{"url_path":"/sec/asts/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1780312/0001493152-26-033912-index.html","accession_number":"0001493152-26-033912","cik":"0001780312","ticker":"ASTS","issuer_name":"AST SpaceMobile, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1780312/0001493152-26-033912-index.html","primary_entity_key":"0001780312","primary_entity_name":"AST SpaceMobile, Inc."},"word_count":2046,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Indenture\nand Notes**\n\n \n\nOn\nJuly 20, 2026, AST SpaceMobile, Inc. (the “Company”) completed its previously announced private offering (the “Offering”)\nof $1.0 billion aggregate principal amount of 1.625% Convertible Senior Notes due 2034 (the “Notes”). Pursuant to\nthe purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option\nto purchase, for settlement within the 13-day period beginning on, and including, July 20, 2026, up to an additional $150 million principal\namount of Notes (the “Notes Option”). The Notes issued on July 20, 2026 do not include any Notes that may be purchased\npursuant to the Notes Option. The Notes were issued pursuant to an indenture, dated July 20, 2026 (the “Indenture”),\nbetween the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the\nCompany and will mature on February 1, 2034, unless earlier converted or repurchased. Interest on the Notes will accrue at a rate of\n1.625% per year from July 20, 2026 and will be payable semiannually in arrears on February 1 and August 1 of each year, beginning on\nFebruary 1, 2027. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day\nimmediately preceding November 1, 2033 only under the following conditions: (1) during any calendar quarter commencing after the calendar\nquarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class\nA common stock, par value $0.0001 per share (the “Class A Common Stock”), for at least 20 trading days (whether or\nnot consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding\ncalendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business\nday period after any ten consecutive trading day period (the “Measurement Period”) in which the “trading price”\n(as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98%\nof the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; or (3) upon\nthe occurrence of specified corporate events as set forth in the Indenture. On or after November 1, 2033 until the close of business\non the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their\nNotes, at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions.\nUpon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Class\nA Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election, in the manner and subject\nto the terms and conditions provided in the Indenture.\n\n \n\nThe\nconversion rate for the Notes will initially be 12.5672 shares of Class A Common Stock per $1,000 principal amount of Notes, which is\nequivalent to an initial conversion price of approximately $79.57 per share of Class A Common Stock. The initial conversion price of\nthe Notes represents a premium of approximately 20% above the last reported sale price of the Class A Common Stock on the Nasdaq Global\nSelect Market on July 15, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms\nof the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur\nprior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for\na holder who elects to convert its Notes in connection with such a corporate event.\n\n \n\nThe\nCompany may not redeem the Notes prior to the maturity date, and no sinking fund is provided for the Notes.\n\n \n\nIf\nthe Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except\nas described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental\nchange repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but\nexcluding, the fundamental change repurchase date.\n\n \n\n \n\n \n\n \n\nThe\nIndenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due\nand payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become\nautomatically due and payable. The following events are considered “events of default” under the Indenture:\n\n \n\n●default\nin any payment of interest on any Note when due and payable and the default continues for\na period of 30 days;\n\n●default\nin the payment of principal of any Note when due and payable at its stated maturity, upon\nany required repurchase, upon declaration of acceleration or otherwise;\n\n●failure\nby the Company to comply with its obligation to convert the Notes in accordance with the\nIndenture upon exercise of a holder’s conversion right and such failure continues for\nfive business days;\n\n●failure\nby the Company to give (i) a fundamental change notice or notice of a make-whole fundamental\nchange, in either case when due and such failure continues for five business days or (ii)\nnotice of a specified corporate transaction when due and such failure continues for three\nbusiness days;\n\n●failure\nby the Company to comply with its obligations in respect of any consolidation, merger or\nsale of assets;\n\n●failure\nby the Company for 60 days after written notice from the trustee or the holders of at least\n25% in principal amount of the Notes then outstanding has been received to comply with any\nof the Company’s other agreements contained in the Notes or the Indenture;\n\n●default\nby the Company or any of its “significant subsidiaries” (as defined in the Indenture)\nwith respect to any mortgage, agreement or other instrument under which there may be outstanding,\nor by which there may be secured or evidenced, any indebtedness for money borrowed with principal\namount in excess of $50.0 million (or its foreign currency equivalent) in the aggregate of\nthe Company and/or any of the Company’s significant subsidiaries, whether such indebtedness\nnow exists or shall hereafter be created (i) resulting in such indebtedness becoming or being\ndeclared due and payable prior to its stated maturity date or (ii) constituting a failure\nto pay the principal of any such debt when due and payable (after the expiration of all applicable\ngrace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration\nor otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have\nbeen rescinded or annulled or such failure to pay or default shall not have been cured or\nwaived, or such indebtedness is not paid or discharged, as the case may be, within 45 days\nafter written notice to the Company by the trustee or to the Company and the trustee by holders\nof at least 25% in aggregate principal amount of the Notes then outstanding in accordance\nwith the Indenture; and\n\n●certain\nevents of bankruptcy, insolvency or reorganization of the Company or any of the Company’s\nsignificant subsidiaries.\n\n \n\nIn\ncase certain events of bankruptcy, insolvency or reorganization occur with respect to the Company, 100% of the principal of, and accrued\nand unpaid interest, if any, on, all outstanding Notes will automatically become due and payable. If an event of default with respect\nto the Notes (other than certain events of bankruptcy, insolvency or reorganization with respect to the Company) occurs and is continuing,\nthe trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company\nand the trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due\nand payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an\nevent of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the\nfirst 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the\nNotes.\n\n \n\n \n\n \n\n \n\nThe\nIndenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially\nall of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any\nsuch sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries but, for\nthe avoidance of doubt, in the case of any such sale, conveyance, transfer or lease, the transferee shall not succeed to, and the Company\nshall not be discharged from, its obligations under the Notes or the Indenture) (a “Business Combination Event”),\nunless (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined\nin the Indenture) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,\nand such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under\nthe Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred\nand is continuing under the Indenture. Upon any such Business Combination Event, the successor entity (if not the Company) shall succeed\nto, and may exercise every right and power of, the Company’s under the Indenture, and the Company shall be discharged from its\nobligations under the Notes and the Indenture except in the case of any such lease.\n\n \n\nA\ncopy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated\nherein by reference (and this description is qualified in its entirety by reference to such document).\n\n \n\nThe\nCompany’s net proceeds from the Offering were approximately $983.6 million, after deducting the initial purchasers’ discounts\nand commissions and the estimated offering expenses payable by the Company. The Company used $96.9 million of the net proceeds from the\nOffering to pay the cost of the capped call transactions described below. The Company intends to use the remaining net proceeds from\nthe Offering to pursue an expanding universe of growth initiatives and secure additional access to orbit for its space-based cellular\nbroadband network, including partnerships and/or acquisitions to further vertically integrate its business and mitigate risks associated\nwith third-party launch providers. The Company currently does not have any understandings or agreements with respect to any such strategic\ntransactions.\n\n \n\n**Capped\nCall Transactions**\n\n \n\nOn\nJuly 15, 2026, in connection with the pricing of the Notes, the Company entered into capped call transactions with certain of the initial\npurchasers of the Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations in substantially\nthe form filed as Exhibit 10.1 to this Current Report on Form 8-K, which Exhibit is incorporated herein by reference (and this description\nis qualified in its entirety by reference to such form). The capped call transactions are expected generally to reduce the potential\ndilution to the Class A Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make\nin excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on\na cap price initially equal to $149.1975 per share (which represents a premium of 125% over the last reported sale price of the Class\nA Common Stock of $66.31 per share on the Nasdaq Global Select Market on July 15, 2026), and is subject to certain adjustments under\nthe terms of the capped call transactions."}