AST SpaceMobile Announces $500 Million Convertible Notes Offering
Debt Repurchase of $135 Million to Strengthen Capital Structure
A series of strategic financial transactions designed to optimize its capital structure, reduce future interest obligations, and manage potential dilution have been announced by AST SpaceMobile.
“This strategic financing strengthens our balance sheet and positions us to accelerate the deployment of our space-based cellular broadband network.”
Abel Avellan, AST Space Mobile
The company has priced a private offering of $500 million in aggregate principal amount of 2.375% convertible senior notes due 2032. The notes are convertible into shares of Class A common stock at an initial conversion price of $72.07 per share, representing a 20% premium over the closing price of $60.06 on July 24, 2025. Initial purchasers have been granted an option to purchase up to an additional $75 million in notes.
To mitigate potential dilution, AST SpaceMobile has entered into capped call transactions with a cap price of $120.12 per share. Net proceeds from the offering are expected to be approximately $486.9 million (or $560 million if the option is exercised in full), with $47 million allocated to the capped call transactions. The remaining proceeds will be used for general corporate purposes.
In a concurrent transaction, AST SpaceMobile is repurchasing $135 million in principal amount of its existing 4.25% convertible senior notes due 2032. This repurchase will eliminate approximately $37.8 million in future interest payments and remove approximately 5 million shares from potential dilution.
To fund the repurchase, the company has priced a registered direct offering of approximately 5.8 million shares of Class A common stock at $60.06 per share, raising $348 million. The offering is expected to close on July 31, 2025, and is cross-conditional with the debt repurchase.
The repurchase will be conducted through privately negotiated transactions with a limited number of holders of the existing notes. Final terms will depend on market conditions and trading prices of the notes and the company’s stock.
“This strategic financing strengthens our balance sheet and positions us to accelerate the deployment of our space-based cellular broadband network,” said Abel Avellan, Chairman and CEO of AST SpaceMobile. “By reducing future interest obligations and managing dilution, we are reinforcing our long-term commitment to shareholders while advancing our mission to connect the unconnected around the world.”
AST SpaceMobile cautions that participating noteholders may engage in hedging or derivative transactions that could impact the company’s stock price. The company also clarified that the convertible notes offering, equity offering, and debt repurchase are not contingent on one another.
These transactions reflect AST SpaceMobile’s commitment to financial discipline and its mission to eliminate global connectivity gaps through its space-based broadband network, designed to work with unmodified mobile devices.