions with affiliates; • materially alter the businesses we conduct; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
Our debt agreements contain, and any future indebtedness of ours may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • issue certain preferred stock or similar equity securities; • make loans and investments; • sell assets; • incur liens; • enter into transactions with affiliates; • materially alter the businesses we conduct; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
Rather, any excess payments made to such TRA Holders will be applied against and reduce any future cash payments otherwise required to be made by us to the applicable TRA Holders under 31 the Tax Receivable Agreement, after the determination of such excess.
Rather, any excess payments made to such TRA Holders will be applied against and reduce any future cash payments otherwise required to be made by us to the applicable TRA Holders under 32 the Tax Receivable Agreement, after the determination of such excess.
If we were to receive a going concern qualification in our financial statements, the trading price of our Class A Common Stock could be significantly negatively impacted. Because we will incur much of the costs and expenses from these efforts before we receive any revenues with respect thereto, our losses in future periods will be significant.
If we were to receive a going concern qualification in our financial statements, the trading price of our Class A Common Stock could be significantly negatively impacted. Because we will incur much of the costs and expenses from these efforts before we receive any revenues with respect to the SpaceMobile Service, our losses in future periods will be significant.
Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our Board of Directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. 29 We rely on certain of these exemptions.
Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our Board of Directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors.
Our intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
Our intellectual property applications for registration may not be granted or registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
If we are unable to efficiently design, assemble, launch and service our satellites or experience significant delays during such development, our potential margins, potential profitability and prospects could be materially and adversely affected. We have a history of losses and may never become profitable.
If we are unable to efficiently design, assemble, launch and operate our satellites or experience significant delays during such development, our margins, profitability and prospects could be materially and adversely affected. We have a history of losses and may never become profitable.
Additional risks that are not currently known to us or that we currently consider immaterial may also impair our business, financial condition or results of operations. Risk Factor Summary The following is a summary of the material risks that could adversely affect our business, operations and financial results.
Additional risks that are not currently known to us or that we currently consider immaterial may also impair our business, operations, financial condition or future results. 10 Risk Factor Summary The following is a summary of the material risks that could adversely affect our business, operations, financial conditions and financial results.
Risks Related to Our Organizational Structure • The multi-class structure of our Common Stock has the effect of concentrating voting power with our Chief Executive Officer, which will limit an investor’s ability to influence the outcome of important transactions, including a change of control.
Risks Related to Our Organizational Structure • The multi-class structure of our Common Stock has the effect of concentrating voting power with our founder, Chairman and Chief Executive Officer, which will limit an investor’s ability to influence the outcome of important transactions, including a change of control.
These customers may include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available.
These end-users may include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available.
Risks Related to Our Organizational Structure We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements. As of February 27, 2025, Mr.
Risks Related to Our Organizational Structure We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements. As of February 26, 2026, Mr.
Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology.
Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will be granted, or that our issued patents will afford sufficient protection against competitors with similar technology.
Risks Related to Our Satellites and Planned SpaceMobile Service • We may not be able to launch our satellites, or operate our satellites after launch, successfully. • Launch insurance, even if it is available, will not fully cover the risks related to the launch of our satellites. • Our satellites may experience operational problems, which could affect our ability to provide an acceptable level of service to the end-user customers. • Our products could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies, regulatory compliance issues, or events outside of our control, which would harm our business and reputation. • Our satellites have a limited life and may fail prematurely, which could cause our network to be compromised and materially and adversely affect our business, prospects and potential profitability. • Our business could be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties. • Our intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. • We may become subject to claims that our satellites or services violate the patent or intellectual property rights of others, which could be costly and disruptive to us. • Our networks and those of our third-party service providers and MNOs may be vulnerable to security risks. • Cyberattacks impacting our networks or systems may have a material effect on our operations. • Our satellites may collide with space debris or another spacecraft, which could adversely affect the performance of the SpaceMobile Service.
Risks Related to Our Satellites and Planned SpaceMobile Service • We may not be able to launch our satellites, or operate our satellites after launch, successfully. • Launch insurance, even if it is available, will not fully cover the risks related to the launch of our satellites. • Our satellites may experience operational problems, which could affect our ability to provide an acceptable level of service to the end-users. • Our products could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies, regulatory compliance issues, or events outside of our control, which would harm our business and reputation. • Our satellites have a limited life and may fail prematurely, which could cause our network to be compromised and materially and adversely affect our business, prospects and potential profitability. • Our business could be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties. • Our intellectual property applications for registration may not be granted or registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. • We may become subject to claims that our satellites or services violate the patent or intellectual property rights of others, which could be costly and disruptive to us. • Our customized hardware and software may be difficult and expensive to service, upgrade or replace. • Our networks and those of our third-party service providers and MNOs may be vulnerable to security risks. 11 • Cyberattacks impacting our networks or systems may have a material effect on our operations. • Our satellites may collide with space debris or another spacecraft, which could adversely affect the performance of the SpaceMobile Service.
Any disruption to our satellites, services, information systems or telecommunications infrastructure, or regulatory compliance issues, could result in the inability or reduced ability of end-user customers to receive services for an indeterminate period of time.
Any disruption to our satellites, services, information systems or telecommunications infrastructure, or regulatory compliance issues, could result in the inability or reduced ability of end-users to receive services for an indeterminate period of time.
Avellan and his permitted transferees holdings, we qualify as a “controlled company” within the meaning of the Nasdaq corporate governance standards.
Avellan and his permitted transferees’ holdings, we qualify as a “controlled company” within the meaning of the Nasdaq corporate governance standards.
Launch insurance currently costs approximately 3.0% to 15.0% of the insured value of the satellite (including launch costs) but will vary depending on market conditions and the safety record of the launch vehicle. We may choose not to insure every launch or to only partially insure some or all launches.
Launch insurance currently costs approximately 3.0% to 20.0% of the insured value of the satellite (including launch costs) but will vary depending on market conditions and the safety record of the launch vehicle. In the future, we may choose not to insure every launch or to only partially insure some or all launches.
We may not be able to raise additional funds for continued operations and to initiate our SpaceMobile Service when we need them on favorable terms or at all.
We may not be able to raise additional funds for continued operations, to initiate our SpaceMobile Service and for the Ligado Transaction when we need them on favorable terms or at all.
We are already a party to securities class action litigation and may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages, and divert management’s attention from other business concerns, which could seriously harm our reputation, business, financial condition and results of operations.
We have been a party to securities class action litigation in the past and may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages, and divert management’s attention from other business concerns, which could seriously harm our reputation, business, financial condition and results of operations.
If we cannot raise additional funds when needed in the future, our financial condition, results of operations, business and prospects will be materially and adversely affected, including as a result of the need to cancel launch agreements and related incurrence of significant termination fees to cancel those launch agreements.
If we cannot raise additional funds beyond the currently funded constellation size when needed in the future, our financial condition, results of operations, business and prospects will be materially and adversely affected, including as a result of the need to cancel launch agreements and related incurrence of significant termination fees to cancel those launch agreements.
Once the Ligado Transaction closes, AST will face regulatory, technological and adoption risks with respect to use and access to Ligado’s spectrum. As part of the Ligado Transaction, AST will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite operations.
As part of the Ligado Transaction, AST will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite operations. However, AST will face regulatory and technological risks with respect to its use and access to Ligado’s spectrum.
We cannot assure you that the market price of our Class A Common Stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in this report; • developments involving our competitors; • variations in our operating performance and the performance of our competitors in general; • difficult global market and economic conditions; • loss of investor confidence in the global financial markets and investing in general; • inability to attract, retain or motivate our directors, officers or other key personnel; • adverse market reaction to indebtedness we may incur, securities we may grant under our equity incentive award plans or otherwise, or any other securities we may issue in the future, including shares of Class A Common Stock; 36 • failure to meet securities analysts’ earnings estimates; • publication of negative or inaccurate research reports about us or our industry or the failure of securities analysts to provide adequate coverage of the Class A Common Stock in the future; • speculation in the press or investment community about our business; • additions and departures of key employees and personnel; • competition for talent and skill-sets required; • commencement of, or involvement in, litigation involving us; • the volume of shares of our Class A Common Stock available for public sale; • additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • increases in compliance or enforcement inquiries and investigations by regulatory authorities, including as a result of regulations mandated by the Dodd-Frank Act and other initiatives of various regulators that have jurisdiction over us; and • adverse publicity about our industry.
We cannot assure you that the market price of our Class A Common Stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in this report; • developments involving our competitors; • variations in our operating performance and the performance of our competitors in general; • difficult global market and economic conditions; • loss of investor confidence in the global financial markets and investing in general; • inability to attract, retain or motivate our directors, officers or other key personnel; • adverse market reaction to indebtedness we may incur, securities we may grant under our equity incentive award plans or otherwise, or any other securities we may issue in the future, including shares of Class A Common Stock; • failure to meet securities analysts’ earnings estimates; • publication of negative or inaccurate research reports about us or our industry or the failure of securities analysts to provide adequate and accurate coverage of the Class A Common Stock in the future; • speculation in the press or investment community about our business; • additions and departures of key employees and personnel; • competition for talent and skill-sets required; • commencement of, or involvement in, litigation involving us; • the volume of shares of our Class A Common Stock available for public sale; • additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • increases in compliance or enforcement inquiries and investigations by regulatory authorities, including as a result of regulations mandated by the Dodd-Frank Act and other initiatives of various regulators that have jurisdiction over us; and • adverse publicity about our industry. 35 Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.
We expect to insure the launch, over time, of all or a portion of our satellites to operate the SpaceMobile Service as intended, but do not intend to insure our satellites once they are launched for their remaining in-orbit operational lives.
We have and expect to continue to insure the launch of all or a portion of our satellites to operate the SpaceMobile Service as intended, but do not intend to insure our satellites once they are launched for their remaining in-orbit operational lives.
Avellan and his permitted transferees holdings, control approximately 76.6% of the combined voting power of our Common Stock, and may control a majority of our voting power so long as the Class C Common Stock represents at least 9.1% of our total Common Stock. As a result of Mr.
Avellan and his permitted transferees control approximately 72.0% of the combined voting power of our Common Stock, and may control a majority of our voting power so long as the Class C Common Stock represents at least 9.1% of our total Common Stock. As a result of Mr.
Avellan and his permitted transferees, divided by (2) the number of shares of our Class C Common Stock then outstanding. As a result, as of February 27, 2025, Mr.
Avellan and his permitted transferees, divided by (2) the number of shares of our Class C Common Stock then outstanding. As a result, as of February 26, 2026, Mr.
As a result, there is limited information on which investors can base an evaluation of our business, strategy, operating plan, results and prospects. We intend to derive substantially all of our revenues from the SpaceMobile Service, which is still in the beginning stages of development.
As a result, there is limited information on which investors can base an evaluation of our business, strategy, operating plan, results and prospects. We intend to derive a substantial portion of our revenues from the SpaceMobile Service, which is still in development.
We will incur significant expenses and capital expenditures in the future to further our business plan and develop the SpaceMobile Service, including expenses to: • design, develop, assemble and launch our satellites; • design and develop the components of the SpaceMobile Service; 16 • acquire and maintain our long-term access to up to 45 MHz of lower mid-band spectrum contemplated in the Ligado Transaction (defined below); • conduct research and development; • purchase raw materials and components; • launch and test our systems; • expand our design, development, production, maintenance and repair capabilities; • protect our intellectual property rights; and • increase our general and administrative functions to support our growing operations.
We will incur significant expenses and capital expenditures in the future to further our business plan and develop the SpaceMobile Service, including expenses and capital expenditures to: • design, develop, assemble and launch our satellites; • design and develop the components of the SpaceMobile Service; • maintain our long-term access to up to 45 MHz of lower mid-band spectrum; • conduct research and development; • purchase raw materials and components; • launch and test our systems; • expand our design, development, production, maintenance and repair capabilities; • protect our intellectual property rights; and • increase our headcount, manufacturing capacity and other general and administrative functions to support our growing operations.
Avellan, attract and retain key employees and hire qualified management, technical and engineering personnel, our business could be adversely affected. • Rapid and significant technological changes could render the SpaceMobile Service obsolete and impair our ability to compete. • If we fail to manage our future growth effectively, our business, prospects, operating results and financial condition could be materially adversely affected. • We could fail to achieve revenue, or experience a decline in revenue, as a result of increasing competition from companies in the wireless communications industry, including wireless and other satellite operators, and from the extension of land-based communications services or new technologies. • We face competition from existing and potential competitors in the telecommunications industry, including terrestrial and satellite-based network systems. • We will be dependent on third parties to market and sell our products and services. • We rely on third parties for the supply of equipment, satellite components and services. • We and our suppliers rely on complex systems and components, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. • Pursuing strategic transactions could cause us to incur additional risks.
Avellan, attract and retain key employees and hire qualified management, technical and engineering personnel, our business could be adversely affected. • Rapid and significant technological changes could render the SpaceMobile Service obsolete and impair our ability to compete. • If we fail to manage our future growth effectively, our business, prospects, operating results and financial condition could be materially adversely affected. • We could fail to achieve revenue from the SpaceMobile Service, or experience a decline in revenue, as a result of increasing competition from companies in the wireless communications industry, including wireless and other satellite operators, and from the extension of land-based communications services or new technologies. • We face competition from existing and potential competitors in the telecommunications industry, including terrestrial and satellite-based network systems. • We will be dependent on third parties to market and sell our products and services. • We rely on third parties for the supply of equipment, satellite components and launch services. • We and our suppliers rely on complex systems and components, which involve a significant degree of risk and uncertainty in terms of operational performance and costs. • We face risks related to our international operations, including global economic conditions and exchange rate fluctuations. • Pursuing strategic transactions could cause us to incur additional risks. • Covenants in our debt instruments limit our ability to undertake certain types of transactions and adversely affect our liquidity.
To the extent such private warrants are exercised, and/or the 2032 Convertible Notes are converted and we choose to settle the conversion in shares, additional shares of our Class A Common Stock will be issued, which will result in dilution to the holders of our Class A Common Stock and increase the number of shares eligible for resale in the public market.
To the extent such Penny Warrants are exercised, and/or the 2032 4.25% Convertible Notes, the 2032 2.375% Convertible Notes, the 2036 2.00% Convertible Notes and the 2036 2.25% Convertible Notes are converted and we choose to settle the conversion in shares, additional shares of our Class A Common Stock will be issued, which will result in dilution to the holders of our Class A Common Stock and increase the number of shares eligible for resale in the public market.
We currently estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of 90 Block 2 BB satellites to be approximately $19.0 million to $21.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and launch terms.
We currently estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of over 90 Block 2 BB satellites to be approximately $21.0 million to $23.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and launch terms and evaluate a multitude of launch opportunities on an ongoing basis.
We incurred a net loss attributable to common stockholders of $300.1 million for the year ended December 31, 2024 and have incurred net losses attributable to common stockholders of approximately $489.7 million from our inception through December 31, 2024. To date, we have not generated any revenues from our SpaceMobile Service.
We incurred a net loss attributable to common stockholders of $341.9 million for the year ended December 31, 2025 and have incurred net losses attributable to common stockholders of approximately $831.7 million from our inception through December 31, 2025. To date, we have not generated any revenues from our SpaceMobile Service.
We will continue to incur operating and net losses each quarter until we begin generating significant revenue as a result of planned launches of our commercial satellites and may continue to incur operating or net losses even after we begin generating significant revenue.
We will continue to incur operating and net losses each quarter until we begin generating significant revenue as a result of the planned launch of our SpaceMobile Service and may continue to incur operating or net losses even after we begin generating significant revenue.
As a result, we do not have a nominating and corporate governance committee consisting entirely of independent directors and our directors were not nominated or selected solely by independent directors. We may also elect to rely on the other exemptions so long as we qualify as a controlled company.
We rely on certain of these exemptions. As a result, we do not have a majority of our Board of Directors consisting of independent directors and our directors were not nominated or selected solely by independent directors. We may also elect to rely on the other exemptions so long as we qualify as a controlled company.
As of February 27, 2025, Mr. Avellan and his permitted transferees controlled approximately 76.6% of the combined voting power of our Common Stock as a result of their ownership of all of our Class C Common Stock. Accordingly, while we do not intend to issue additional Class C Common Stock in the future, Mr.
As of February 26, 2026, Mr. Avellan and his permitted transferees controlled approximately 72.0% of the combined voting power of our Common Stock as a result of their ownership of all of our Class C Common Stock. Accordingly, given we do not intend to issue additional Class C Common Stock in the future, Mr.
Given the substantial capital needs of our business and business plans, any such dilution may be substantial. If we are unable to raise additional capital in the future, it may result in our independent registered public accounting firm or management expressing substantial doubt about our ability to continue as a going concern in future financial statements.
If we are unable to raise additional capital in the future, it may result in our independent registered public accounting firm or management expressing substantial doubt about our ability to continue as a going concern in future financial statements.
We also will compete with regional mobile satellite communications services in several geographic markets. In these cases, the majority of our competitors’ customers require regional, not global, mobile voice and data services so competitors may present a viable alternative to the SpaceMobile Service. These regional competitors operate or plan to operate geostationary satellites.
In these cases, the majority of our competitors’ customers require regional, not global, mobile voice and data services so competitors may present a viable alternative to the SpaceMobile Service. These regional competitors operate or plan to operate geostationary satellites.
We intend to seek to raise additional capital to fund the design, assembly and launch of our constellation and operation of the commercial services through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through our existing 2024 ATM Equity Program.
We intend to seek to raise additional capital to fund the design, assembly and launch of additional BB satellites beyond the currently funded constellation size and the operation of the commercial services through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through our at-the-market programs.
We rely on third parties for the supply of equipment, satellite components and services. Our business depends in large part on our ability to execute our plans to assemble, integrate and test our satellites and components. We rely on a limited number of suppliers to supply and produce certain highly-technical components.
Our business depends in large part on our ability to execute our plans to assemble, integrate and test our satellites and components and timely launch our satellites. We rely on a limited number of suppliers and launch providers to supply and produce certain highly-technical components and launch our satellites.
If current or future commercial partners do not perform adequately or agree to commercially reasonable terms acceptable to us, we may be unable to achieve our targeted revenue in these markets or enter new markets, and we may not realize our expected growth, and our brand image and reputation could be damaged.
If current or future commercial partners do not perform adequately or agree to commercially reasonable terms acceptable to us, we may be unable to achieve our targeted revenue in these markets or enter new markets, and we may not realize our expected growth, and our brand image and reputation could be damaged. 19 We rely on third parties for the supply of equipment, satellite components and launch services.
Any failure to comply with these covenants could result in an event of default, which would enable the lenders under the term loan facility to take all actions permitted by senior secured creditors, including taking control of the collateral which will secure the facility (consisting of substantially all of the assets of Spectrum Co).
Any failure to comply with these covenants could result in an event of default, which, once the loan has been drawn, would enable the lenders under the Sound Point Credit Agreement to take all actions permitted by senior secured creditors, including taking control of the collateral which will secure the facility (consisting of substantially all of the assets of SpectrumCo and RevenueCo).
Sales of substantial numbers of such shares in the public market or the fact that such dilution is possible could adversely affect the market price of our Class A Common Stock. Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Sales of substantial numbers of such shares in the public market or the fact that such dilution is possible could adversely affect the market price of our Class A Common Stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity Cybersecurity risk management and strategy Our cybersecurity risk management strategy and processes, which are integrated into our overall risk management process, for assessing, identifying and managing material risks from cybersecurity threats are designed based on established frameworks and standards developed by the National Institute of Standards and Technology (“NIST”).
Biggest changeItem 1C. Cybersecurity Cybersecurity risk management and strategy Our cybersecurity risk management strategy and processes, which are integrated into our overall risk management process, for assessing, identifying and managing material risks from cybersecurity threats are designed based on established frameworks and standards developed by the National Institute of Standards and Technology (“NIST”) and the Center of Internet Security (“CIS”).
For further details on cybersecurity risks, please refer to the Risk Factors discussion in Item 1A of this Annual Report, including the discussion under the heading “Cyberattacks impacting our networks or systems may have a material effect on our operations.” Governance of cybersecurity risk management Our Board of Directors, acting through the Audit Committee, is responsible for overseeing management’s implementation and execution of the risk management process, including our cybersecurity risk management strategy and processes.
For further details on cybersecurity risks, please refer to the Risk Factors discussion in Item 1A of this Annual Report, including the discussion under the heading “Cyberattacks impacting our networks or systems may have a material effect on our operations.” 37 Governance of cybersecurity risk management Our Board of Directors, acting through the Audit Committee, is responsible for overseeing management’s implementation and execution of the risk management process, including our cybersecurity risk management strategy and processes.
The CSIRT core team, consisting of the information technology team with substantial relevant experience in designing and managing our information technology infrastructure and system, classifies detected cybersecurity incidents into one of three 38 categories based on potential impact to the functionality of the affected systems, possible or known information involved and recoverability effort.
The CSIRT core team, consisting of the information technology team with substantial relevant experience in designing and managing our information technology infrastructure and system, classifies detected cybersecurity incidents into one of three categories based on potential impact to the functionality of the affected systems, possible or known information involved and recoverability effort.
As of December 31, 2024 , we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected or are reasonably likely to materially affect our business strategy, financial condition or results of operations.
As of December 31, 2025 , we have not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, financial condition or results of operations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperty Location Leased / Owned Assembly, Integration and Testing Facility Midland, Texas Owned Assembly, Integration and Testing Facility Midland, Texas Leased Engineering and Development Center Lanham, Maryland Leased Office Miami, Florida Leased Engineering, Development and Production Center Israel Leased Engineering, Development and Production Center Spain Leased Engineering and Development Center United Kingdom Leased Engineering and Development Center India Leased The facilities owned or leased and operated by us are maintained in good condition.
Biggest changeProperty Location Leased / Owned Assembly, Integration and Testing Facility Midland, Texas Owned Assembly, Integration and Testing Facility Midland, Texas Leased Assembly, Integration and Testing Facility Homestead, Florida Leased Engineering and Development Center Lanham, Maryland Leased Office Miami, Florida Leased Engineering, Development and Production Center Israel Leased Engineering, Development and Production Center Spain Leased Engineering and Development Center United Kingdom Leased Engineering and Development Center India Leased The facilities owned or leased and operated by us are maintained in good condition.
Removed
In addition to these facilities, we are actively negotiating additional leases of production facilities to increase our manufacturing, assembly, integration, and testing capacity to six Block 2 BB satellites per month to meet our planned launches in 2025 and 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of management, there was not at least a reasonable possibility we may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain.
Biggest changeIn the opinion of management, there are not any pending legal proceedings or claims that, individually or in the aggregate, will have a material adverse effect on our financial condition or results. However, the outcome of litigation is inherently uncertain.
Refer to Note 9 Commitments and Contingencies in the accompanying notes to the consolidated financial statements for further information. Delaware Class Action Litigations Following books and records demands pursuant to 8 Del.
Refer to Note 9 Commitments and Contingencies in the accompanying notes to the consolidated financial statements for further information. Item 4. Mine Safety Disclosures Not Applicable. 38 PART II
Removed
C. § 220, two stockholders filed putative class action complaints in the Delaware Court of Chancery against the Company, certain current and former directors and officers of the Company and its predecessor entity and manager, New Providence Acquisition Corp. and New Providence Management LLC, and Abel Avellan, alleging claims of breach of fiduciary duties, aiding and abetting such breaches, and unjust enrichment, relating to the de-SPAC merger.
Removed
On February 11, 2025, Plaintiffs filed a notice voluntarily dismissing the complaints. Federal Class Action Litigations The Company and certain of its current executive officers have been named as defendants in a putative stockholder class action lawsuit pending in the United States District Court for the Western District of Texas. The action is styled Klarkowski v.
Removed
AST SpaceMobile, Inc., No. 7:24-cv-00102-DC-RCG (W.D. Tex.) (the “Securities Class Action”).
Removed
The complaint in the Securities Class Action, which was filed on April 17, 2024, alleges that defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions relating to the status and timeline of satellite production, and that the current executive officers named as defendants are control persons under Section 20(a) of the Exchange Act.
Removed
The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock between November 14, 2023 and April 1, 2024 (“Class Period”), and seeks monetary damages on behalf of the purported class. On July 9, 2024, the Court appointed a Lead Plaintiff for the putative class and approved his choice of Lead Counsel.
Removed
On September 9, 2024, the Lead Plaintiff voluntarily dismissed the Securities Class Action without prejudice. 39 The Company has been named as a nominal defendant and certain of its current and former executive officers and directors have been named as defendants in a derivative lawsuit pending in the United States District Court for the Western District of Texas.
Removed
The action is styled Hanna v. Avellan, et al., No. 7:24-cv-00171-DC-RCG (W.D. Tex.) (the “Derivative Action”).
Removed
The complaint in the Derivative Action, which was filed on July 23, 2024, asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and violations of the Exchange Act against all defendants and claims for contribution under the federal securities laws against certain of the defendants.
Removed
The parties filed an Agreed Motion for Voluntary Dismissal, which the court granted on October 16, 2024. Item 4. Mine Safety Disclosures Not Applicable. 40 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders As of February 27, 2025, we had approximately 32 holders of record of our Class A Common Stock, three holders of record of Class B Common Stock, one holder of Class C Common Stock and three holders of record of Private Placement Warrants, exercisable for one share of Class A Common Stock at a price of $11.50 per share.
Biggest changeHolders As of February 26, 2026, we had approximately 61 holders of record of our Class A Common Stock, two holders of record of Class B Common Stock and one holder of Class C Common Stock. Dividend Policy We have not declared or paid any dividends on our common stock to date.
Issuer Purchases of Equity Securities None. 41 Stock Performance Graph The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
Issuer Purchases of Equity Securities None. 39 Stock Performance Graph The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The graph assumes that $100 was invested on April 7, 2021 in each of our common stock, the Russell 2000 Index, and the NASDAQ Telecommunications Index, and that any dividends were reinvested.
The graph assumes that $100 was invested on April 7, 2021 in each of our common stock, the Russell 1000 Index, and the NASDAQ Telecommunications Index, and that any dividends were reinvested.
The graph below illustrates the total return from April 7, 2021, which was the first day our common stock began trading after the closing of Business Combination, through December 31, 2024, for (i) our common stock, (ii) the Russell 2000 Index, and (iii) the NASDAQ Telecommunications Index.
The graph below illustrates the total return from April 7, 2021, which was the first day our common stock began trading after the closing of Business Combination, through December 31, 2025, for (i) our common stock, (ii) the Russell 1000 Index, and (iii) the NASDAQ Telecommunications Index.
Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, prospects, compliance with covenants in our credit agreements and other factors that our board of directors may deem relevant. Recent Sales of Unregistered Equity Securities None.
Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, prospects, compliance with covenants in our credit agreements and other factors that our board of directors may deem relevant.
The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. 4/7/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 AST SpaceMobile, Inc. $ 100.00 $ 67.23 $ 40.81 $ 51.06 $ 178.66 Russell 2000 Index 100.00 101.76 80.96 94.67 105.59 NASDAQ Telecommunications Index 100.00 100.79 75.36 84.62 94.05 Item 6.
The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. 4/7/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 AST SpaceMobile, Inc. $ 100.00 $ 67.23 $ 40.81 $ 51.06 $ 178.66 $ 614.99 Russell 1000 Index 100.00 116.28 94.04 118.99 148.15 173.88 NASDAQ Telecommunications Index 100.00 100.79 75.36 84.62 94.05 103.30 Item 6. [Reserved] 40
Dividend Policy We have not declared or paid any dividends on our common stock to date. We do not currently intend to pay any dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business.
We do not currently intend to pay any dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business.
Added
Recent Sales of Unregistered Equity Securities During the year ended December 31, 2025, we did not sell any unregistered equity securities except those already reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear ended December 31, 2024 2023 $ Change % Change Revenues $ 4,418 $ - $ 4,418 * % Operating expenses: Engineering services costs 93,491 78,811 14,680 19 General and administrative costs 61,566 41,601 19,965 48 Research and development costs 28,783 47,486 (18,703 ) (39 ) Depreciation and amortization 63,340 54,469 8,871 16 Total operating expenses 247,180 222,367 24,813 11 Other income (expense): (Loss) gain on remeasurement of warrant liabilities (268,627 ) 8,986 (277,613 ) * Interest expense (18,681 ) (4,511 ) (14,170 ) * Interest income 14,164 7,186 6,978 97 Other income (expense), net 1,867 (10,290 ) 12,157 * Loss on extinguishment of debt (10,963 ) - (10,963 ) * Total other income (expense), net (282,240 ) 1,371 (283,611 ) * Loss before income tax expense (525,002 ) (220,996 ) (304,006 ) * Income tax expense (1,328 ) (1,681 ) 353 (21 ) Net loss before allocation to noncontrolling interest (526,330 ) (222,677 ) (303,653 ) * Net loss attributable to noncontrolling interest (226,247 ) (135,116 ) (91,131 ) 67 Net loss attributable to common stockholders $ (300,083 ) $ (87,561 ) $ (212,522 ) * % * Percentage greater than or equal to 100 or not meaningful Revenues Revenues during the year ended December 31, 2024 were attributable to completion of performance obligations under agreements with prime contractors for U.S. government contracts and from resale of gateway equipment to a mobile network operator.
Biggest changeYear ended December 31, 2025 2024 $ Change % Change Revenues: Products revenues $ 44,389 $ 500 $ 43,889 * % Services revenues 26,529 3,918 22,611 * Total revenues 70,918 4,418 66,500 * Operating expenses: Cost of revenues (exclusive of items shown separately below) Cost of revenues - products 33,032 - 33,032 * Cost of revenues - services 2,184 - 2,184 * Engineering services costs 142,510 93,491 49,019 52 General and administrative costs 101,679 61,566 40,113 65 Research and development costs 28,115 28,783 (668 ) (2 ) Depreciation and amortization 51,111 63,340 (12,229 ) (19 ) Total operating expenses 358,631 247,180 111,451 45 Other (expense) income: (Loss) gain on remeasurement of warrant liabilities (68,154 ) (268,627 ) 200,473 (75 ) Interest expense (36,071 ) (18,681 ) (17,390 ) 93 Interest income 49,233 14,164 35,069 * Other (expense) income, net (114,408 ) 1,867 (116,275 ) * Loss on extinguishment of debt - (10,963 ) 10,963 * Total other (expense) income, net (169,400 ) (282,240 ) 112,840 (40 ) Loss before income tax expense (457,113 ) (525,002 ) 67,889 (13 ) Income tax expense (3,898 ) (1,328 ) (2,570 ) * Net loss before allocation to noncontrolling interest (461,011 ) (526,330 ) 65,319 (12 ) Net loss attributable to noncontrolling interest (119,071 ) (226,247 ) 107,176 (47 ) Net loss attributable to common stockholders $ (341,940 ) $ (300,083 ) $ (41,857 ) 14 % * Percentage greater than or equal to 100 or not meaningful Products Revenues Products revenues of $44.4 million during the year ended December 31, 2025 were attributable to sales of gateway equipment and software to MNO.
We intend to seek to use a revenue-sharing business model for SpaceMobile Service in our agreements with MNOs. The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments.
We intend to seek to use a revenue-sharing business model for the SpaceMobile Service in our agreements with MNOs. The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments.
The 2032 Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 4.25% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 Convertible Notes will mature on March 1, 2032, unless earlier repurchased, redeemed, or converted.
The 2032 4.25% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 4.25% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 4.25% Convertible Notes will mature on March 1, 2032, unless earlier repurchased, redeemed, or converted.
In addition, when we introduce our own AST5000 ASIC chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost.
In addition, when we introduce our own AST5000 ASIC chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to continue to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost.
Our assessment considers whether the warrants are freestanding financial instruments 56 pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification.
Our assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification.
However, our forecast of the period of time through which our financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could expend capital resources sooner than we expect.
However, our forecast of the period of time through which our financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties, and actual results could 56 vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could expend capital resources sooner than we expect.
We are developing a phased satellite deployment plan and corresponding commercial launch plan of the SpaceMobile Service based on targeted geographical areas to provide the SpaceMobile Service to the most commercially attractive MNO markets. This prioritization of coverage is designed to minimize the capital required to initiate and operate commercial service that generates cash flows from operating activities sooner.
We are developing a phased satellite deployment plan and a corresponding commercial launch plan of the SpaceMobile Service based on targeted geographical markets to provide the SpaceMobile Service to the most commercially attractive MNO markets. This prioritization of coverage is designed to minimize the capital required to initiate and operate commercial service that generates cash flows from operating activities sooner.
Our significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the consolidated financial statements included elsewhere in this Annual Report. Our critical accounting policies are described below. Property and Equipment We design and self-construct the BB satellites intended to be used to provide SpaceMobile Service to customers.
Our significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the consolidated financial statements included elsewhere in this Annual Report. Our critical accounting policies are described below. 57 Property and Equipment We design and self-construct the BB satellites intended to be used to provide SpaceMobile Service to customers.
The BB satellites are not intended to be held for sale in the ordinary course of business. The costs incurred to complete the design is expensed as incurred. The cost incurred to complete the construction is capitalized as property and equipment.
The BB satellites are not intended to be held for sale in the ordinary course of business. The cost incurred to complete the design is expensed as incurred. The cost incurred to complete the construction is capitalized as property and equipment.
As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user (“ARPU”).
As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user.
Also, our ability to raise necessary financing could be impacted by recent geopolitical events, higher interest rates and inflationary economic conditions and their effects on the market conditions.
Also, our ability to raise necessary financing could be impacted by geopolitical events, higher interest rates and inflationary economic conditions and their effects on the market conditions.
In October 2024, we completed the deployment of the communication phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones.
In October 2024, we completed the deployment of the communications phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones.
In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the U.S. and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages.
In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the United States and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages.
We currently do not expect potential interruptions to our operations in Israel to have a material impact on the Company. 46 Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to execute on our strategy.
We currently do not expect potential interruptions to our operations in Israel to have a material impact on the Company. 44 Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to execute on our strategy.
Changes in the prices of satellite materials due to inflation, supply chain challenges, and other macroeconomic factors may affect our capital costs estimates to build and launch the satellite constellation and adversely affect our financial condition.
Changes in the prices of satellite materials due to inflation, supply chain challenges, the impact of tariffs and other macroeconomic factors may affect our capital costs estimates to build and launch the satellite constellation and adversely affect our financial condition.
Our operations in Israel constitute approximately 1% of our consolidated total assets and approximately 10% of our consolidated total operating expenses. To date, our operations in Israel have not been materially impacted by the geopolitical conflict in the Middle East.
Our operations in Israel constitute approximately 1% of our consolidated total assets and approximately 11% of our consolidated total operating expenses. To date, our operations in Israel have not been materially impacted by the geopolitical conflict in the Middle East.
The following table sets forth a summary of our consolidated statements of operations for the years ended December 31, 2024 and 2023 (in thousands) and the discussion that follows compares the year ended December 31, 2024 to the year ended December 31, 2023.
The following table sets forth a summary of our consolidated statements of operations for the years ended December 31, 2025 and 2024 (in thousands) and the discussion that follows compares the year ended December 31, 2025 to the year ended December 31, 2024.
Borrowings accrue interest at the Prime Rate plus 0.75%, subject to a ceiling rate. Interest payments are due and payable on a monthly basis. Interest payments began in September 2023 and principal payments will begin in April 2025. Principal repayments are thereafter due in 48 equal monthly installments until January 2029, the maturity date of the loan.
Borrowings accrue interest at the Prime Rate plus 0.75%, subject to a ceiling rate. Interest payments are due and payable on a monthly basis. Interest payments began in September 2023 and principal payments began in April 2025. Principal repayments are due in 48 equal monthly installments until January 2029, the maturity date of the loan.
Our current plan is subject to numerous uncertainties, many of which are beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, regulatory approvals, readiness of launch vehicles, availability of launch windows by the launch providers, logistics, our ability to raise additional capital for manufacturing of satellites and launch payments, proposed orbits and resulting satellite coverage, launch costs, ability to enter into agreements with MNOs and other factors, many of which are beyond our control.
Our current plan is subject to numerous uncertainties, many of which are beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, regulatory approvals, readiness of launch vehicles, availability of launch windows by the launch providers, logistics, our ability to raise additional capital for manufacturing of satellites and launch payments beyond the currently funded constellation size, proposed orbits and resulting satellite coverage, launch costs, ability to enter into agreements with MNOs and other factors.
Discussions of 2023 items and year-to-year comparisons between 2023 and 2022 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of year-to-year comparisons between 2024 and 2023 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc. and UBS Securities LLC (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $400.0 million through an “at the market offering” 52 program under which the agents act as sales agents.
Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc. and UBS Securities LLC (collectively, the “agents”) to sell shares of the Company’s Class A Common Stock having an aggregate sale price of up to $400.0 million through an “at the market offering” program under which the agents acted as sales agents.
We launched our BW3 test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022.
We launched our BW3 test satellite on September 10, 2022, and announced the completion of the deployment of the communications phased array antenna of the BW3 test satellite in orbit on November 14, 2022.
Unless otherwise indicated, all references to “dollars” and “$” in this Annual Report are to, and all monetary amounts in this Annual Report are presented in, U.S. dollars. This section of this Annual Report generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Unless otherwise indicated, all references to “dollars” and “$” in this Annual Report are to, and all monetary amounts in this Annual Report are presented in, U.S. dollars. This section of this Annual Report generally discusses year-to-year comparisons between 2025 and 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Except as otherwise noted or where the context requires otherwise, references in this Annual Report to “we,” “us” or the “Company” refer to AST SpaceMobile, Inc.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Except as otherwise noted or where the context requires otherwise, references in this Annual Report to “we,” “us” or the “Company” refer to AST SpaceMobile, Inc. and references to our “management” refer to our officers and directors.
The timing of shipment of the first Block 2 BB satellite is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellite, regulatory approvals for the launch, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
The timing of launch of the Block 2 BB satellites is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellites, regulatory approvals for launch, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
The 2032 Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election.
The 2036 2.25% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election.
The 2032 Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election.
The 2036 2.25% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election.
We continue to estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of 90 Block 2 BB satellites to be approximately $19.0 million to $21.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and launch terms.
We continue to estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of over 90 Block 2 BB satellites to be approximately $21.0 million to $23.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and related launch terms and evaluate a multitude of launch opportunities.
Future capital requirements will depend on many factors, including: • Establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support our satellite development; • Technological or manufacturing and assembling difficulties, design issues or other unforeseen matters; • Negotiation of launch agreements (including launch costs), launch delays or failures, deployment failures, or in-orbit satellite failures; • Seeking and obtaining necessary regulatory approvals; • Timing of the launch of our satellites and subsequent initiation of service in various markets, delays in which will result in increased operating expenses; 55 • Addressing any competing technological and market developments; • Ability to adjust our expenditures and contractual commitments based on capital availability; • Ability to operate under the covenants in our debt agreements; and • Attracting, hiring, and retaining qualified personnel.
Future capital requirements will depend on many factors, including: • Establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support our satellite development; • Technological or manufacturing difficulties, design issues or other unforeseen matters; • Negotiation of launch agreements (including launch costs), launch delays or failures, deployment failures or in-orbit satellite failures; • Seeking and obtaining necessary regulatory approvals; • Timing of the launch of our satellites and subsequent initiation of service in various markets, delays in which will result in increased operating expenses; • Addressing any competing technological and market developments; • Ability to adjust our expenditures and contractual commitments based on capital availability; • Ability to operate under the covenants in our debt agreements; • Attracting, hiring, and retaining qualified personnel; • Applicable regulatory approval and closing of our proposed transaction with Ligado and related financing; and • Ability to realize the anticipated benefits of our proposed transaction with Ligado.
We have commenced assembling and testing the Block 2 BB satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.
We have continued to assemble and test the Block 2 BB satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.
Capital equipment loan On August 14, 2023, we entered into a loan agreement with Lone Star State Bank of West Texas (“Lone Star”) as lender, providing for $15.0 million principal term loan commitment secured by certain real property fixtures and equipment in one of our Texas facilities (the “Lone Star Loan Agreement”).
Prosperity Capital Equipment Loan On August 14, 2023, we entered into a loan agreement with Lone Star, succeeded by Prosperity Bank by merger to Lone Star, as lender, providing for $15.0 million principal term loan commitment secured by certain real property fixtures and equipment in one of our Texas facilities (the “Lone Star Loan Agreement”).
The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in low Earth orbit (“LEO”) using low-band and mid-band spectrum controlled by Mobile Network Operators (“MNOs”).
The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in LEO using low-band and mid-band spectrum controlled by MNOs.
Income Tax Expense The provision for income taxes was $1.3 million and $1.7 million for the year ended December 31, 2024 and 2023, respectively. The consolidated effective tax rates for the year ended December 31, 2024 and 2023 were (0%) and (1%), respectively.
Income Tax Expense The provision for income taxes was $3.9 million and $1.3 million for the year ended December 31, 2025 and 2024, respectively. The consolidated effective tax rates for the year ended December 31, 2025 and 2024 were (1%) and (0%), respectively.
Issued or modified warrants that do not meet all the criteria for equity classification are recorded at their initial fair value on the date of issuance and subject to remeasurement each balance sheet date with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the consolidated statements of operations.
Issued or modified warrants that do not meet all the criteria for equity classification are recorded as a liability at their initial fair value on the date of issuance, with such liability being subject to remeasurement at each balance sheet date and at the date of exercise with changes in the estimated fair value of the warrant liability to be recognized as a gain or loss in the consolidated statements of operations.
Refer to Note 13 Income Taxes in the accompanying notes to the consolidated financial statements for further information. Net Loss Attributable to Noncontrolling Interest Net loss attributable to noncontrolling interest was $226.2 million and $135.1 million for the year ended December 31, 2024 and the year ended December 31, 2023, respectively.
Refer to Note 12 Income Taxes in the accompanying notes to the consolidated financial statements for further information. Net Loss Attributable to Noncontrolling Interest Net loss attributable to noncontrolling interest was $119.1 million and $226.2 million for the year ended December 31, 2025 and the year ended December 31, 2024, respectively.
The estimated average capital cost per Block 2 BB satellite is based on securing future launch contracts with more favorable terms, diversifying our supply chain to include cost-effective and low-cost suppliers, cost reductions due to the benefits of economies of scale, continuous process improvements, and other factors.
The estimated average capital cost per Block 2 BB satellite excludes cost of certain initial satellites used to validate satellite performance and operations and is based on securing future launch contracts with more favorable terms, diversifying our supply chain to include cost-effective and low-cost suppliers, cost reductions due to the benefits of economies of scale, continuous process improvements, and other factors.
The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado, which together with certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on January 5, 2025.
The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court.
The net proceeds were used for general corporate purposes. 53 Convertible Security Investment Agreement Pursuant to the Convertible Security Investment Agreement which we entered into with certain investors, we issued subordinated convertible notes (“2034 Convertible Notes”) for an aggregate principal amount of $110.0 million on January 16, 2024 to AT&T, Google, and Vodafone, and for an aggregate principal amount of $35.0 million on May 23, 2024 to Verizon.
Convertible Security Investment Agreement Pursuant to the Convertible Security Investment Agreement which we entered into with certain investors, we issued subordinated convertible notes (“2034 Convertible Notes”) for an aggregate principal amount of $110.0 million on January 16, 2024 to AT&T, Google, and Vodafone, and for an aggregate principal amount of $35.0 million on May 23, 2024 to Verizon.
Impact of Global Macroeconomic and Geopolitical Conflicts We continue to closely monitor the impact of macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policies, higher interest rates, volatility in the capital markets, supply chain challenges, imposition of tariffs and geopolitical conflicts on all aspects of our business across geographies, including how it has and may continue to impact our operations, workforce, suppliers, and our ability to raise additional capital to fund operating and capital expenditures.
Impact of Global Macroeconomic and Geopolitical Conflicts We continue to closely monitor the impact of macroeconomic conditions, including inflation expectations, changes to fiscal and monetary policies, changes in interest rates, volatility in the capital markets, supply chain challenges, changes in U.S. trade policy, including with respect to tariffs, and geopolitical conflicts on all aspects of our business across geographies, including how it has and may continue to impact our operations, workforce, suppliers, and our ability to raise additional capital to fund operating and capital expenditures.
We believe that our future results of operations could differ materially from the historical results of operations as we initiate the limited, noncontinuous SpaceMobile Service in certain targeted geographical markets, secure additional contracts with the U.S. government or its prime contractors for non-commercial use of our BB satellites, complete the development of the Block 2 BB satellites, increase our capacity and scale to manufacture BB satellites for the planned launches, launch the Block 2 BB satellites, and enter into commercial arrangements with additional MNOs.
We believe that our future results of operations could differ materially from the historical results of operations as we initiate the limited, noncontinuous SpaceMobile Service in certain targeted geographical markets, secure additional contracts with the U.S. government or its prime contractors for non-commercial use of our BB satellites, complete the development of the Block 2 BB satellites, increase our capacity and scale to manufacture BB satellites for the planned launches, launch the Block 2 BB satellites, enter into commercial arrangements with additional MNOs including contracts to sell gateway equipment, software and related services, and close our proposed transaction with Ligado and related financing.
Income Tax Expense AST LLC is treated as a partnership for U.S. federal and state income tax purposes. Accordingly, all income, losses, and other tax attributes pass through to the members’ income tax returns, and no U.S. federal and state and local provision for income taxes has been recorded for AST LLC in the consolidated financial statements.
Accordingly, all income, losses, and other tax attributes pass through to the members’ income tax returns, and no U.S. federal and state and local provision for income taxes has been recorded for AST LLC in the consolidated financial statements.
Recent Developments Strategic Transaction On January 5, 2025, AST & Science, LLC (“AST LLC”) entered into a binding agreement (“Strategic Collaboration Term Sheet”) with Ligado under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications.
Spectrum Usage Rights Transaction and Related Financing On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado LLC under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications.
We believe we need to launch and operate a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites) in order to provide coverage to the most commercially attractive MNO markets and potentially generate cash flow from operating activities.
We believe we need to launch and operate a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites) in order to provide coverage to the most commercially attractive MNO markets.
Investing activities Cash used in investing activities was $174.1 million for the year ended December 31, 2024, as compared to cash used in investing activities of $118.8 million for the year ended December 31, 2023.
Investing activities Cash used in investing activities was $1,541.1 million for the year ended December 31, 2025, as compared to cash used in investing activities of $174.1 million for the year ended December 31, 2024.
We also intend to leverage our patented technology, including large phased array and high power capability of our BlueWalker 3 (“BW3”) test satellite and our BB satellites, for a variety of applications in the government sector.
We also intend to leverage our patented technology, including the large phased array and high power capability of our BB satellites, for a variety of non-communication and communication applications in the government sector.
While the recently announced tariffs on products manufactured in several jurisdictions have not had a material impact to our operations, the U.S. government may in the future announce, reimpose or increase tariffs on other jurisdictions which may have a material impact to our technology development efforts or results of our operations.
While the tariffs imposed on certain supply chain products manufactured in several jurisdictions have not had a material impact to our operations, the U.S. government may in the future announce, reimpose or increase these tariffs or expand them to other jurisdictions which may have a material impact to our technology development efforts or results of our operations.
Term loan In December 2021, concurrent with the purchase of real property and equipment in Midland, Texas, our wholly-owned subsidiary, AST & Science Texas, LLC (“AST Texas”), entered into a credit agreement with Lone Star State Bank of West Texas (the “Term Loan Credit Agreement”) providing for a $5.0 million term loan secured by the property.
Prosperity Term Loan In December 2021, concurrent with the purchase of real property and certain equipment in Midland, Texas, AST & Science Texas, LLC (“AST Texas”) entered into a credit agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger to Lone Star, providing for a $5.0 million term loan secured by certain property (the “Term Loan Credit Agreement”).
The net proceeds of the 2032 Convertible Notes were $446.3 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $44.5 million of the net proceeds to pay the cost of the Capped Calls.
The net proceeds of the 2032 4.25% Convertible Notes were $446.3 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $44.5 million of the net proceeds to pay the cost of the privately negotiated capped call transactions (the “January 2025 Capped Calls”).
Funding Requirements We believe our existing cash and cash equivalents as of December 31, 2024, funds raised in January 2025 and access to the 2024 ATM Equity Program will be sufficient to meet anticipated cash requirements for the next 12 months from the date hereof.
Funding Requirements We believe our existing cash and cash equivalents as of December 31, 2025 will be sufficient to meet anticipated cash requirements for the next 12 months from the date hereof.
Proceeds from the sale of our Class A common stock under the January 2024 Common Stock Offering were used for general corporate purposes. 2024 Equity Distribution Agreement On September 5, 2024, we entered into an Equity Distribution Agreement (the “2024 Sales Agreement” or “2024 ATM Equity Program”) with B.
Proceeds from the sale of the Company’s Class A Common Stock under the 2024 Sales Agreement were used for general corporate purposes. May 2025 Equity Distribution Agreement On May 13, 2025, we entered into an Equity Distribution Agreement (the “May 2025 Sales Agreement” or “May 2025 ATM Equity Program”) with B.
There can be no assurance that additional funds will be available to us on favorable terms or at all. If we cannot raise additional funds when needed in the future, our financial condition, results of operations, business and prospects may be materially and adversely affected.
There can be no assurance that additional funds will be available to us on favorable terms or at all. If we cannot raise additional funds when needed in the future, our financial condition, results of operations, business and prospects may be materially and adversely affected. Commitments We have contractual obligations, including non-cancellable operating leases, with terms expiring through January 2036.
Financing activities Cash provided by financing activities was $780.0 million for the year ended December 31, 2024, as compared to cash provided by financing activities of $116.7 million for the year ended December 31, 2023.
Financing activities Cash provided by financing activities was $3,827.5 million for the year ended December 31, 2025, as compared to cash provided by financing activities of $780.0 million for the year ended December 31, 2024.
The 2032 Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 4.25% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 Convertible Notes will mature on March 1, 2032, unless earlier repurchased, redeemed, or converted.
The 2032 2.375% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2032 2.375% Convertible Notes will mature on October 15, 2032, unless earlier repurchased, redeemed, or converted.
As of December 31, 2024, our IP portfolio consists of more than 3,500 patent and patent pending claims worldwide, of which approximately 1,550 have been officially granted or allowed. This includes 36 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate 194,000 square feet satellite AIT facilities.
As of December 31, 2025, our IP portfolio consists of approximately 3,850 patent and patent pending claims worldwide, of which approximately 1,900 have been officially granted or allowed. This includes 38 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate AIT facilities.
We believe the larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures.
We believe the larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures. On February 10, 2026, we successfully deployed BB6, the largest phased array deployed commercially in LEO.
As of December 31, 2024 and December 31, 2023, noncontrolling interest in AST LLC was approximately 30.1% and 58.7%, respectively.
As of December 31, 2025 and December 31, 2024, noncontrolling interest in AST LLC was approximately 23.9% and 30.1%, respectively.
Factors we consider important in the determination of an impairment include significant underperformance relative to historical or projected future operating results, significant changes in the manner that we use the acquired asset and significant negative industry or economic trends. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2024.
Factors we consider important in the determination of an impairment include significant underperformance relative to historical or projected future operating results, significant changes in the manner that we use the acquired asset and significant negative industry or economic trends.
Following the execution of definitive documentation and subject to the completion of certain conditions, we expect our network will be enhanced by our long-term access to up to 45 MHz of the lower mid-band satellite spectrum in the United States and Canada through our usage agreements.
Subject to the completion of certain conditions, including regulatory approval, as a result of the transaction with Ligado, we expect our network will be enhanced by our long-term access to up to 45 MHz of the lower mid-band satellite spectrum in the United States and Canada through our usage agreements.
General and Administrative Costs General and administrative costs include the costs of insurance, cost of non-engineering personnel and personnel related expenses, software licensing and subscriptions, office and facilities expenses, investor relations, and professional services, including public relations, accounting and legal fees. Research and Development Costs R&D costs are charged to expense as incurred.
General and Administrative Costs General and administrative costs primarily consist of compensation and related expenses for non-engineering personnel, office and facilities expenses, and professional services, including legal fees, accounting, and public relations. These costs also include insurance, software licensing and subscriptions. Research and Development Costs Research and development (“R&D”) costs are charged to expense as incurred.
Under the 2024 Sales Agreement, we issued 8,767,208 shares of our Class A Common Stock during the three months ended December 31, 2024, and received proceeds of $207.8 million, net of commissions paid to the agents and transaction costs.
Under the 2024 Sales Agreement, we issued 2,918,407 shares of our Class A Common Stock during the year ended December 31, 2025 and received proceeds of approximately $74.8 million, net of commissions paid to the agents and transaction costs.
During the year ended December 31, 2024, we paid commission of $8.1 million to the agents with respect to such sales and incurred initial transaction costs of $0.5 million. Proceeds from the sale of the Class A Common Stock under the 2024 Sales Agreement were and are expected to continue to be used for general corporate purposes.
During the year ended December 31, 2025, we paid commission of approximately $12.6 million to the agents with respect 52 to such sales. Proceeds from the sale of the Company’s Class A Common Stock under the October 2025 Sales Agreement were and are expected to continue to be used for general corporate purposes.
Commercial Prepayments On May 23, 2024, AST LLC and Verizon entered into a Memorandum of Understanding which provides, among other things, that Verizon will make (i) an initial $20.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC and (ii) a second $45.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC, subject to us receiving certain regulatory approvals for our SpaceMobile Service and entry into a definitive commercial agreement.
Refer to Note 7 Debt in the accompanying notes to the consolidated financial statements for further information on our outstanding debt. 55 Commercial Prepayments On May 23, 2024, AST LLC and Verizon entered into a Memorandum of Understanding which provides, among other things, that Verizon will make a $45.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC, subject to us receiving certain regulatory approvals for our SpaceMobile Service and entry into a definitive commercial agreement.
Once launched in orbit, the costs of the BB satellites are reported as satellites in orbit and depreciation of the satellites commences once the BB satellites are ready for their intended use. We capitalize the costs of the test satellites if there is an alternative future use for the test satellites.
Once launched in orbit, the costs of the BB satellites are reported as satellites in orbit and depreciation of the satellites commences once the BB satellites are ready for their intended use.
We have entered into launch agreements with multiple launch service providers which will enable us to commence a planned launch campaign during 2025 and 2026 to launch approximately 60 Block 2 BB satellites.
We have entered into launch agreements with multiple launch service providers which will enable us to continue our planned launch campaign to launch over 60 Block 2 BB satellites.
As of December 31, 2024, we had $567.5 million of cash and cash equivalents on hand, including $2.5 million of restricted cash.
As of December 31, 2025, we had $2,780 million of cash and cash equivalents and restricted cash on hand, including $444.3 million of restricted cash.
We may adopt a strategy for commercial launch of the SpaceMobile Service, including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan. We are an early stage company and, as such, we are subject to all of the risks associated with early stage companies.
We may adopt a strategy for commercial launch of the SpaceMobile Service, 43 including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan.
We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii and with Vodafone to provide SpaceMobile Services to Vodafone’s end users for use outside the United States.
Additionally, we rely on contractual agreements with third parties to access some of the spectrum we will utilize to provide services. We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii.
Our next generation of commercial BB satellites, “Block 2 BB satellites,” featuring up to approximately 2,400 square feet communication array, the largest communication array to be ever deployed in a LEO for commercial use and more than three times bigger than the communication array of the Block 1 BB satellites in orbit today, are designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites.
The Block 2 BB satellites feature an up to approximately 2,400 square feet phased array, the largest phased array ever deployed in a LEO for commercial use, which is more than three times larger than the phased array of the Block 1 BB satellites and designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites.
Commitments We have contractual obligations, including non-cancellable operating leases, with terms expiring through November 2033.Future minimum annual rental payments required under these operating lease agreements as of December 31, 2024 is presented within Note 5 Leases in the accompanying notes to the consolidated financial statements.
Future minimum annual rental payments required under these operating lease agreements as of December 31, 2025 is presented within Note 5 Leases in the accompanying notes to the consolidated financial statements.
(Loss) Gain on Remeasurement of Warrant Liabilities The increase in fair value of warrant liabilities at the time of warrant exercises and the fair value adjustment for Private Placement Warrants outstanding at December 31, 2024 resulted in a loss of $268.6 million for the year ended December 31, 2024 as compared to the gain of $9.0 million during the year ended December 31, 2023.
(Loss) Gain on Remeasurement of Warrant Liabilities The increase in fair value of warrant liabilities resulted in a loss of $68.2 million for the year ended December 31, 2025 as compared to a loss of $268.6 million during the year ended December 31, 2024.
During the year ended December 31, 2024, we issued 12,678,261 shares of our Class A Common Stock, and received proceeds of $314.7 million, net of commissions paid to the agents and transaction costs.
Under the May 2025 Sales Agreement, we issued 13,605,359 shares of our Class A Common Stock during the year ended December 31, 2025 and received proceeds of approximately $488.7 million, net of commissions paid to the agents and transaction costs.
We believe our cash and cash equivalents on hand and our ability to raise capital through access to the 2024 ATM Equity Program will be sufficient to meet our current working capital needs, planned operating expenses and capital expenditures for a period of the next 12 months from the date of this Annual Report.
We believe our cash and cash equivalents on hand will be sufficient to meet our current working capital needs, planned operating expenses and capital expenditures for a period of the next 12 months from the date of this Annual Report. The design, assembly, integration, testing and launch of satellites and related ground infrastructure is capital intensive.
We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government. 43 We launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024.
We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government. We launched five Block 1 BB satellites on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite.
On April 1, 2019, we launched our first test satellite, BlueWalker 1 (“BW1”), which was used to validate our satellite to cellular architecture and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using the 4G-LTE protocol.
To this end, we have entered into agreements with the U.S. government either directly or through prime contractors to perform certain tasks. 41 On April 1, 2019, we launched our first test satellite, BlueWalker 1, which was used to validate our satellite to cellular architecture and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using the 4G-LTE protocol.
R&D costs are expected to fluctuate quarter over quarter depending on achievement of milestones. Depreciation and Amortization Depreciation and amortization expense includes depreciation expense related to property and equipment including the Block 1 BB satellites. We began depreciating the Block 1 BB satellites as of October 29, 2024 over their expected remaining useful lives of approximately 60 months.
R&D costs are expected to fluctuate quarter over quarter depending on new initiatives and achievement of milestones. Depreciation and Amortization Depreciation and amortization expense includes depreciation expense related to property and equipment including the Block 1 BB satellites.
(collectively, the “agents”) to sell shares of our Class A Common Stock having an aggregate sales price of up to $150.0 million through an “at the market offering” program under which the agents acted as sales agents. The agents were entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per share sold.
(collectively, the “agents”) to sell shares of the Company’s Class A Common Stock having an aggregate sale price of up to $500.0 million through an “at the market offering” program under which the agents acted as sales agents.
This increase in net loss correlates with the increase in net loss generated at AST LLC given the noncontrolling interest represents a portion of such net loss, partially offset by the decrease in noncontrolling interest’s ownership percentage in AST LLC. 50 Liquidity and Capital Resources Our current sources of liquidity are cash and cash equivalents on hand and access to the 2024 ATM Equity Program (as described below).
This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC and a decrease in net loss generated at AST LLC. Liquidity and Capital Resources Our current sources of liquidity are cash and cash equivalents on hand and access to the October 2025 ATM Equity Program.
We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market. These market activities will commence while we continue the development and testing of the next generation of commercial BB satellites.
We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with the U.S. government and prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market. The SpaceMobile Service has not been launched and therefore has not yet generated any revenue.
We intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment.
We currently have partnerships with over 50 MNOs with nearly 3 billion subscribers globally. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment.
General and Administrative Costs Total general and administrative costs increased by $20.0 million, or 48%, to $61.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
General and Administrative Costs Total general and administrative costs increased by $40.1 million, or 65%, to $101.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn December 2021, we entered into a term loan with Loan Star with an aggregate principal amount of $5.0 million, $4.5 million of which was outstanding as of December 31, 2024. We carry the term loan at face value less the unamortized debt issuance costs on our consolidated balance sheets.
Biggest changeThe fair value of the capital equipment loan changes when the market interest rates change. In December 2021, we entered into a term loan with Lone Star, succeeded by Prosperity Bank by merger with Lone Star, with an aggregate principal amount of $5.0 million, $4.2 million of which was outstanding as of December 31, 2025.
For the periods presented, we did not enter into any forward foreign currency exchange contracts. We may, however, enter into forward foreign currency exchange contracts for purposes of hedging foreign exchange rate fluctuations on our business operations in future operating periods as our exposures are deemed to be material.
For the periods presented, we did not enter into any forward foreign currency exchange contracts. We may, however, enter into forward foreign currency exchange contracts for purposes of hedging foreign exchange rate fluctuations on our business operations 59 in future operating periods as our exposures are deemed to be material.
These risks primarily include interest rate risk and foreign currency risk as follows: Interest Rate Risk We had $567.5 million of cash, cash equivalents and restricted cash on hand at December 31, 2024, which consist of bank deposits and short-term money market funds.
These risks primarily include interest rate risk and foreign currency risk as follows: Interest Rate Risk We had approximately $2.8 billion of cash, cash equivalents and restricted cash on hand at December 31, 2025, which consist of bank deposits and short-term money market funds.
We therefore have not had material foreign currency risk associated with revenue and cost-based activities. However, due to fluctuations in exchange rates, we have experienced, and may in the future experience, negative impacts to our revenue and operating expenses denominated in currencies other than the U.S. dollar. The functional currency of our material operating entities is the U.S. dollar.
However, due to fluctuations in exchange rates, we have experienced, and may in the future experience, negative impacts to our revenue and operating expenses denominated in currencies other than the U.S. dollar. The functional currency of our material operating entities is the U.S. dollar.
The 2034 Convertible Notes have a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the 2034 Convertible Notes. The fair value of the 2034 Convertible Notes changes when the market price of our stock fluctuates or market interest rates change.
These convertible notes have fixed interest rates; therefore, we have no financial statement risk associated with changes in interest rates. The fair values of these convertible notes change when the market price of our stock fluctuates or market interest rates change.
The capital equipment loan has a variable rate based on the Prime Rate plus 0.75%. We are not subject to material financial statement risk associated with changes in interest rates with respect to the capital equipment loan. The fair value of the capital equipment loan changes when the market interest rates change.
We are not subject to material financial statement risk associated with changes in interest rates with respect to the term loan. The fair value of the term loan changes when the market interest rates change.
A hypothetical 25 basis points decrease in interest rates earned on our cash and cash equivalents balance as of December 31, 2024 would result in a decrease in annual interest income of approximately $1.3 million.
A hypothetical 25 basis points decrease in interest rates earned on our cash and cash equivalents balance as of December 31, 2025 would result in a decrease in annual interest income of approximately $6.2 million. In January 2025, we issued $460.0 million aggregate principal amount of the 2032 4.25% Convertible Notes.
In January 2024 and May 2024, we issued the 2034 Convertible Notes with an aggregate principal amount of $145.0 million, the full amount of which was outstanding as of December 31, 2024. We carry the 2034 Convertible Notes at face value less the unamortized debt issuance costs on our consolidated balance sheets.
In October 2025, we issued $1,150.0 million aggregate principal amount of the 2036 2.00% Convertible Notes. We carry the 2032 4.25% Convertible Notes, the 2032 2.375% Convertible Notes, and the 2036 2.00% Convertible Notes at face value less the unamortized debt issuance costs on our consolidated balance sheets.
In August 2023, we entered into a capital equipment loan agreement with Lone Star, as lender, for a term loan of $15.0 million, the full amount of which was outstanding as of December 31, 2024. We carry the capital equipment loan at face value less the unamortized debt issuance costs on our consolidated balance sheets.
In August 2023, we entered into a capital equipment loan agreement with Lone Star, succeeded by Prosperity Bank by merger with Lone Star, as lender, for a term loan of $15.0 million, $12.6 million of which was outstanding as of December 31, 2025.
The term loan has a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the term loan. The fair value of the term loan changes when the market interest rates change. 57 Foreign Currency Risk For all periods presented, our revenue and operating expenses were primarily denominated in U.S. dollars.
We carry the term loan at face value less the unamortized debt issuance costs on our consolidated balance sheets. The term loan has a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the term loan. The fair value of the term loan changes when the market interest rates change.
Removed
In January 2025, we exercised our option to convert the 2034 Convertible Notes into shares of our Class A Common Stock. Refer to the discussion under “Recent Developments” above for further details.
Added
In July and October 2025, we have repurchased $410.0 million of the outstanding principal amount of the 2032 4.25% Convertible Notes. As of December 31, 2025, $50.0 million principal amount of the 2032 4.25% Convertible Notes was outstanding. In July 2025, we issued $575.0 million aggregate principal amount of the 2032 2.375% Convertible Notes.
Added
In October 2025, BackstopCo entered into the UBS Bridge Financing Loan with UBS AG, Stamford Branch, in an aggregate principal amount of $420.0 million. The term loan bears a floating interest rate equal to Term SOFR plus 2.0% per annum.
Added
In 2025, AST LLC and certain other subsidiaries entered into a MEFA with Trinity Capital, Inc., providing for a conditional commitment to provide financing of up to $100.0 million. We have executed four draws under the MEFA borrowing a total of $50.5 million.
Added
The borrowings carry fixed interest rates; therefore, we have no financial statement risk associated with changes in interest rates. The fair value of the borrowings changes when market interest rates change.
Added
We carry the capital equipment loan at face value less the unamortized debt issuance costs on our consolidated balance sheets. The capital equipment loan has a variable rate based on the Prime Rate plus 0.75%. We are not subject to material financial statement risk associated with changes in interest rates with respect to the capital equipment loan.
Added
Foreign Currency Risk For all periods presented, our revenue and operating expenses were primarily denominated in U.S. dollars. We therefore have not had material foreign currency risk associated with revenue and cost-based activities.

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