UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 25, 2025 (the “Closing Date”), AST SpaceMobile, Inc. (the “Company”) completed its previously announced transaction to acquire 100% of the issued and outstanding equity interests in EllioSat Ltd. from CCUR Holdings, Inc. pursuant to the Share Purchase Agreement, dated August 5, 2025, by and among the Company, AST & Science, LLC, CCUR Holdings, Inc. and EllioSat Ltd. (as amended from time to time, the “Agreement”). In accordance with the Agreement, the Company elected to pay its first required consideration payment of $26.0 million to CCUR Holdings, Inc. in the form of 581,395 shares of the Company’s Class A common stock (the “Consideration Shares”) and issued such shares to CCUR Holdings, Inc. on the Closing Date (the “Issuance”) in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
In connection with the Issuance, the Company filed a prospectus supplement, dated September 26, 2025 (the “Prospectus Supplement”), to the prospectus, dated September 5, 2024, included in the Company’s Registration Statement on Form S-3 (Registration No. 333-281939), to register the offer and resale of the Consideration Shares.
The legal opinion of McGuireWoods LLP relating to the legality of the issuance of the Consideration Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of McGuireWoods LLP | |
| 23.1 | Consent of McGuireWoods LLP (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AST SPACEMOBILE, INC. | ||
| Date: September 26, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||