UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of August 7, 2025 there were
AST SPACEMOBILE, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except share data)
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As of |
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June 30, 2025 |
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December 31, 2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Operating lease right-of-use assets, net |
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Other non-current assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Contract liabilities |
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Current operating lease liabilities |
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Current portion of long-term debt |
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Total current liabilities |
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Non-current liabilities: |
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Warrant liabilities |
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Non-current operating lease liabilities |
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Long-term debt, net |
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Total liabilities |
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(Note 8) |
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Stockholders' Equity: |
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Class A Common Stock, $ |
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Class B Common Stock, $ |
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Class C Common Stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss) |
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( |
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Accumulated deficit |
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( |
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( |
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Noncontrolling interest |
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Total stockholders' equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements
1
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share data)
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For The Three Months |
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For The Six Months |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Engineering services costs |
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General and administrative costs |
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Research and development costs |
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Depreciation and amortization |
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Total operating expenses |
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Other income (expense): |
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Loss on remeasurement of warrant liabilities |
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( |
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( |
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( |
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Interest expense |
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( |
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( |
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( |
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Interest income |
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Other income (expense), net |
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( |
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Total other income (expense), net |
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( |
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( |
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( |
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Loss before income tax expense |
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( |
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( |
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( |
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( |
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Income tax expense |
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( |
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( |
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( |
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( |
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Net loss before allocation to noncontrolling interest |
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( |
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( |
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( |
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( |
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Net loss attributable to noncontrolling interest |
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( |
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( |
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( |
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( |
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Net loss attributable to common stockholders |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss per share attributable to holders of Class A Common Stock |
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Basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average number of shares |
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Basic and diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements
2
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in thousands)
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For The Three Months |
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For The Six Months |
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2025 |
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2024 |
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2025 |
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2024 |
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Net loss before allocation to noncontrolling interest |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive loss |
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Foreign currency translation adjustments |
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( |
) |
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( |
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Total other comprehensive income (loss) |
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( |
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( |
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Total comprehensive loss before allocation to noncontrolling interest |
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( |
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( |
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( |
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( |
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Comprehensive loss attributable to noncontrolling interest |
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( |
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( |
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( |
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( |
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Comprehensive loss attributable to common stockholders |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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See accompanying notes to the unaudited condensed consolidated financial statements
3
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except share data)
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Class A |
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Class B |
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Class C |
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Additional |
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Accumulated |
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Shares |
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Values |
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Shares |
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Values |
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Shares |
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Values |
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Paid-in |
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Comprehensive Income (Loss) |
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Accumulated Deficit |
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Noncontrolling Interest |
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Total Equity |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock, net of issuance costs |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of equity under employee stock plan |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Vesting of restricted stock units |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
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( |
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Issuance of penny warrants |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Redemption of AST LLC Common Units for Class A Common Stock |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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Foreign currency translation adjustments |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Class A |
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Class B |
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Class C |
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Additional |
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Accumulated |
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Shares |
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Values |
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Shares |
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Values |
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Shares |
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Values |
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Paid-in |
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Comprehensive Income (Loss) |
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Accumulated Deficit |
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Noncontrolling Interest |
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Total Equity |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
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Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock, net of issuance costs |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of equity under employee stock plan |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Vesting of restricted stock units |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
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( |
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Issuance of penny warrants |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Capped call |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
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( |
) |
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2034 Convertible Notes settlement |
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- |
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- |
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- |
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- |
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- |
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- |
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||||||
Redemption of AST LLC Common Units for Class A Common Stock |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
|
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- |
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|||
Foreign currency translation adjustments |
|
|
- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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||||
Net loss |
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- |
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- |
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- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
Balance, June 30, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|||||||||||
4
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except share data)
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated Deficit |
|
|
Noncontrolling Interest |
|
|
Total Equity |
|
|
|||||||||||
Balance, March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||||
Issuance of equity under employee stock plan |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Vesting of restricted stock units |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
Redemption of AST LLC Common Units for Class A Common Stock |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
||
Foreign currency translation adjustments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated Deficit |
|
|
Noncontrolling Interest |
|
|
Total Equity |
|
|
|||||||||||
Balance, December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
||||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||||
Issuance of equity under employee stock plan |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Vesting of restricted stock units |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
Redemption of AST LLC Common Units for Class A Common Stock |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|||
Foreign currency translation adjustments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements
5
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
|
|
|
For The Six Months |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||
Net loss before allocation to noncontrolling interest |
|
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
||
Loss on disposal of property and equipment |
|
|
|
|
|
|
|
||
Loss on remeasurement of warrant liabilities |
|
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
|
||
Paid-in-kind ("PIK") interest expense |
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
( |
) |
|
|
( |
) |
Accounts payable and accrued expenses |
|
|
|
|
|
|
( |
) |
|
Operating lease right-of-use assets and operating lease liabilities |
|
|
|
( |
) |
|
|
( |
) |
Contract liabilities |
|
|
|
|
|
|
|
||
Other assets and liabilities |
|
|
|
( |
) |
|
|
|
|
Net cash used in operating activities |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
||
Proceeds from debt |
|
|
|
|
|
|
|
||
Repayments of debt |
|
|
|
( |
) |
|
|
( |
) |
Payment for debt issuance costs |
|
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
|
||
Payments for third party equity issuance costs |
|
|
|
( |
) |
|
|
( |
) |
Issuance of equity under employee stock plan |
|
|
|
|
|
|
|
||
Employee taxes paid for stock-based compensation awards |
|
|
|
( |
) |
|
|
( |
) |
Purchase of capped call transactions |
|
|
|
( |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Net increase in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
||
Non-cash activities: |
|
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
||
Purchases of property and equipment in accounts payable and accrued expenses |
|
|
$ |
|
|
$ |
|
||
PIK interest paid through issuance of PIK notes |
|
|
|
|
|
|
|
||
Deferred asset acquisition costs paid by issuance of penny warrants |
|
|
|
|
|
|
|
||
2034 Convertible Notes settled by issuance of Class A Common Stock |
|
|
|
|
|
|
|
||
Cash paid for: |
|
|
|
|
|
|
|
||
Interest |
|
|
$ |
|
|
$ |
|
||
Income taxes, net |
|
|
|
|
|
|
|
||
See accompanying notes to the unaudited condensed consolidated financial statements
6
AST SPACEMOBILE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
AST SpaceMobile, Inc., collectively with its subsidiaries (“SpaceMobile” or the “Company”), is currently designing, developing and manufacturing the constellation of BlueBird (“BB”) satellites and has begun launching its planned space-based Cellular Broadband network distributed through a constellation of low Earth orbit (“LEO”) satellites. Once deployed and operational, the BB satellites are designed to provide connectivity directly to off-the-shelf and unmodified devices at broadband speeds (the “SpaceMobile Service”), and be accessible for other applications for government use. At that point, the Company intends to offer the SpaceMobile Service to cellular subscribers and others through wholesale commercial agreements with cellular service providers. The Company also intends to leverage its patented technology, including large phased array and high power capability of its BB satellites, for a variety of applications in the government sector. The Company is headquartered in Texas where it operates more than 200,000 square feet of satellite assembly, integrating and testing (“AIT”) facilities. The Company’s intellectual property (“IP”) portfolio is diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space to Earth. The Company’s IP portfolio consists of
The Company launched its Blue Walker 3 (“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. Using the BW3 test satellite, the Company successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 megabits per second (“Mbps”) to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. The Company has also successfully completed initial in-orbit and ground testing for non-communication government applications. The Company intends to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the government.
The Company launched five first generation commercial BB satellites (“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. In October 2024, the Company 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, the Company successfully made the first video call from space with Vodafone using standard unmodified 4G/5G smartphones. In February 2025, the Company completed the voice and video calls 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 United States government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., the Company successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, the Company and AT&T made the first-ever Voice over LTE call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. The Company expects 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, and Japan.
On April 6, 2021, the Company completed a business combination (the “Business Combination”) with AST & Science, LLC (“AST LLC”). Following the consummation of the Business Combination, the Company is organized in an “Up-C” structure in which the business is operated by AST LLC and its subsidiaries and in which the Company's only direct assets consist of equity interests in AST LLC. As the managing member of AST LLC, the Company has full discretion to manage and control the business of AST LLC and to take all action it deems necessary to accomplish the purposes of AST LLC. The Company’s Class A Common Stock is listed on the Nasdaq Capital Market under the symbol “ASTS.”
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company, AST LLC and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) necessary to fairly state the unaudited condensed consolidated financial statements.
7
As the Company is the sole managing member of AST LLC and has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC, the financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company.
The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in its Annual Report on Form 10-K filed with the SEC on March 3, 2025 (the “2024 Annual Report on Form 10-K”). The results of operations for the periods presented are not indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or other future year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, potential impairment of long-lived assets, and equity-based compensation expense. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates which could have a material impact on the Company’s financial position or results of operations.
The Company’s significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the 2024 Annual Report on Form 10-K, and there have been no significant changes in these significant accounting policies as compared to those described therein.
Segment
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its r. The Company has determined that it operates in
Revenue Recognition
Revenue generated from sales of goods and services is recognized when a customer obtains control of promised goods or services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company recognizes revenue for services provided over time as customers simultaneously receive and consume the benefits provided by the Company’s performance. For performance obligations that do not meet the criteria for over time recognition, the Company recognizes revenue upon transfer of control of the performance obligation to the customer. The Company defers revenue and recognizes contract liabilities in the event the performance obligations are not satisfied for which compensation has been received.
To date, the Company has not generated any revenues from its SpaceMobile Service. During the three and six months ended June 30, 2025, the Company recognized $
As of June 30, 2025 and December 31, 2024, $
Recently Adopted and Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. The Company early adopted the new standard, effective April 1, 2025, on a prospective basis. The adoption did not have a material impact on the consolidated financial statements.
8
Future Adoption of Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU is effective for the Company for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the standard on the presentation of its consolidated financial statements.
All other new accounting pronouncements issued, but not yet effective or adopted, have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted.
The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
|
|
As of June 30, 2025 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
Total assets measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Private placement warrant liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
Total liabilities measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
|
As of December 31, 2024 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
Total assets measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
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Liabilities: |
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Private placement warrant liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
Total liabilities measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
As of June 30, 2025 and December 31, 2024, the Company had $
As of June 30, 2025 and December 31, 2024, warrant liabilities were comprised of private placement warrants (“Private Placement Warrants”), which have been classified as Level 3 due to the use of historical volatility of the Company’s shares and implied volatility derived from options on the Company’s shares. Warrant liabilities are described in detail in Note 7 Warrant Liabilities.
9
The Private Placement Warrants are valued using a Black-Scholes-Merton model. The Company’s Black-Scholes-Merton model to value Private Placement Warrants required the use of the following subjective assumption inputs:
Property and equipment, net consisted of the following (in thousands):
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As of |
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|||||
|
|
June 30, |
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|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings |
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|
||
Leasehold improvements |
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Satellite in orbit |
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|
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Lab, assembly, and integration equipment |
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|
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Satellite antenna |
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|
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Computer hardware and software |
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Other |
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Construction in progress |
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Satellite materials and advance payments, satellites under construction, and advance launch payments |
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Other construction in progress and capital advances |
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|
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|
||
Total property and equipment, gross |
|
$ |
|
|
$ |
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the six months ended June 30, 2025 and 2024 was approximately $
10
Accrued expenses and other current liabilities consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Salaries, wages and benefits |
|
$ |
|
|
$ |
|
||
Property and equipment |
|
|
|
|
|
|
||
Other professional services |
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|
|
|
|
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Accrued interest expense |
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||
Accrued spectrum usage rights asset acquisition costs |
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|
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Others |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
Long-term debt consists of the following (in thousands):
|
|
As of |
|
|||||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
2032 |
|
$ |
|
|
$ |
|
||
2034 Convertible Notes |
|
|
|
|
|
|
||
Prosperity Capital Equipment Loan |
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Prosperity Term Loan |
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|
|
|
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|
||
Trinity Capital Equipment Loan |
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|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Less: unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net of issuance costs |
|
$ |
|
|
$ |
|
||
As of June 30, 2025, the aggregate fair value of the Company’s debt was $
Debt discount and issuance costs are comprised of costs incurred in connection with debt issuance and are presented in the unaudited condensed consolidated balance sheets as a deduction to the carrying amount of the debt and amortized using the effective interest method to interest expense over the term of the debt. During the three and six months ended June 30, 2025, the Company recognized $
Trinity Capital Equipment Loan
On June 27, 2025, AST LLC and certain other subsidiaries of the Company (together with AST LLC, the “AST Companies”) entered into a Master Equipment Financing Agreement (the “MEFA”) with Trinity Capital, Inc. (“Trinity”), as agent (the “Agent”) and lender, and the other lenders party (the “Lenders”), providing for a conditional commitment to provide financing up to $
On June 27, 2025 and June 30, 2025, the AST Companies, the Agent and the Lenders executed
11
commitment fee of approximately $
The AST Companies’ obligations under the Agreements are secured by certain of the AST Companies’ real property fixtures and equipment. The MEFA contains customary affirmative and negative covenants. The MEFA also contains certain customary events of default that, if they occur, will be deemed to occur under all Schedules. Late charges and a default rate may apply if amounts are paid late or there is another default under the Agreements. The MEFA also requires that all or a portion of the amounts under a Schedule be paid if there is a total loss with respect to the collateral.
Prosperity Capital Equipment Loan
On August 14, 2023, AST LLC and certain other subsidiaries of the Company entered into a loan agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger to Lone Star, providing for a $
As part of entering into the Trinity Capital Equipment Loan, the AST Companies and Prosperity Bank amended the Lone Star Loan Agreement whereby Prosperity Bank released the lien on certain real property fixtures and equipment and the AST Companies pledged the $
2032 4.25% Convertible Notes
On January 27, 2025, the Company issued $
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2031 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least
The Company may not redeem the notes prior to March 6, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after March 6, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least
The initial conversion rate for the 2032 4.25% Convertible Notes is
12
The 2032 4.25% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.
On July 3, 2025 and July 31, 2025, the Company completed the repurchase of $
2032 2.375% Convertible Notes
On July 29, 2025, the Company issued $
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2032 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least
The Company may not redeem the notes prior to October 22, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after October 22, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least
The initial conversion rate for the 2032 2.375% Convertible Notes is
The 2032 2.375% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.
2034 Convertible Notes
Pursuant to the Convertible Security Investment Agreement (the “Investment Agreement”) which the Company entered into with certain investors, the Company issued subordinated convertible notes (the “2034 Convertible Notes”) for an aggregate principal amount of $
13
On or after 12 months after date of issuance, the Company may require the holders of the 2034 Convertible Notes to convert at an initial conversion rate of