Key Highlights

● Holders of about 57.6% of shares approved Amazon's $90-a-share merger by written consent.

● The Hart-Scott-Rodino waiting period expired on July 17.

● Globalstar expects the transaction to complete in 2027.

● All eight HIBLEO-4 replacement satellites reached their orbital planes on August 16.

Globalstar (NASDAQ:GSAT) shareholders are not being asked to vote on the $90-a-share merger with Amazon (NASDAQ:AMZN), because holders of about 57.6% of the company's shares have already approved it by written consent. The merger information statement says Thermo Funding II and affiliated stockholders delivered that consent on 13 April 2026, covering 74,058,249 of 128,598,125 outstanding shares. The structure shifts attention from shareholder approval to regulatory clearances and satellite milestones, which Globalstar says could push completion into 2027.

Latest Company Context

Globalstar reported second-quarter 2026 revenue of $64.8 million, down from $67.1 million, and a net loss of $26.5 million versus net income of $19.2 million a year earlier. Adjusted EBITDA was $26.0 million and cash was $409.8 million at 30 June. The company said the Hart-Scott-Rodino waiting period expired on 17 July, while work continues with the FCC and international authorities. On 16 August Globalstar confirmed all eight HIBLEO-4 replacement satellites reached their orbital planes; commissioning and testing continue. Globalstar no longer holds earnings calls or updates guidance while the deal is pending. The release noted that closing remains subject to the satisfaction of remaining conditions, and the company expects the transaction to complete in 2027.

Key Business Drivers

Because Thermo's consent is sufficient, the information statement says Globalstar is not soliciting proxies and holders have no appraisal rights. Remaining conditions include required government authorizations, no blocking order, an effective Form S-4, and Amazon's condition that Globalstar meet HIBLEO-4 launch and operation milestones. Termination fees are specified: Globalstar would pay $419.8 million in certain circumstances and Amazon $592.1 million in others. Holders also face a cash-or-stock election, with a deadline set three business days before expected closing. The shares may now trade mainly on deal expectations rather than standalone results. The information statement was mailed on or about 18 August, and the merger cannot close until at least 20 calendar days after mailing, a threshold that has now passed. The transaction was valued at roughly $11.6 billion at announcement on 14 April.

What Investors Should Watch

Investors may watch for FCC and foreign regulatory decisions, since these remain outstanding and could influence timing. Satellite commissioning updates could indicate whether Amazon's milestone condition is met. The mailing of election materials, and the joint announcement of the election deadline that the information statement requires, would signal that closing is approaching. Any change in the market price relative to the $90 headline value may reflect how the market weighs timing and completion risk. Cash-or-stock election mechanics could also matter for how holders ultimately receive consideration.

Regulators and Satellites Now Decide the Globalstar Timeline

Written consent removes one common merger hurdle for Globalstar, leaving regulators and satellite performance as the main open items. The deal's expected 2027 timeline leaves room for change, and the termination-fee provisions show both parties have accepted meaningful risk. The long-term arrangement between Apple (NASDAQ:AAPL) and Globalstar is a further piece of the strategic backdrop.