The Investigation Concerns Allegations Regarding AST SpaceMobile’s Capital Requirements, Competitive Position, Customer Adoption, and Insider Stock Sales

Grabar Law Office is investigating potential claims on behalf of long-term shareholders of AST SpaceMobile, Inc. (NASDAQ: ASTS) concerning whether certain officers and directors breached fiduciary duties owed to the Company.

The investigation follows the filing of a federal securities class action against AST SpaceMobile, Inc. (“AST” or the “Company”), Chairman and Chief Executive Officer Abel Avellan, and Chief Financial Officer and Chief Legal Officer Andrew M. Johnson. The action alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of investors who acquired AST securities between March 4, 2025 and July 15, 2026, inclusive.

The Underlying Securities Class Action

AST SpaceMobile, Inc., together with its subsidiaries, designs and develops the constellation of BlueBird satellites in the United States. The company provides a cellular broadband network in space to be accessible directly by smartphones for commercial use and other applications, as well as for government use. Its SpaceMobile service provides cellular broadband services to end-users who are out of terrestrial cellular coverage.

According to the underlying securities fraud class action complaint, AST and certain of its senior executives made materially false or misleading statements or failed to disclose material information concerning the Company’s business, operations, financial condition, and prospects.

Specifically, the complaint alleges that investors were not adequately informed that:

• AST’s increasing capital requirements were likely to result in additional debt and shareholder dilution with greater frequency and at a greater scale than investors had been led to expect;
• AST’s capital and liquidity position had been overstated in relation to the Company’s ability to achieve its strategic and business objectives;
• the durability of AST’s competitive position in the satellite direct-to-cellular market had been overstated;
• AST was experiencing slow user adoption in the United States and Japan; and
• these circumstances were likely to negatively affect AST’s business and financial prospects.

Allegations Concerning AST’s Capital Requirements and Financing

A significant focus of the complaint concerns representations by AST regarding its liquidity and its ability to finance deployment of its satellite constellation.

For example, following its second-quarter 2025 results, AST’s CFO allegedly told analysts that, with a pro forma balance sheet exceeding $1.5 billion, the Company was “fully funded” to reach a constellation of 45 to 60 satellites. AST also stated in SEC filings that its existing cash and cash equivalents were expected to be sufficient to satisfy anticipated working-capital requirements, operating expenses, and capital expenditures for the following twelve months.

The complaint alleges, however, that AST subsequently undertook a series of significant convertible-note offerings.

In October 2025, AST announced an offering initially sized at $850 million and subsequently increased to $1.0 billion. According to the complaint, AST’s shares fell approximately 9.24% the following trading day.

In February 2026, AST announced another $1.0 billion convertible-note offering. The complaint alleges that AST’s stock subsequently declined approximately 15.17%.

Then, on July 15, 2026, AST announced yet another $1.0 billion convertible senior-note offering, with an option for an additional $150 million. According to the complaint, AST stated that the proceeds could be used for growth initiatives, additional launch capacity, partnerships and acquisitions, and further vertical integration of the business.

AST shares allegedly fell $11.30 per share, or approximately 17.04%, to close at $55.01 on July 16, 2026.

The securities complaint alleges that these financing activities conflicted with earlier representations concerning the sufficiency of AST’s liquidity and the extent to which its constellation was already funded.

Allegations Concerning Competition and Customer Adoption

The complaint also alleges that AST overstated the strength and durability of its competitive position in the direct-to-cellular satellite market.

In September 2025, EchoStar announced an agreement to sell spectrum licenses to SpaceX and enter into a commercial arrangement under which Boost Mobile subscribers could obtain access to SpaceX’s Starlink direct-to-cellular service. The complaint alleges that this transaction materially increased competitive pressure on AST.

The complaint further alleges that AST continued to portray itself as occupying a uniquely strong competitive position despite these developments.

On September 8, 2025, UBS reportedly downgraded AST and reduced its price target, citing increased competitive risks associated with Starlink. AST’s stock allegedly declined approximately 9.47% the following day.

In January 2026, Scotiabank reportedly cited both Starlink competition and evidence of slow user adoption in the United States and Japan. According to the complaint, AST’s stock declined approximately 12.06% following that report.

Allegations Concerning Insider Stock Sales

The complaint also identifies stock sales by two senior AST executives during the alleged Class Period.

According to the complaint:

• Chairman and CEO Abel Avellan sold 55,244 shares, allegedly receiving more than $5.5 million; and
• CFO and Chief Legal Officer Andrew M. Johnson sold 190,131 shares, allegedly receiving more than $13 million.

The securities class action complaint alleges that these transactions support its scienter allegations. The existence or timing of a stock sale does not, by itself, establish wrongdoing, and the allegations have not been adjudicated.

Grabar Law Office’s Investigation

Grabar Law Office is investigating whether AST SpaceMobile’s officers and directors adequately discharged their fiduciary duties in connection with these matters, including whether:

• the Company’s public statements concerning its capital requirements and liquidity accurately reflected information available to management and the Board;
• appropriate oversight existed concerning AST’s financing requirements, debt issuances, and potential shareholder dilution;
• the Board adequately monitored competitive developments involving SpaceX and Starlink;
• management and the Board appropriately monitored and disclosed information concerning customer adoption and commercialization of AST’s services;
• AST maintained adequate disclosure controls, internal controls, and corporate-governance procedures;
• the Board appropriately supervised insider trading and the sale of AST shares by senior executives;
• AST and its shareholders suffered harm as a result of any alleged disclosure, oversight, or governance failures; and
• AST may possess claims against any officers or directors arising from the alleged conduct.

Who May Have Rights?

Current AST SpaceMobile shareholders who purchased their shares before March 4, 2025 and continue to own ASTS shares may have standing to pursue potential shareholder derivative or corporate-governance claims on behalf of the Company. This includes seeking corporate reforms, the return of funds back to the company, and a court approved incentive award at no cost to you whatsoever.  Please contact Joshua H. Grabar at jgrabar@grabarlaw.com, or call 267-507-6085 to learn more. Alternatively, if you purchased shares between March 4, 2025, and July 15, 2026, inclusive, you could participate in the class action. There is no cost or obligation associated with requesting an evaluation, or joining potential litigation.