AST SpaceMobile Inc. closed a $1.15 billion private offering of 1.625% convertible senior notes due 2034, strengthening its balance sheet with over $3.8 billion in pro forma cash, cash equivalents, and restricted cash as of June 30, 2026. The notes include a $1.0 billion aggregate principal amount and the full exercise of the initial purchasers’ option to purchase an additional $150.0 million aggregate principal amount. Settlement for the additional option notes is expected to occur on July 22, 2026, subject to customary closing conditions. The company intends to use the net proceeds to fund growth initiatives and secure additional access to orbit for its space-based cellular broadband network.

AST SpaceMobile purchased a capped call hedge to increase the effective conversion price to $149.20 per share, resulting in effective dilution of less than 2%. The notes are senior, unsecured obligations accruing interest at an annual rate of 1.625%, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. They will mature on February 1, 2034, unless earlier converted or repurchased. Chief Financial Officer Andy Johnson stated the transaction represents the company's lowest borrowing cost for this type of financing.

The notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. President Scott Wisniewski noted that the financing allows the company to pursue an expanding universe of growth opportunities, continue vertical integration, and secure additional access to orbit. AST SpaceMobile can settle future conversions with cash, Class A common stock, or a combination of both. Neither the notes nor the shares potentially issuable upon conversion have been registered under the Securities Act or the securities laws of any other jurisdiction.

Key Offering Details

Pomerantz LLP is investigating claims on behalf of investors of AST SpaceMobile, Inc. regarding whether the company and certain of its officers and/or directors engaged in securities fraud or other unlawful business practices. The investigation aims to determine if federal securities laws were violated during the period in question.

The scrutiny follows a series of market events that negatively impacted AST SpaceMobile's stock price. On January 7, 2026, Scotiabank downgraded the company to Sell, citing significant competition from SpaceX’s Starlink, slow customer adoption, and delays in launching AST’s satellites. Following this downgrade, the stock price fell $11.76 per share, or 12.06%, to close at $85.73 per share on January 7, 2026.

Subsequently, on July 15, 2026, AST SpaceMobile issued a press release announcing the pricing of $1.0 billion aggregate principal amount of 1.625% convertible senior notes due 2034. In response to this news, the company's stock price dropped $11.30 per share, or 17.04%, to close at $55.01 per share on July 16, 2026.

Key Stock Movements

Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is recognized as a premier firm in corporate, securities, and antitrust class litigation. The firm is investigating potential breaches of fiduciary duty and corporate misconduct by AST SpaceMobile.

Investors who purchased or acquired AST SpaceMobile securities are advised to contact Danielle Peyton at newaction@pomlaw.com or 646-581-9980, ext. 7980, to discuss their rights and options regarding the class action.