AST SpaceMobile Completes $460 Million Offering of Convertible Senior Notes Due 2032

On January 27, 2025, AST SpaceMobile, Inc. finalized a private offering, having successfully closed the sale of $460 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2032. This offering included the full exercise of the initial purchasers’ option to acquire up to an additional $60 million principal amount of the Notes.

These notes were issued under an indenture dated January 27, 2025, between AST SpaceMobile and U.S. Bank Trust Company, National Association, serving as trustee. The general unsecured obligations of the company will mature on March 1, 2032, unless earlier converted, redeemed, or repurchased. Interest on the notes will accrue at a rate of 4.25% per year from January 27, 2025, and will be payable semiannually starting on September 1, 2025.

The convertible nature of the Notes allows holders to convert them prior to December 1, 2031, subject to specific conditions outlined in the indenture. After December 1, 2031, holders may convert the notes at their discretion. The initial conversion rate will be 37.0535 shares of Class A Common Stock per $1,000 principal amount of Notes, equating to an initial conversion price of approximately $26.99 per share.

The company may not redeem the Notes before March 6, 2029. Afterward, a cash redemption of Notes may be initiated based on specific criteria. The Indenture specifies additional scenarios such as fundamental changes, bankruptcy events, or defaults after which Notes may become due and payable. AST SpaceMobile is required to comply with various provisions detailed in the Indenture concerning conversion obligations and corporate events.

The net proceeds from the offering, approximately $446.3 million, will be utilized for working capital and general corporate purposes. A portion, around $44.5 million, will cover the cost of capped call transactions aimed at offsetting potential dilution. These capped call transactions involve a cap price initially set at $44.98 per share of Class A Common Stock.

The offering remains subject to relevant regulations, with the company intending to use the remaining funds for strategic initiatives. Further details and legalities regarding the offering are outlined in the attached Exhibits filed with the Securities and Exchange Commission (SEC). The company intends to provide regular updates and disclosures in compliance with regulatory guidelines to ensure transparency and adherence to standards.

Investors and stakeholders are encouraged to review the complete filing for a comprehensive overview of the terms and implications of the offering and related transactions. Insights into the future directives and financial strategies of AST SpaceMobile can be inferred from these developments.ENDOFARTICLE

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read AST SpaceMobile’s 8K filing here.

AST SpaceMobile Company Profile

AST SpaceMobile, Inc, together with its subsidiaries, develops and provides access to a space-based cellular broadband network for smartphones in the United States. Its SpaceMobile service provides cellular broadband services to end-users who are out of terrestrial cellular coverage. The company was founded in 2017 and is headquartered in Midland, Texas.