10-K: AST SpaceMobile Reports FY2024 Results, Outlines Path to Commercial Launch
Summary
- AST SpaceMobile is building a global cellular broadband network in space accessible by standard smartphones.
- The company launched five Block 1 BB satellites in September 2024 and successfully completed initial testing, including a video call with Vodafone in January 2025.
- Testing with AT&T and Verizon in the U.S. was completed in February 2025.
- The next generation Block 2 BB satellites are designed to deliver up to 10 times the bandwidth capacity of Block 1 BB satellites.
- The company plans to launch approximately 60 Block 2 BB satellites in 2025 and 2026 to enable continuous SpaceMobile Service coverage across key markets.
- AST SpaceMobile reported a net loss attributable to common stockholders of $300.1 million for the year ended December 31, 2024.
- The company has agreements with AT&T, Vodafone, and Verizon to provide SpaceMobile Service to their end-users.
- AST SpaceMobile entered into a binding agreement with Ligado for long-term access to up to 45 MHz of lower mid-band spectrum in the U.S. and Canada.
- The company issued $460.0 million in convertible senior notes due 2032 in January 2025.
- The company expects to ship the first next-generation Block 2 BB satellite to the launch provider by the end of April 2025 for a launch estimated to occur shortly thereafter.
Sentiment
Score: 5
Explanation: While the company is making progress on its technology and has secured key partnerships, the significant losses and reliance on future funding create uncertainty.
Positives
- Successful launch and initial testing of Block 1 BB satellites.
- Development of next-generation Block 2 BB satellites with enhanced capabilities.
- Commercial agreements with major MNOs.
- Access to mid-band spectrum secured through Ligado agreement.
- Financing secured through convertible notes issuance.
Negatives
- Significant net loss of $300.1 million for FY2024.
- Reliance on raising additional capital to fund operations and satellite launches.
- Dependence on regulatory approvals and agreements with MNOs.
- Risk of delays in satellite assembly, testing, and launch.
- Competition from other satellite and terrestrial communication providers.
Risks
- The SpaceMobile Service is still in development and may not be completed on time or at all.
- The company may not be able to raise additional funds for continued operations.
- The company will incur significant expenses and capital expenditures in the future.
- The company has a history of losses and may never become profitable.
- The company relies on MNOs and regulatory approvals to access the spectrum needed to operate.
- The company faces competition from existing and potential competitors in the telecommunications industry.
- The company may not be able to launch or operate its satellites successfully.
- The company's satellites may experience operational problems or fail prematurely.
- The company's business is subject to extensive government regulation worldwide.
- The proposed transaction with Ligado may not be consummated.
Future Outlook
The company plans to launch approximately 60 Block 2 BB satellites in 2025 and 2026 to enable continuous SpaceMobile Service coverage across key markets. The company expects to ship the first next-generation Block 2 BB satellite to the launch provider by the end of April 2025 for a launch estimated to occur shortly thereafter.
Industry Context
The document highlights AST SpaceMobile's efforts to compete in the emerging direct-to-device mobile satellite service sector, facing competition from companies like SpaceX's Starlink and Globalstar. The company aims to differentiate itself by supporting cellular broadband data rates, utilizing existing unmodified handsets, and operating in low to mid-band spectrums used by MNOs.
Comparison to Industry Standards
- AST SpaceMobile aims to provide cellular broadband directly to unmodified devices, a feature not fully matched by current competitors like Globalstar and Iridium, which primarily support low data rate applications.
- SpaceX's Starlink and Globalstar are also developing satellite communications technology using LEO constellations to provide competitive services in the direct-to-device segment of the mobile satellite services industry.
- Apple introduced a new service supported by Globalstar which provides SOS Emergency Service capabilities to its latest generation iPhones.
- In February 2025, SpaceX and T-Mobile US offered a beta test of Starlink that included text messaging.
Stakeholder Impact
- Shareholders may experience dilution as a result of future equity offerings.
- The company's ability to execute its business plan will impact employees, customers, and suppliers.
- The company's financial performance will affect creditors and other stakeholders.
Next Steps
- Ship the first next-generation Block 2 BB satellite to the launch provider by the end of April 2025.
- Commence a planned launch campaign during 2025 and 2026 to launch approximately 60 Block 2 BB satellites.
- 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.
- Obtain regulatory approvals in each jurisdiction where the company would provide SpaceMobile Service.
- Enter into commercial agreements with MNOs relating to the offering of SpaceMobile Service in each jurisdiction.
Legal Proceedings
- 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. On February 11, 2025, Plaintiffs filed a notice voluntarily dismissing the complaints.
- 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 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. On July 9, 2024, the Court appointed a Lead Plaintiff for the putative class and approved his choice of Lead Counsel. On September 9, 2024, the Lead Plaintiff voluntarily dismissed the Securities Class Action without prejudice.
- 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. The action is styled Hanna v. Avellan, et al., No. 7:24-cv-00171-DC-RCG (W.D. Tex.) (the Derivative Action). 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. The parties filed an Agreed Motion for Voluntary Dismissal, which the court granted on October 16, 2024.
Key Dates
- April 1, 2019: Launch of BlueWalker 1 (BW1) test satellite.
- September 10, 2022: Launch of BlueWalker 3 (BW3) test satellite.
- November 14, 2022: Completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit.
- September 12, 2024: Launch of five first generation commercial BB satellites (Block 1 BB satellites).
- October 2024: Completion of 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.
- December 9, 2024: AST LLC and Vodafone entered into a definitive long-term commercial agreement through 2034.
- January 5, 2025: AST LLC entered into a binding agreement with Ligado with respect to the Ligado Transaction.
- January 2025: Successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones.
- January 22, 2025: The company notified the holders of the 2034 Convertible Notes that the company exercised its option to require all of such notes to be converted into shares of Class A Common Stock.
- January 27, 2025: The company issued $460.0 million aggregate principal amount of convertible senior notes due 2032.
- February 2025: 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.
- End of April 2025: Expected shipment of the first next-generation Block 2 BB satellite to the launch provider.
- 2025-2026: Planned launch campaign of approximately 60 Block 2 BB satellites.
Keywords
Filings with Classifications
8-K Filing
- AST SpaceMobile has entered into an Equity Distribution Agreement to sell up to $500 million of its Class A common stock.
- The shares will be sold through an at-the-market offering program.
- The company intends to use the proceeds for general corporate purposes.
Quarterly Report
- The company issued $460.0 million aggregate principal amount of convertible senior notes due 2032.
- The company entered into an Equity Distribution Agreement to sell shares of Class A Common Stock having an aggregate sale price of up to $400.0 million through an at the market offering program.
- The company plans to raise additional capital 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.
Quarterly Report
- The net loss attributable to common stockholders increased significantly compared to the same period last year.
- Engineering services costs, general and administrative costs, and research and development costs all increased compared to the same period last year.
Quarterly Report
- The company is ahead of schedule with satellite manufacturing and launch plans.
- The company has secured contracts with the U.S. Space Development Agency and the Defense Innovation Unit.
- The company has secured initial clearances for quasi-governmental funding with EXIM and IFC for over $500.0 million in potential new non-dilutive capital.
Annual Report
- The company reported a net loss of $300.1 million, significantly worse than the previous year.
Annual Report
- The company intends to seek to raise additional capital to fund the design, assembly and launch of its 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 its existing 2024 ATM Equity Program.
Annual Report
- 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.
Beneficial Ownership Disclosure
- The document details a Convertible Security Investment Agreement dated January 16, 2024, where AT&T Investments purchased a subordinated convertible note from AST SpaceMobile, Inc. for a principal amount of $35.0 million. This note served as a capital raise for AST SpaceMobile.
Debt Offering Announcement
- AST SpaceMobile completed a private offering of $460 million aggregate principal amount of 4.25% Convertible Senior Notes due 2032.
- The offering included the exercise in full of the initial purchasers option to purchase up to an additional $60 million principal amount of the Notes.
Ownership Disclosure Amendment
- The document indicates a dilution of ownership for existing shareholders due to the conversion of convertible notes, which is generally viewed negatively by the market.
Current Report
- AST SpaceMobile is proposing a private offering of $400.0 million aggregate principal amount of convertible senior notes due 2032.
- The company also intends to grant the initial purchasers of the notes in the offering an option to purchase up to an additional $60.0 million aggregate principal amount of notes.
- The company currently has approximately $66.0 million of availability remaining under its equity distribution agreement dated September 5, 2024 entered into with the agents named therein (the 2024 ATM equity program).
- The Company may seek to enter into a new equity ATM program in the future.
Strategic Collaboration Announcement
- AST SpaceMobile has secured a $550 million institutional financing commitment in the form of a non-recourse senior-secured delayed-draw term loan facility.
- The facility will be used to support payment obligations related to the AST Transaction.
Strategic Agreement Announcement
- AST SpaceMobile has received a $550 million institutional financing commitment to finance a planned wholly owned special-purpose vehicle (SPV).
- This financing is in the form of a non-recourse senior-secured delayed-draw term loan facility.
Quarterly Report
- The company established a new equity distribution agreement on September 5, 2024, allowing for the sale of up to $400 million of Class A common stock.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities, secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners.
Quarterly Report
- The company's net loss attributable to common stockholders was significantly higher than the same period last year.
- The company incurred a substantial loss from the remeasurement of warrant liabilities.
Quarterly Report
- The company received $153.3 million in net proceeds from the redemption of publicly traded warrants.
- They are prioritizing raising strategic capital through non-dilutive approaches, including commercial prepayments and commitments from MNO partners.
- They have filed a formal application with the Export-Import Bank of the United States (EXIM) for debt financing.
Equity Offering Announcement
- AST SpaceMobile has entered into an Equity Distribution Agreement to sell up to $400 million of its Class A common stock through an at-the-market offering program.
- The company will sell shares through various sales agents over a period of up to three years.
- The offering is intended to provide the company with additional capital for general corporate purposes.
Business Update
- The exact timing of the orbital launch is subject to change based on various factors, including launch readiness and weather conditions.
Quarterly Report
- The company estimates needing to raise approximately $275.0 million to $325.0 million to fund operating expenses and capital expenditures necessary to design, assemble and launch 20 Block 2 BB satellites and operate a constellation of 25 BB satellites.
- The company plans to raise additional capital 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.
Quarterly Report
- The company's net loss of $72.6 million for the three months ended June 30, 2024, and $92.3 million for the six months ended June 30, 2024, is significantly higher than the previous year, indicating worse than expected financial performance.
- The company's loss on remeasurement of warrant liabilities of $66.1 million for the three months ended June 30, 2024, and $47.9 million for the six months ended June 30, 2024, is a significant negative impact on the company's financial results.
Quarterly Report
- Verizon has made a $100 million strategic investment, including $65 million in commercial prepayments and $35 million in convertible notes.
- The company has additional liquidity of $51.5 million available to draw under the Senior Secured Credit Facility, subject to certain conditions and approvals.
Definitive Proxy Statement
- The document mentions raising over $600.0 million of capital in the form of equity, convertible notes, and non-dilutive prepayments.
- Vodafone agreed to purchase our subordinated convertible notes for an aggregate principal amount of $25.0 million.
Capital Raise Announcement
- The company issued a $35 million subordinated convertible note to Verizon Ventures.
- This is part of a larger $100 million investment and prepayment commitment from Verizon.
Quarterly Report
- The company's net loss increased compared to the same period last year, indicating that the company is not yet on a path to profitability.
Quarterly Report
- The company raised $110 million through convertible notes and $107.7 million from a common stock offering.
- The company estimates it will need to raise approximately $350.0 million to $400.0 million to fund operating expenses and capital expenditures necessary to design, assemble and launch 20 Block 2 BB satellites and operate a constellation of 25 BB satellites.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities, secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through its existing ATM Equity Program.
Annual Results and Business Update
- The company is progressing non-dilutive quasi-governmental funding sources, with non-binding letters of interest from three institutions.
- AST SpaceMobile has additional liquidity of $51.5 million in gross proceeds available to draw under the Senior Secured Credit Facility, subject to certain conditions and approvals.
Annual Results and Business Update
- The company reported a net loss of $87.561 million for the year ended December 31, 2023, which is worse than the $31.640 million loss in 2022.
- Total operating expenses increased significantly from $152.9 million in 2022 to $222.4 million in 2023.
Annual Results and Business Update
- Production of five 700 sq. ft. Block 1 BlueBird satellites was impacted by two suppliers, leading to delays in integration and testing.
Annual Results
- The completion of five Block 1 BB satellites has been delayed as compared to the target completion timeline due to a delay in the commencement of integration and testing of five Block 1 BB satellites.
- The failure by suppliers of two key subsystems to meet their contractual delivery timelines contributed to this delay.
Annual Results
- The company reported a net loss attributable to common stockholders of $87.6 million for the year ended December 31, 2023, which is worse than the $31.6 million loss reported for the year ended December 31, 2022.
- The company has not generated any revenues from its SpaceMobile Service to date.
Annual Results
- The company anticipates needing to raise an additional $350 million to $400 million to fund operations and capital expenditures for 20 Block 2 BB satellites and operate a constellation of 25 BB satellites.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities, secured loan facilities, or through obtaining credit from government or financial institutions or commercial partners, including through our existing Equity Line of Credit and the ATM Equity Program.
Current Report
- The company closed an offering of 32,258,064 shares of Class A common stock.
- The underwriters exercised an option to purchase an additional 4,838,709 shares.
- The total net proceeds from the additional share offering were $14.1 million before expenses.
Capital Raise Announcement
- The company closed a share offering of 32,258,064 shares, raising $94 million before expenses.
- Underwriters have a 30-day option to purchase an additional 4,838,709 shares, potentially raising another $14.1 million before expenses.
Strategic Investment and Capital Raise Announcement
- The company's cash and cash equivalents decreased significantly from $239.3 million in 2022 to approximately $88.1 million in 2023.
- Total operating expenses increased from $152.9 million in 2022 to between $216.8 million and $222.5 million in 2023.
- The launch of the first five commercial BlueBird satellites has been delayed from the first quarter to the second quarter of 2024.
Strategic Investment and Capital Raise Announcement
- The dedicated orbital launch for five Block 1 BB satellites, initially scheduled for late in the first quarter of 2024, is now expected to occur in the second quarter of 2024.
Strategic Investment and Capital Raise Announcement
- The company plans to raise up to $306.5 million in gross proceeds through a combination of strategic investments, a credit facility draw, and a stock offering.
- The company is launching a registered offering of $100 million in Class A common stock.
- The company plans to seek a waiver to draw up to an additional $51.5 million under its senior-secured credit facility.
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