The Merger Agreement	6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]
The Merger Agreement	2. THE MERGER AGREEMENT Pending Mergers On April 13, 2026, the Company entered into the Merger Agreement with the Buyer Parties pursuant to which, and subject to the terms and conditions of the Merger Agreement, the Buyer Parties have agreed to acquire the Company. The Company’s standing Strategic Review Committee (the "SRC"), a subcommittee of independent and disinterested members of the SRC and the Board each unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers. Following the execution of the Merger Agreement, Thermo, at the time of execution, collectively held approximately 57.6% of the issued and outstanding shares of the Company’s common stock, executed and delivered to the Company a written consent (the “Written Consent”) adopting the Merger Agreement and approving the transactions contemplated thereby, including the Mergers. The delivery of the Written Consent constitutes all required approvals of the Company’s stockholders under the Company’s organizational documents, Delaware law and the Merger Agreement necessary to consummate the Mergers, and no further approval of the Company’s stockholders is required or will be sought. Merger Consideration Pursuant to the terms in the Merger Agreement, each share of the Company’s common stock issued and outstanding at the effective time of the First Merger (including shares of the Company's common stock issued upon the automatic cashless exercise of warrants but excluding shares of Company common stock that are owned by the Company or any of its subsidiaries or the Buyer Parties or any of their respective wholly owned subsidiaries (such shares, the “Canceled Shares”)) will be converted into the right to receive, at the election of the holder, subject to the terms, conditions and procedures set forth in the Merger Agreement, either (i) cash in an amount equal to $90 per share (subject to a potential downward adjustment, as explained below) without interest (the “Cash Consideration”) or (ii) a number of validly issued, fully paid and nonassessable shares of Amazon’s common stock equal to the exchange ratio (as determined in accordance with the Merger Agreement, which is subject to a potential downward adjustment, as explained below) (the “Stock Consideration” and, together with the Cash Consideration and if applicable, cash in lieu of fractional shares of Amazon's common stock, the “Merger Consideration”). If a holder does not make an election, such holder will receive the Stock Consideration. Elections to receive the Cash Consideration are subject to an automatic proration adjustment such that the maximum number of shares of the Company’s outstanding common stock eligible to be converted into the right to receive the Cash Consideration pursuant to the Merger Agreement is equal to 40% of the aggregate number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the First Merger (other than Canceled Shares), and any excess number of Company common stock with respect to which elections have been made to receive the Cash Consideration will be automatically converted into the right to receive the Stock Consideration on a pro rata basis. The aggregate Merger Consideration is also subject to a potential downward adjustment capped at a maximum of $110 million in the event the Company does not achieve certain amended operational milestones prior to closing, based on the Company's agreements with its customer, Apple, Inc. (the "Customer"), as amended in the manner described below. As of the date of this Report, the maximum amount of the Customer payment potentially payable under a letter agreement, by and between the Company and the Customer (the "letter agreement"), is approximately $97 million reduced from $110 million as a result of the Company's achievement of certain operational milestones since the signing of the Merger Agreement. Warrants; Preferred Stock The Company's outstanding warrants include the warrants issued to the Customer that are exercisable in accordance with the Updated Services Agreements (as defined below) and to Thermo in connection with its guarantee of the 2023 Funding Agreement (as defined below). In connection with the entry into Merger Agreement, the Company also agreed to amend the warrants issued to the Customer and Thermo to provide that, immediately prior to the effective time of the First Merger, each outstanding warrant held by the Customer and by Thermo that is vested and unexercised will be automatically exercised on a cashless basis and the shares of the Company’s common stock issued as a result of such exercise will be converted into the right to receive the Merger Consideration, as described above. In addition, pursuant to the amendment of the warrants issued to the Customer, Customer has the right (but not obligation) to exercise its warrants on a cashless basis prior to or at 5:00 p.m. (New York City time) on the date that is five (5) business days prior to the anticipated closing date of the Mergers. Immediately following the effective time of the First Merger, each share of the Company's Series A Preferred Stock outstanding will be converted into the right to receive a liquidating distribution in the initial amount of the liquidation preference of $1,000 per share in cash, as increased by accrued dividends. Following this liquidating distribution, the Series A Preferred Stock will no longer be outstanding and the rights of the holders thereof will terminate. Conditions to Closing and Other Terms of the Merger Agreement The consummation of the Mergers is subject to certain closing conditions set forth in the Merger Agreement, including, but not limited to: (a) the receipt of stockholder approval (which has been satisfied through the delivery of the Written Consent as described above), (b) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") (which was satisfied on July 17, 2026 when the waiting period expired), (c) the absence of any law or order that prevents, makes illegal or enjoins the consummation of the Mergers, (d) the lapse of at least twenty (20) calendar days since the Company’s mailing to the Company’s stockholders of an information statement concerning the Mergers, the Written Consent and the other transactions contemplated by the Merger Agreement, (e) the effectiveness under the Securities Act of 1933, as amended, of the registration statement on Form S-4 to be filed by Amazon, in which the Company’s information statement will be included as a prospectus, (f) the absence of a Company Material Adverse Effect or a Parent Material Adverse Effect (each as defined in the Merger Agreement) and (g) the achievement by the Company of certain HIBLEO-4 replacement satellite milestones. The completion of the Mergers is further conditioned upon obtaining required clearances and approvals, as applicable, from certain international merger and foreign investment control authorities, the FCC (as defined below), the French Agence Nationale des Fréquences, the French Ministry of Telecoms, the French Ministry of Higher Education, Research and Space and the French Autorité de Régulation des Communications Électroniques, des Postes et de la Distribution de la Presse. In addition, Amazon’s obligation to consummate the Mergers is subject to the satisfaction or waiver of the Company's receipt of certain governmental authorizations relating to the C-3 System (as defined below). The Company and Amazon have commenced filings and engaging with certain merger, foreign investment and satellite and communication authorities. As of the date of this Report, certain governmental authorizations relating to the C-3 System have not yet been received. The Company also made customary representations and warranties in the Merger Agreement and agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries prior to the consummation of the Mergers. Termination and Termination Fees The Merger Agreement contains termination rights for the Company and Amazon. The Merger Agreement may be terminated by either party if the Mergers are not consummated by April 13, 2027, which date may be extended to October 13, 2027 and again to April 13, 2028 if, as of such date, certain conditions related to regulatory approvals or, with respect to the first extension, satellite milestones, have not been satisfied or waived. Upon termination of the Merger Agreement under certain circumstances, the Company will be required to pay Amazon a termination fee of approximately $419.8 million, including if (a) the Merger Agreement is terminated by Amazon as a result of a breach of the Merger Agreement by the Company, (b) prior to such termination, a bona fide alternative acquisition proposal has been made and (c) within twelve months after the date of such termination, the Company enters into or consummates an alternative acquisition transaction. Amazon will be required to pay the Company a termination fee of approximately $592.1 million under certain circumstances, including if the Merger Agreement is terminated because certain required regulatory approvals have not been obtained. Certain Agreements with the Customer •Globalstar SPE: Following the closing of the Mergers, Acquisition Sub II will acquire all of the Customer Class B Units in Globalstar Licensee LLC. •Amendment to 2024 Prepayment Agreement: On April 13, 2026, the Company and Customer entered into an amendment to the 2024 Prepayment Agreement (as defined below), pursuant to which the parties increased the maximum amount of the High Power Infrastructure Prepayment Balance (as defined in the 2024 Prepayment Agreement) by approximately $468 million to an aggregate maximum amount of approximately $1.58 billion. •Amendment to Statement of Work: On April 13, 2026, in connection with the entry into the Merger Agreement, the Company and the Customer amended their November 5, 2024 Statement of Work (the "SOW"), pursuant to which the parties amended certain service milestones under the SOW. •Amendment to Thermo Guaranty: In connection with the execution of the Merger Agreement, the Company, the Customer and Thermo entered into the Amendment to Thermo Guaranty, pursuant to which the Amended Thermo Guaranty (as defined below) was amended so as to terminate on the date that the Assumed Prepayment Agreement entered into by Amazon and the Customer (the "Assumed Prepayment Agreement") replaces the 2023 and 2024 Prepayment Agreements, which shall be the closing date of the First Merger, provided that Amazon has made the first required payment to the Customer under the Assumed Prepayment Agreement. For further discussion on the agreements referenced above, specifically those associated with the Updated Services Agreements, refer to Note 3: Special Purpose Entity, Note 7: Long-Term Debt and Other Financing Arrangements and Note 10: Commitments and Contingencies. For further discussion on the Company's agreements with Thermo, refer to Note 11: Related Party Transactions.

The Company’s standing Strategic Review Committee (the "SRC"), a subcommittee of independent and disinterested members of the SRC and the Board each unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers. Following the execution of the Merger Agreement, Thermo, at the time of execution, collectively held approximately 57.6% of the issued and outstanding shares of the Company’s common stock, executed and delivered to the Company a written consent (the “Written Consent”) adopting the Merger Agreement and approving the transactions contemplated thereby, including the Mergers. The delivery of the Written Consent constitutes all required approvals of the Company’s stockholders under the Company’s organizational documents, Delaware law and the Merger Agreement necessary to consummate the Mergers, and no further approval of the Company’s stockholders is required or will be sought.

Pursuant to the terms in the Merger Agreement, each share of the Company’s common stock issued and outstanding at the effective time of the First Merger (including shares of the Company's common stock issued upon the automatic cashless exercise of warrants but excluding shares of Company common stock that are owned by the Company or any of its subsidiaries or the Buyer Parties or any of their respective wholly owned subsidiaries (such shares, the “Canceled Shares”)) will be converted into the right to receive, at the election of the holder, subject to the terms, conditions and procedures set forth in the Merger Agreement, either (i) cash in an amount equal to $90 per share (subject to a potential downward adjustment, as explained below) without interest (the “Cash Consideration”) or (ii) a number of validly issued, fully paid and nonassessable shares of Amazon’s common stock equal to the exchange ratio (as determined in accordance with the Merger Agreement, which is subject to a potential downward adjustment, as explained below) (the “Stock Consideration” and, together with the Cash Consideration and if applicable, cash in lieu of fractional shares of Amazon's common stock, the “Merger Consideration”). If a holder does not make an election, such holder will receive the Stock Consideration. Elections to receive the Cash Consideration are subject to an automatic proration adjustment such that the maximum number of shares of the Company’s outstanding common stock eligible to be converted into the right to receive the Cash Consideration pursuant to the Merger Agreement is equal to 40% of the aggregate number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the First Merger (other than Canceled Shares), and any excess number of Company common stock with respect to which elections have been made to receive the Cash Consideration will be automatically converted into the right to receive the Stock Consideration on a pro rata basis. The aggregate Merger Consideration is also subject to a potential downward adjustment capped at a maximum of $110 million in the event the Company does not achieve certain amended operational

milestones prior to closing, based on the Company's agreements with its customer, Apple, Inc. (the "Customer"), as amended in the manner described below. As of the date of this Report, the maximum amount of the Customer payment potentially payable under a letter agreement, by and between the Company and the Customer (the "letter agreement"), is approximately $97 million reduced from $110 million as a result of the Company's achievement of certain operational milestones since the signing of the Merger Agreement.

The Company's outstanding warrants include the warrants issued to the Customer that are exercisable in accordance with the Updated Services Agreements (as defined below) and to Thermo in connection with its guarantee of the 2023 Funding Agreement (as defined below). In connection with the entry into Merger Agreement, the Company also agreed to amend the warrants issued to the Customer and Thermo to provide that, immediately prior to the effective time of the First Merger, each outstanding warrant held by the Customer and by Thermo that is vested and unexercised will be automatically exercised on a cashless basis and the shares of the Company’s common stock issued as a result of such exercise will be converted into the right to receive the Merger Consideration, as described above. In addition, pursuant to the amendment of the warrants issued to the Customer, Customer has the right (but not obligation) to exercise its warrants on a cashless basis prior to or at 5:00 p.m. (New York City time) on the date that is five (5) business days prior to the anticipated closing date of the Mergers.

Immediately following the effective time of the First Merger, each share of the Company's Series A Preferred Stock outstanding will be converted into the right to receive a liquidating distribution in the initial amount of the liquidation preference of $1,000 per share in cash, as increased by accrued dividends. Following this liquidating distribution, the Series A Preferred Stock will no longer be outstanding and the rights of the holders thereof will terminate.

The consummation of the Mergers is subject to certain closing conditions set forth in the Merger Agreement, including, but not limited to: (a) the receipt of stockholder approval (which has been satisfied through the delivery of the Written Consent as described above), (b) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") (which was satisfied on July 17, 2026 when the waiting period expired), (c) the absence of any law or order that prevents, makes illegal or enjoins the consummation of the Mergers, (d) the lapse of at least twenty (20) calendar days since the Company’s mailing to the Company’s stockholders of an information statement concerning the Mergers, the Written Consent and the other transactions contemplated by the Merger Agreement, (e) the effectiveness under the Securities Act of 1933, as amended, of the registration statement on Form S-4 to be filed by Amazon, in which the Company’s information statement will be included as a prospectus, (f) the absence of a Company Material Adverse Effect or a Parent Material Adverse Effect (each as defined in the Merger Agreement) and (g) the achievement by the Company of certain HIBLEO-4 replacement satellite milestones.

The completion of the Mergers is further conditioned upon obtaining required clearances and approvals, as applicable, from certain international merger and foreign investment control authorities, the FCC (as defined below), the French Agence Nationale des Fréquences, the French Ministry of Telecoms, the French Ministry of Higher Education, Research and Space and the French Autorité de Régulation des Communications Électroniques, des Postes et de la Distribution de la Presse. In addition, Amazon’s obligation to consummate the Mergers is subject to the satisfaction or waiver of the Company's receipt of certain governmental authorizations relating to the C-3 System (as defined below).

Upon termination of the Merger Agreement under certain circumstances, the Company will be required to pay Amazon a termination fee of approximately $419.8 million, including if (a) the Merger Agreement is terminated by Amazon as a result of a breach of the Merger Agreement by the Company, (b) prior to such termination, a bona fide alternative acquisition proposal has been made and (c) within twelve months after the date of such termination, the Company enters into or consummates an alternative acquisition transaction. Amazon will be required to pay the Company a termination fee of approximately $592.1 million under certain circumstances, including if the Merger Agreement is terminated because certain required regulatory approvals have not been obtained.

•Amendment to Thermo Guaranty: In connection with the execution of the Merger Agreement, the Company, the Customer and Thermo entered into the Amendment to Thermo Guaranty, pursuant to which the Amended Thermo Guaranty (as defined below) was amended so as to terminate on the date that the Assumed Prepayment Agreement entered into by Amazon and the Customer (the "Assumed Prepayment Agreement") replaces the 2023 and 2024 Prepayment Agreements, which shall be the closing date of the First Merger, provided that Amazon has made the first required payment to the Customer under the Assumed Prepayment Agreement.