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Global S-Band Spectrum Priority Rights Acquisition
12 Months Ended
Dec. 31, 2025
Asset Acquisition [Abstract]  
Global S-Band Spectrum Priority Rights Acquisition
15.
Global S-Band Spectrum Priority Rights Acquisition

 

On September 25, 2025, the Company acquired 100% of the issued and outstanding equity interests in EllioSat Ltd., whose wholly owned subsidiary, Sky and Space Global (UK) Limited holds certain S-Band ITU priority rights to Mobile Satellite Services frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO (the “Transaction”). The Transaction has a total consideration of $64.5 million, to be paid in stock or cash at the Company’s election, with (i) $26.0 million paid at closing, (ii) $10.0 million to be paid on the second anniversary of closing, and (iii) $10.0 million to be paid on the third anniversary of closing. Additionally, the Company is obligated to pay $16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and $1.85 million upon continuous operation of such L/S satellite for a period of at least 90 days.

The Transaction was accounted for as an asset acquisition. As of December 31, 2025, the Company recorded approximately $59.6 million of indefinite-lived intangible asset related to the ITU priority rights acquisition within Intangible assets, net in the consolidated balance sheets that consisted of the $42.9 million of purchase consideration, approximately $1.8 million of direct third-party transaction costs, and $14.9 million of increase in the intangible asset’s carrying amount due to deferred tax liabilities recognized for the temporary cost and tax bases differences. The $42.9 million of purchase consideration included (i) $26.0 million paid at closing in shares of the Company’s Class A Common Stock, (ii) the present value of $10.0 million to be paid by the Company on the second anniversary of closing, which is presented within Other non-current liabilities in the consolidated balance sheets and (iii) the present value of $10.0 million to be paid by the Company on the third anniversary of closing which is presented within Other non-current liabilities in the consolidated balance sheets. The Company did not recognize the $18.5 million allocated to the acquisition of an operational L/S satellite as the related milestones were not met as of December 31, 2025.