Form POSASR - Post-effective Amendment to an automatic shelf registration statement

Share Name	Share Symbol	Market	Type
EchoStar Corporation	NASDAQ:SATS	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	28.12	27.46	28.87				3	12:36:32

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As filed with the Securities and Exchange Commission on November 5, 2024

Registration No. 333-276368

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT
Under
The Securities Act of 1933

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of
incorporation or organization)

26-1232727

(I.R.S. Employer
Identification Number)

9601 South Meridian Boulevard
Englewood, Colorado 80112
(303) 723-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dean A. Manson
Chief Legal Officer and Secretary
EchoStar Corporation
9601 South Meridian Boulevard
Englewood, Colorado 80112
(303) 723-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Michael A. Deyong
Daniel G. Dufner, Jr.
Michelle B. Rutta
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

Large Accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

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TABLE OF GUARANTOR REGISTRANTS

Exact Name of Registrant as Specified in its Charter and Address	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Northstar Wireless, LLC, 9601 South Meridian Boulevard, Englewood, Colorado, 80112	Delaware		47-1752452
SNR Wireless HoldCo, LLC, 9601 South Meridian Boulevard, Englewood, Colorado, 80112	Delaware		47-1718512
DBSD Corporation, 9601 South Meridian Boulevard, Englewood, Colorado 80112	Colorado		35-2556718
Gamma Acquisition L.L.C., 9601 South Meridian Boulevard, Englewood, Colorado, 80112	Colorado		45-2507625
Northstar Spectrum, LLC, 9601 South Meridian Boulevard, Englewood, Colorado, 80112	Delaware		47-1742770
SNR Wireless LicenseCo, LLC, 9601 South Meridian Boulevard, Englewood, Colorado, 80112	Delaware		47-1719104
DBSD Services Limited, 9601 South Meridian Boulevard, Englewood, Colorado 80112	United Kingdom		98-0230168
Gamma Acquisition HoldCo, L.L.C., 9601 South Meridian Boulevard, Englewood, Colorado, 80112	Colorado		33-1357351

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Amendment”) to Registration Statement on Form S-3 (Registration No. 333-276368) (the “Registration Statement”) is being filed for the following purposes:

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to add the following entities as co-registrants on the Registration Statement:

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Northstar Wireless, LLC, SNR Wireless HoldCo, LLC, DBSD Corporation, Gamma Acquisition L.L.C., Northstar Spectrum, LLC, SNR Wireless LicenseCo, LLC, DBSD Services Limited, and Gamma Acquisition HoldCo, L.L.C. (collectively, the “Subsidiary Guarantors”);

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to add the offering of guarantees of debt securities by the Subsidiary Guarantors; and

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to amend and update the prospectus which forms a part of the Registration Statement.

The Registration Statement was originally filed on January 4, 2024. This Amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

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EchoStar Corporation

Class A Common Stock
Preferred Stock
Debt Securities
Guarantees
Subscription Rights
Warrants
Units

EchoStar Corporation (“EchoStar,” “we” or the “Company”), may offer and sell to the public from time to time, either individually or in combination with other securities in one or more series or issuances, an indeterminate amount of Class A common stock, preferred stock, debt securities, subscription rights to purchase our Class A common stock, preferred stock or debt securities or any combination thereof, guarantees of debt securities, warrants to purchase Class A common stock, preferred stock or debt securities or any combination thereof, and/or units consisting of two or more of these classes or series of securities. We may also offer Class A common stock or preferred stock upon conversion of debt securities, Class A common stock upon conversion of preferred stock, Class A common stock, preferred stock or debt securities upon exercise of warrants or subscription rights, or any of the securities listed in this prospectus that comprise units. We refer to the Class A common stock, preferred stock, debt securities, subscription rights, warrants and units collectively as “securities” in this prospectus.

We may offer and sell any combination of the securities in different series, at times, in amounts, at prices and on terms to be determined at or prior to the time of each offering. This prospectus describes the general terms of these securities and the general manner in which they will be offered. Each time we sell securities pursuant to this prospectus, we will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered.

The Company’s Class A common stock is listed on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “SATS.” On November 4, 2024, the last reported sale price of our Class A common stock was $24.27 per share.

INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS AND THOSE CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR IN ANY APPLICABLE PROSPECTUS SUPPLEMENT OR ANY FREE WRITING PROSPECTUS FROM TIME TO TIME BEFORE MAKING AN INVESTMENT DECISION.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 5, 2024.

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	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS					2
	SUMMARY					3
	RISK FACTORS					4
	USE OF PROCEEDS					5
	DESCRIPTION OF CAPITAL STOCK					6
	DESCRIPTION OF DEBT SECURITIES AND GUARANTEES					9
	DESCRIPTION OF SUBSCRIPTION RIGHTS					13
	DESCRIPTION OF WARRANTS					14
	DESCRIPTION OF UNITS					15
	PLAN OF DISTRIBUTION					16
	LEGAL MATTERS					18
	EXPERTS					18
	WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE					18

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “Commission”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) using a “shelf” registration process. Under this shelf registration process, we may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. We may use the shelf registration statement to offer and sell an indeterminate amount of Class A common stock, par value $0.001 per share (“Class A common stock”), preferred stock, par value $0.001 per share, debt securities, subscription rights, warrants and/or units. More specific terms of any securities that we offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “Where You Can Find More Information and Incorporation by Reference.”

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any applicable prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part. Before making an investment decision, you should read, in addition to this prospectus and the registration statement, any documents that we incorporate by reference in this prospectus and any applicable prospectus supplement, as referred to under “Where You Can Find More Information and Incorporation by Reference,” and you may obtain copies of those documents as described below.

Unless otherwise stated or the context otherwise requires, references in this prospectus to the “Company,” “EchoStar,” “we,” “our” and “us” refer, collectively, to EchoStar Corporation, a Nevada corporation, and its consolidated subsidiaries.

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FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, in particular, statements about plans, objectives and strategies, growth opportunities in a company’s industries and businesses, its expectations regarding future results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date of this prospectus and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, the following:

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significant risks related to our ability to launch, operate, and control our satellites, operational and environmental risks related to our owned and leased satellites, and risks related to our satellites under construction;

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our ability and the ability of third parties with whom we engage to operate our business as a result of changes in the global business environment, including regulatory and competitive considerations;

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our ability to implement and/or realize benefits of our investments and other strategic initiatives;

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risks related to our foreign operations and other uncertainties associated with doing business internationally;

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risks related to our dependency upon third-party providers, including supply chain disruptions and inflation;

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risks related to cybersecurity incidents; and

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risks related to our human capital resources.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in EchoStar’s most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are all incorporated by reference herein, and in this prospectus under the heading “Risk Factors.” All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. We do not assume responsibility for the accuracy and completeness of any forward-looking statements. We assume no responsibility for updating forward-looking information contained or incorporated by reference herein or in any documents we file with the Commission, except as required by law.

Should one or more of the risks or uncertainties described herein or in any documents we file with the Commission occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

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SUMMARY

Our Business

EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Our Class A common stock is publicly traded on Nasdaq under the symbol “SATS.” Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112 and our telephone number is (303) 723-1000.

We currently operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services. We offer pay-TV services under the DISH® brand and the SLING® brand. We also offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands, as well as a competitive portfolio of wireless devices. We are continuing our 5G Network Deployment and commercializing and growing customer traffic on our 5G Network. We are transitioning our Retail Wireless segment to a mobile network operator as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We also provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, aeronautical service providers and government entities, including civilian and defense. In December 2023, our EchoStar XXIV satellite began service, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business.

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RISK FACTORS

An investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. Before deciding whether to invest in our securities, you should carefully consider the risk factors incorporated by reference to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and our recently filed Current Reports on Form 8-K, as well as any of our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities.

The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, prospects or results of operations could be adversely affected. In that event, the market price of our Class A common stock or other securities could decline, and you could lose part or all of your investment. Please also read the section herein entitled “Where You Can Find More Information and Incorporation by Reference.”

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USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.

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DESCRIPTION OF CAPITAL STOCK

The summary of the general terms and provisions of the capital stock of EchoStar set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to EchoStar’s Articles of Incorporation, incorporated herein by reference and filed as an exhibit to EchoStar’s most recent Annual Report on Form 10-K filed with the Commission (as amended from time to time, the “Articles”) and Bylaws, incorporated herein by reference and filed as an exhibit to EchoStar’s most recent Annual Report on Form 10-K, as amended by Amendment No. 1 to the Bylaws incorporated herein by reference and filed as an exhibit to EchoStar’s Current Report on Form 8-K, dated December 29, 2023, each filed with the Commission (as amended from time to time, the “Bylaws” and together with the Articles, the “Charter Documents”). For additional information, please read our Charter Documents and the applicable provisions of the Nevada Revised Statutes (“NRS”).

General

We are authorized to issue the following capital stock:

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4,000,000,000 shares of common stock, par value $0.001 per share, of which 1,600,000,000 shares are designated Class A common stock, 800,000,000 shares are designated Class B common stock, 800,000,000 shares are designated Class C common stock, par value $0.001 per share (“Class C common stock”), and 800,000,000 shares are designated Class D common stock, par value $0.001 per share (“Class D common stock”, and, collectively with the Class A common stock, Class B common stock, and Class C common stock, the “common stock”); and

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20,000,000 shares of preferred stock, par value $0.001 per share.

A summary of the powers, preferences and rights of the shares of each class of common stock and preferred stock is described below.

Our Class A Common Stock

Each holder of Class A common stock is entitled to one vote for each share owned of record on all matters submitted to a vote of stockholders. Except as otherwise required by law or the terms of any preferred stock, the holders of the Class A common stock vote together, without regard to class, with the holders of Class B common stock, the holders of Class C common stock and the holders of preferred stock on all matters submitted to a vote of stockholders. Subject to the preferential rights of any outstanding series of preferred stock and to any restrictions on the payment of dividends imposed under the terms of our indebtedness, the holders of Class A common stock are entitled to such dividends as may be declared from time to time by our board of directors from legally available funds and, together with the holders of the Class B common stock and the Class C common stock, are entitled, after payment of all prior claims, to receive pro rata all of our assets upon a liquidation. The holders of Class A common stock have no redemption, conversion or preemptive rights.

Our Class A common stock is listed on NASDAQ under the symbol “SATS”.

Computershare Trust Company, N.A. serves as the transfer agent and registrar of our Class A common stock.

Our Class B Common Stock

Each holder of Class B common stock is entitled to ten votes for each share of Class B common stock on all matters submitted to a vote of stockholders. Except as otherwise required by law or the terms of any preferred stock, the holders of the Class B common stock vote together, without regard to class, with the holders of the Class A common stock, the holders of the Class C common stock and the holders of the preferred stock on all matters submitted to a vote of the stockholders. Each share of Class B common stock is convertible, at the option of the holder, into one share of Class A common stock. The conversion ratio is subject to adjustment from time to time upon the occurrence of certain events, including: (A) dividends or distributions on Class A common stock payable in Class A common stock or certain other capital stock; and (B) subdivisions, combinations or certain reclassifications of Class A common stock. Each share of

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Class B common stock is entitled to receive dividends and distributions upon liquidation on a basis equivalent to that of the Class A common stock and Class C common stock. In addition, in case EchoStar shall declare a dividend or distribution upon the Class A common stock payable other than in cash out of earning or surplus or other than in Class A common stock, then thereafter each holder of Class B common stock will be entitled to receive, upon conversion of such Class B common Stock into Class A common stock, the property which such holder would have received as a dividend in connection with such dividend or distribution.

Our Class C Common Stock

Each holder of Class C common stock is entitled to one vote for each share of Class C common stock on all matters submitted to a vote of stockholders, except in the event of a change in control, in which case each holder of Class C common stock is entitled to ten votes per share. Except as otherwise required by law or the terms of any preferred stock, the holders of the Class C common stock vote together, without regard to class, with the holders of the Class A common stock, the holders of the Class B common stock and the holders of the preferred stock on all matters submitted to a vote of stockholders. Each share of Class C common stock is convertible, at the option of the holder, into Class A common stock on the same terms as the Class B common stock. Each share of Class C common stock is entitled to receive dividends and distributions upon liquidation on a basis equivalent to that of the Class A common stock and Class B common stock. In addition, in case EchoStar shall declare a dividend or distribution upon the Class A common stock payable other than in cash, out of earning or surplus or other than in Class A common stock, then thereafter each holder of Class C common stock will be entitled to receive, upon conversion of such Class C common Stock into Class A common stock, the property which such holder would have received as a dividend in connection with such dividend or distribution.

Our Class D Common Stock

Each holder of Class D common stock is not entitled to a vote on any matter. Each share of Class D common stock is entitled to receive dividends and distributions upon liquidation on a basis equivalent to that of the Class A common stock.

Our Preferred Stock

Our board of directors is authorized to designate one or more series of our preferred stock and, with respect to each series, to determine the preferences and rights and the qualifications, limitations or restrictions of the series, including the dividend rights, conversion rights, voting rights, redemption rights and terms, liquidation preferences, sinking fund provisions, exchange rights, the number of shares constituting the series and the designation of such series. Our board of directors may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of each class of common stock.

The provisions authorizing our board of directors to issue preferred stock without stockholder approval and the issuance of such stock could have the effect of delaying, deferring or preventing a change in our control or the removal of our existing management.

Nevada Law and Limitations on Changes in Control

Nevada Business Combination Statutes

Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the combination meets all the requirements of the articles of incorporation of the corporation and the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the corporation’s board of directors and, at or after that time, the combination is approved at an annual or special meeting of the corporation’s stockholders, and not by written consent, by the affirmative vote of the holders of stock representing sixty percent of the corporation’s outstanding voting power not beneficially

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owned by the “interested stockholder”, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an “interested stockholder” after the expiration of four years after the person first became an interested stockholder.

For purposes of these statutes, an “interested stockholder” is any person who is (A) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the Company, or (B) an affiliate or associate of the Company and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the Company. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.”

The provisions of the NRS relating to combinations with interested stockholders could have the effect of delaying, deferring or preventing a change in our control or the removal of our existing management.

Nevada Control Share Acquisition Statutes

Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (A) one-fifth or more, but less than one-third, (B) one-third or more, but less than a majority or (C) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the ninety days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

The Nevada control share law, if applicable, could have the effect of delaying, deferring or preventing a change in our control or the removal of our existing management.

Directors Duties During a Potential Change in Control

NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

This prospectus describes general terms and provisions of the debt securities. We may issue debt securities from time to time together with other securities or separately. The debt securities will be issued under an indenture between us and one or more trustees identified in the applicable prospectus supplement. The executed indenture will be incorporated by reference from a Current Report on Form 8-K. We encourage you to read the indenture, which will govern your rights as a holder of debt securities. The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended.

We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the Commission. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.

Because the following is only a summary of selected provisions to be included in the indenture and the debt securities, it does not contain all information that may be important to you. This summary is not complete and is qualified in its entirety by reference to the applicable indenture and any supplemental indentures thereto or officer’s certificate or board resolutions related thereto.

The debt securities may have the benefit of guarantees (each, a “guarantee”) by one or more of our existing or future subsidiaries (each, a “guarantor”) specified in the prospectus supplement for that series. If a guarantor issues guarantees, the guarantees will be the unsecured and, if guaranteeing senior debt securities, unsubordinated or, if guaranteeing subordinated debt securities, subordinated obligations of the respective guarantors. Unless otherwise expressly stated or the context otherwise requires, as used in this section, the term “guaranteed debt securities” means debt securities that, as described in the prospectus supplement relating thereto, are guaranteed by one or more guarantors pursuant to the applicable indenture.

The applicable prospectus supplement, including any applicable pricing supplement, will set forth, to the extent required, the following terms of each series of debt securities in respect of which the prospectus supplement is delivered:

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the title;

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any limit upon the aggregate principal amount;

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whether the debt securities will be senior or subordinated;

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applicable subordination provisions, if any;

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whether the debt securities will be secured or unsecured, and if secured, what the collateral will consist of;

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the date or dates on which the principal is payable;

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the rate or rates (which may be fixed or variable) at which the debt securities shall bear interest, if any, or the method by which such rate shall be determined;

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the date or dates from which interest shall accrue;

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the date or dates on which interest shall be payable;

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the record dates for the determination of holders to whom interest is payable;

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the right, if any, to extend the interest payment periods and the duration of such extension;

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the place or places where the principal of and any interest shall be payable;

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the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, pursuant to any sinking fund or otherwise;

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our obligation, if any, to redeem, purchase or repay the debt securities pursuant to any sinking fund or otherwise or at the option of a holder thereof;

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if applicable, the price or prices at which and the period or periods within which and the terms and conditions upon which the debt securities shall be redeemed, purchased or repaid, in whole or in part;

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any covenants applicable to the particular debt securities being issued;

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any defaults and events of default applicable to the particular debt securities being issued and consequences of default;

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any right to “reopen” a previous issue of a series of debt securities by issuing additional debt securities of such series;

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the denominations in which the debt securities of the series shall be issuable, if other than denominations of $1,000, or any multiple of that number;

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the percentage of the principal amount at which the debt securities will be issued and, if other than the principal amount thereof, the portion of such principal amount which shall be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;

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any and all other terms of the series including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the marketing of the debt securities;

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whether the debt securities are issuable as global securities or definitive certificates and, in such case, the identity for the depositary;

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any provisions granting special rights to holders when a specified event occurs;

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whether and under what circumstances we will pay additional amounts on the debt securities held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted;

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any special tax implications of the debt securities;

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any authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities, if other than the trustee;

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any guarantor or co-issuers;

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any special interest premium or other premium;

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whether the debt securities are convertible or exchangeable into our Class A common stock or our other equity securities and the terms and conditions upon which such conversion or exchange shall be effected;

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the currency in which payments of principal and, if applicable, premium and interest, shall be made, if other than U.S. dollars;

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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined;

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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index, or financial index, then the manner in which such amounts will be determined;

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securities exchange(s) on which the securities will be listed, if any;

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whether any underwriter(s) will act as market maker(s) for the securities;

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extent to which a secondary market for the securities is expected to develop;

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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium and interest with respect to such securities to be due and payable;

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provisions relating to covenant defeasance and legal defeasance;

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provisions relating to satisfaction and discharge of the indenture;

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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

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provisions related to unclaimed fund; and

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additional terms not inconsistent with the provisions of the indenture.

One or more debt securities may be sold at a substantial discount below their stated principal amount. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations that apply to these debt securities in the applicable prospectus supplement.

We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections and general tax considerations relating to the debt securities and the foreign currency or currencies (or foreign currency unit or units) in the applicable prospectus supplement.

The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

The indenture and the debt securities, and any claim, controversy or dispute arising under or related to the indenture or the debt securities, will be governed by and construed in accordance with the laws of the State of New York.

Guarantees

The debt securities of any series may be guaranteed by one or more of our subsidiaries. However, the applicable indenture governing the debt securities will not require that any of our subsidiaries be a guarantor of any series of debt securities. As a result, a series of debt securities may not have any guarantors and the guarantors of any series of guaranteed debt securities may differ from the guarantors of any other series of guaranteed debt securities. If we issue a series of guaranteed debt securities, the identity of the specific guarantors of the debt securities of that series will be identified in the applicable prospectus supplement.

If we issue a series of guaranteed debt securities, a description of some of the terms of guarantees of those debt securities will be set forth in the applicable prospectus supplement. Unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, each guarantor of the debt securities of such series will unconditionally guarantee the due and punctual payment of the principal of, and premium, if any, and interest, if any, on each debt security of such series, all in accordance with the terms of such debt securities and the applicable indenture.

Notwithstanding the foregoing, unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, the applicable indenture will contain provisions to the effect that the obligations of each guarantor under its guarantees and such indenture shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such guarantor, result in the obligations of such guarantor under such guarantees and such indenture not constituting a fraudulent conveyance or fraudulent transfer under applicable law. However, there can be no assurance that, notwithstanding such limitation, a court would not determine that a guarantee constituted a fraudulent conveyance or fraudulent transfer under applicable law. If that were to occur, the court could void the applicable guarantor’s obligations under that guarantee, subordinate that guarantee to other debt and other liabilities of that guarantor or take other action detrimental to holders of the debt securities of the applicable series, including directing the holders to return any payments received from the applicable guarantor.

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Unless otherwise provided in the prospectus supplement relating to a series of guaranteed debt securities, the applicable indenture will (i) provide that, upon the sale or disposition (by merger or otherwise) of any guarantor, (x) if the transferee is not an affiliate of us, such guarantor will automatically be released from all obligations under its guarantee of such debt securities or (y) otherwise, the transferee (if other than us or another guarantor) will assume the guarantor’s obligations under its guarantee of such debt securities and (ii) permit us to cause the guarantee of any guarantor of such debt securities to be released at any time if we satisfy such conditions, if any, as are specified in the prospectus supplement for such debt securities.

The applicable prospectus supplement relating to any series of guaranteed debt securities will specify other terms of the applicable guarantees.

If the applicable prospectus supplement relating to a series of our senior debt securities provides that those senior debt securities will have the benefit of a guarantee by any or all of our subsidiaries, unless otherwise provided in the applicable prospectus supplement, each such guarantee will be the unsubordinated and unsecured obligation of the applicable guarantor and will rank equally in right of payment with all of the unsecured and unsubordinated indebtedness of such guarantor.

Any guarantee of any debt securities will be effectively subordinated to all existing and future secured indebtedness of the applicable guarantor, including any secured guarantees of other Company debt, to the extent of the value of the collateral securing that indebtedness. Consequently, in the event of a bankruptcy, or similar proceeding with respect to any guarantor that has provided a guarantee of any debt securities, the holders of that guarantor’s secured indebtedness will be entitled to proceed directly against the collateral that secures that secured indebtedness and such collateral will not be available for satisfaction of any amount owed by such guarantor under its unsecured indebtedness, including its guarantees of any debt securities, until that secured debt is satisfied in full. Unless otherwise provided in the applicable prospectus supplement, the indenture will not limit the ability of any guarantor to incur secured indebtedness.

If the applicable prospectus supplement relating to a series of our subordinated debt securities provides that those subordinated debt securities will have the benefit of a guarantee by any or all of our subsidiaries, unless otherwise provided in the applicable prospectus supplement, each such guarantee will be the subordinated and unsecured obligation of the applicable guarantor and, in addition to being effectively subordinated to secured debt of such guarantor, will be subordinated in right of payment to all of such guarantor’s existing and future senior indebtedness, including any guarantee of the senior debt securities, to the same extent and in the same manner as the subordinated debt securities are subordinated to our senior debt.

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DESCRIPTION OF SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase our Class A common stock, preferred stock or debt securities or any combination thereof from time to time. These subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

The following description summarizes the general terms and provisions of the subscription rights that we may offer pursuant to this prospectus. The specific terms relating to any subscription rights that we offer will be described in a prospectus supplement, which you should read. Because the terms of the specific subscription rights offered may differ from the general information that we have provided below, you should rely on the information in the applicable prospectus supplement that contradicts any information below. The prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:

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the title of the subscription rights;

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the securities for which the subscription rights will be exercisable;

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the exercise price payable for each share of Class A common stock preferred stock or debt security upon the exercise of the subscription rights;

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the number and terms of the subscription rights issuable to each security holder;

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the extent to which the subscription rights will be transferable;

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the date on which the right to exercise the subscription rights will commence and the date on which the rights will expire (subject to any extension);

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the extent to which the rights will include an over-subscription privilege with respect to unsubscribed securities;

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if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering;

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if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of the subscription rights; and

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any other terms of the subscription rights, including terms, procedures and limitations relating to the exchange and exercise of the subscription rights.

The description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription rights agreement, which will be filed with the Commission if we offer subscription rights.

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DESCRIPTION OF WARRANTS

We may issue warrants to purchase Class A common stock, preferred stock or debt securities or any combination thereof. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.

The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:

•

the title of such warrants;

•

the offering price and aggregate number of warrants offered;

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the currency for which the warrants may be purchased;

•

if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

•

if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

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if applicable, the date on and after which such warrants and the related securities will be separately transferable;

•

information with respect to book-entry procedures, if any;

•

in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

•

in the case of warrants to purchase Class A common stock or preferred stock, the number of shares of Class A common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;

•

the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;

•

the terms of any rights to redeem or call the warrants;

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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

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the dates on which the right to exercise the warrants will commence and expire;

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the manner in which the warrant agreements and warrants may be modified;

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a discussion of material or special U.S. federal income tax considerations, if any, of holding or exercising the warrants;

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the terms of the securities issuable upon exercise of the warrants; and

•

any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

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DESCRIPTION OF UNITS

We may issue units comprised of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date.

The prospectus supplement relating to any units we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:

•

the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

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any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;

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any material provisions of the governing unit agreement that differ from those described above; and

•

whether the units will be issued in fully registered or global form.

The description in the applicable prospectus supplement of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the Commission if we offer units.

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PLAN OF DISTRIBUTION

We may sell the securities in one or more of the following ways (or in any combination) from time to time:

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through underwriters or dealers;

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directly to a limited number of purchasers or to a single purchaser;

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through agents; or

•

through any other method permitted by applicable law and described in the applicable prospectus supplement.

The distribution of our securities may be carried out, from time to time, in one or more transactions, including:

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block transactions and transactions on NASDAQ or any other organized market where the securities may be traded;

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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;

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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

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sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; or

•

sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:

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the name or names of any underwriters, dealers or agents;

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the method of distribution;

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the public offering price or purchase price and the proceeds to us from that sale;

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the expenses of the offering;

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any discounts to be allowed or paid to the underwriters, dealers or agents;

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all other items constituting underwriting compensation and the discounts to be allowed or paid to dealers, if any; and

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any other information regarding the distribution of the securities that we believe to be material.

Underwriters may offer and sell the securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We may, from time to time, authorize agents acting on a best or reasonable efforts basis as our agents to solicit or receive offers to purchase the securities upon the terms and conditions as are set forth in the applicable prospectus supplement. In connection with the sale of securities, underwriters or agents may be deemed to have received compensation from us in the form of underwriting discounts and may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may sell securities to or through dealers, and dealers may receive compensation in the form of discounts or concessions from the underwriters and commissions from the purchasers for whom they may act as agent.

Underwriters, dealers and agents who participate in the distribution of securities and their controlling persons may be entitled, under agreements that may be entered into with us to indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the underwriters, dealers or agents and their controlling persons may be required to make in respect of those liabilities.

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We may also make direct sales through subscription rights distributed to our existing shareholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to our shareholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.

Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any such activities will occur, they will be described in the applicable prospectus supplement.

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LEGAL MATTERS

The validity of the shares of Class A common stock and preferred stock in respect of which this prospectus is being delivered will be passed upon by Dean A. Manson, Chief Legal Officer and Secretary of EchoStar. As of November 5, 2024, Mr. Manson held 7,332 shares of EchoStar Class A common stock, or less than one percent. Certain legal matters with respect to New York law, the validity of debt securities, subscription rights, warrants and units under New York law, and U.S. federal securities laws will be passed upon for us by White & Case LLP, New York, New York.

In connection with particular offerings of debt securities, and if stated in the applicable prospectus supplements, Brownstein Hyatt Farber Schreck, LLP, as to certain legal matters relating to Colorado and Nevada law, and White & Case LLP, London, United Kingdom, as to certain legal matters relating to United Kingdom law, will be passed upon for us.

Additional legal matters may be passed upon for us and any underwriter by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of EchoStar and its subsidiaries as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE

We file reports, proxy statements and other information with the Commission. The Commission maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the Commission. The address of the Commission’s website is http://www.sec.gov. In addition, we maintain a website that contains information about us at www.echostar.com. The information included on our website is not, and should not be considered, incorporated by reference into this prospectus or otherwise a part of this prospectus.

We have filed with the Commission a registration statement on Form S-3, of which this prospectus is a part, including exhibits, schedules and amendments filed with, or incorporated by reference in, this registration statement, under the Securities Act with respect to the securities registered hereby. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the securities registered hereby, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in, or incorporated by reference in, this prospectus are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates.

The Commission allows us to “incorporate by reference” the information we file with the Commission, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference herein is an important part of this prospectus. The incorporated documents contain significant information about us, our business and our finances. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the Commission will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

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The following documents, which have heretofore been filed by EchoStar with the Commission pursuant to the Exchange Act, are incorporated by reference into this Registration Statement:

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our Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 29, 2024 (including the portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 20, 2024, that we incorporate by reference in such Annual Report);

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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 8, 2024, and for the quarter ended June 30, 2024, filed with the SEC on August 9, 2024;

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our Current Reports on Form 8-K filed on January 11, 2024, January 16, 2024, May 3, 2024, September 23, 2024, September 29, 2024, October 11, 2024 and October 29, 2024 (other than portions of those documents deemed to be furnished and not filed); and

•

the description of our capital stock, set forth in Exhibit 4.31 of our Annual Report on Form 10-K for the year ended December 31, 2023.

All documents subsequently filed by EchoStar pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement on Form S-3 and prior to such time as EchoStar files a post-effective amendment to this Registration Statement on Form S-3, if any, that indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

You may obtain any of the documents listed above from the Commission, through the Commission’s website or from EchoStar by requesting them in writing or by telephone at the following address:

EchoStar Corporation
9601 South Meridian Boulevard
Englewood, Colorado 80112
Attention: Investor Relations
Telephone: (303) 723-1000

These documents are available from EchoStar without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this prospectus forms a part.

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Part II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the aggregate estimated expenses, other than underwriting discounts and commissions, currently anticipated to be payable by the registrant in connection with the sale of the securities being registered hereby.

	Amount to be paid
Commission registration fee		$	(1)(2)
FINRA filing fee		$	(2)
Printing expenses		$	(2)
Legal fees		$	(2)
Accounting fees and expenses		$	(2)
Blue Sky qualification fees and expenses		$	(2)
Transfer agent fees and expenses		$	(2)
Trustee fees and expenses		$	(2)
Warrant agent fees and expenses		$	(2)
Miscellaneous expenses		$	(2)
Total		$	(2)

(1)

Pursuant to Rules 456(b) and 457(r) under the Securities Act, the Commission registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable.

(2)

The estimated amounts of fees and expenses to be incurred in connection with any offering of securities pursuant to this registration statement will be determined from time to time and reflected in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers

Registrants Incorporated in Nevada

NRS 78.7502(1) allows EchoStar to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (except an action by or in the right of EchoStar, a “derivative action”), by reason of the fact that such person is or was a director, officer, employee or agent of EchoStar, or is or was serving at the request of EchoStar as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited liability company, against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding if such person is not liable pursuant to NRS 78.138, or acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of EchoStar, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Under NRS 78.7502(2), a similar standard of care applies to derivative actions, except that indemnification is limited solely to expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred in connection with the defense or settlement of the action or suit. Indemnification by EchoStar is required to the extent the person is successful on the merits or otherwise in defense of an action, suit or proceedings, including a derivative action, or any claim, issue or matter therein, against indemnifiable expenses, and, pursuant to NRS 78.751(2), unless otherwise restricted by EchoStar’s Articles of Incorporation, bylaws or an agreement made by the corporation, EchoStar may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the proceeding in question, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not

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entitled to be indemnified. Under NRS 78.7502(3), decisions as to the whether to grant indemnification, unless ordered by a court or advanced pursuant to NRS 78.751(2), are made by a majority vote of our Board of Directors at a meeting at which a quorum of disinterested directors is present, or by written opinion of independent legal counsel if a majority vote of a quorum consisting of disinterested directors so orders or if such a quorum cannot be obtained, or by the stockholders.

Provisions relating to liability and indemnification of officers and directors of EchoStar for acts by such officers and directors are contained in Article IX of the Articles and Article IX of the Bylaws. These provisions state, among other things, that, consistent with and to the extent permitted by the NRS and upon the decision of a disinterested majority of EchoStar’s Board of Directors, or a written opinion of independent legal counsel if a disinterested majority vote of the Board of Directors is not available (or even if a quorum of disinterested directors is obtainable, if such a quorum so directs), or EchoStar’s stockholders, that the applicable standard of conduct has been satisfied: (1) EchoStar shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of EchoStar) by reason of the fact that he or she is or was a director, officer, employee, fiduciary or agent of EchoStar, or is or was serving at the request of EchoStar as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of EchoStar, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and (2) EchoStar shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of EchoStar to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, fiduciary or agent of EchoStar, or is or was serving at the request of EchoStar as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of EchoStar and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have adjudged to be liable for negligence or misconduct in the performance of his or her duty to EchoStar unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Registrants Formed in Delaware

Each of Northstar Wireless, LLC, SNR Wireless HoldCo, LLC, SNR Wireless LicenseCo, LLC and Northstar Spectrum, LLC is a limited liability company formed under the laws of the State of Delaware. Subject to any terms, conditions or restrictions set forth in the limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of each of Northstar Wireless, LLC, SNR Wireless HoldCo, LLC, SNR Wireless LicenseCo, LLC and Northstar Spectrum, LLC provides that, to the fullest extent permitted by law, subject to certain restrictions described below, it will indemnify its sponsor, directors and officers, members or any of their respective affiliates who were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of us) by reason of the fact that the

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person is or was a sponsor, director, officer, employee, partnership representative or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Subject to the conditions set forth in such limited liability company agreement, each of Northstar Wireless, LLC, SNR Wireless HoldCo, LLC, SNR Wireless LicenseCo, LLC and Northstar Spectrum, LLC may pay or reimburse such indemnified person’s expenses (including attorneys’ fees) in advance of final disposition of a proceeding.

Registrants Incorporated or Organized in Colorado

Colorado Corporations

DBSD Corporation (“DBSD”) is incorporated under the laws of the State of Colorado. The Colorado Revised Statutes and the Colorado Business Corporation Act (the “CBCA”) limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors.

Section 7-109-102(1) of the CBCA permits indemnification of a director of a Colorado corporation, in the case of a third party action, if the director (a) conducted himself or herself in good faith, (b) reasonably believed that (i) in the case of conduct in his or her official capacity, his or her conduct was in the corporation’s best interest, or (ii) in all other cases, his or her conduct was not opposed to the corporation’s best interest, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Section 7-109-103 further provides for mandatory indemnification of directors who are wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director, against reasonable expenses incurred by him or her in connection with the proceeding.

Section 7-109-102(4) of the CBCA limits the indemnification that a corporation may provide to its directors in two key respects. A corporation may not indemnify a director in a derivative action in which the director is held liable to the corporation, or in any proceeding in which the director is held liable on the basis of his or her improper receipt of a personal benefit. Sections 7-109-104 of the CBCA permits a corporation to advance expenses to a director, and Section 7-109-107(3) of the CBCA permits a corporation to indemnify and advance litigation expenses to officers, employees and agents who are not directors to a greater extent than directors if consistent with law and provided for by the bylaws, a resolution of directors or shareholders, or a contract between the corporation and the officer, employee or agent.

The Bylaws (the “Bylaws”) of DBSD require it to indemnify, to the extent permitted by law, and subject to certain exceptions, any person made a party to a proceeding because the person is or was a director of DBSD. The Bylaws further provide that to the full extent permitted by the General Corporation Law of the State of Colorado, the Company may purchase and maintain insurance, in such amounts and against such risks as the Board of Directors deems appropriate, on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who, while a director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, partner, officer, employee, fiduciary or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary or agent, whether or not the Corporation would have power to indemnify the person against the same liability under the provisions of the Bylaws, Articles of Incorporation or of the General Corporation Law of the State of Colorado.

Colorado Limited Liability Companies

Each of Gamma Acquisition L.L.C. and Gamma Acquisition HoldCo, L.L.C. is a limited liability company organized under the laws of the State of Colorado. Section 7-80-407 of the Colorado Limited Liability Company Act empowers a Colorado limited liability company to reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager

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for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person’s duties to the limited liability company.

In accordance with this provision, the Operating Agreement of each of Gamma Acquisition L.L.C. and Gamma Acquisition HoldCo, L.L.C. state that such company shall indemnify, to the maximum extent permitted under applicable law, any person, and the estate and personal representative of any such person, against all liability and expense incurred by reason of the fact that such person is or was a manager, officer, employee or fiduciary of the company or, while serving as manager, officer, employee or fiduciary of the company, such person is or was serving at the request of the company as a manager, director, officer, partner, trustee, employee, fiduciary or agent of, or in any similar managerial fiduciary position of, another domestic or foreign entity or other individual or entity or of an employee benefit plan.

Registrants Incorporated in the United Kingdom

Subject to the Companies Act, and without prejudice to any indemnity to which he or she may otherwise be entitled, members of the registrant’s board of directors and its officers shall have the benefit of the following indemnification provisions in the registrant’s memorandum and articles of association.

Members of the registrant’s board of directors or officers shall be indemnified for all losses or liabilities incurred by them in connection with their duties or powers in relation to the duties of their office or otherwise, including any liability incurred in defending any criminal or civil proceedings in which judgement is given in his or her favor. In addition, no director or other officer shall be liable for any loss or damage which may happen to or be incurred by the company in the execution of the duties in his or her office. Further, the registrant has the power to make payments towards insurance including insurance for any director, officer or auditor to protect against such liabilities.

Item 16. Exhibits

	Exhibit Number			Description of Exhibit
	1.1*			Form of Underwriting Agreement (for equity securities).
	1.2*			Form of Underwriting Agreement (for debt securities).
	3.1			Articles of Incorporation of EchoStar Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 of EchoStar’s Form 10 filed December 12, 2007, Commission File No. 001-33807).
	3.2			Amendment to the Articles of Incorporation of EchoStar Corporation (incorporated by reference to Exhibit 3.1 to EchoStar’s Current Report on Form 8-K filed January 25, 2008, Commission File No. 001-33807).
	3.3			Certificate of Amendment of Articles of Incorporation of EchoStar Corporation, dated as of May 4, 2016 (incorporated by reference to Exhibit 3.1 to EchoStar’s Current Report on Form 8-K, filed May 5, 2016, Commission File No. 001-33807).
	3.4			Bylaws of EchoStar Corporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to EchoStar’s Form 10 filed December 12, 2007, Commission file No. 001-33807).
	3.5			Amendment No. 1 to the Bylaws of EchoStar Corporation (incorporated by reference to Exhibit 3.1 to EchoStar’s Current Report on Form 8-K filed January 2, 2024, Commission File No. 001-33807).
	3.6			Articles of Incorporation of DBSD Corporation (incorporated by reference to Exhibit 3.6 to EchoStar Corporation’s Form S-4 filed on January 16, 2024 (File No.: 333-276514)).
	3.7			Bylaws of DBSD Corporation (incorporated by reference to Exhibit 3.7 to EchoStar Corporation’s Form S-4 filed on January 16, 2024 (File No.: 333-276514)).
	3.8			Memorandum and Articles of Association of DBSD Services Limited (incorporated by reference to Exhibit 3.8 to EchoStar Corporation’s Form S-4 filed on January 16, 2024 (File No.: 333-276514)).

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	Exhibit Number			Description of Exhibit
	3.9			Certificate of Name Change of DBSD Services Limited (incorporated by reference to Exhibit 3.9 to EchoStar Corporation’s Form S-4 filed on January 16, 2024 (File No.: 333-276514)).
	3.10			Certificate of Name Change of DBSD Services Limited (incorporated by reference to Exhibit 3.10 to EchoStar Corporation’s Form S-4 filed on January 16, 2024 (File No.: 333-276514)).
	3.11			Certificate of Formation of Northstar Wireless, LLC (incorporated by reference to Exhibit 3.11 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.12			Limited Liability Company Agreement of Northstar Wireless, LLC (incorporated by reference to Exhibit 3.12 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.13			Certificate of Formation of SNR Wireless HoldCo, LLC (incorporated by reference to Exhibit 3.13 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.14			Limited Liability Company Agreement of SNR Wireless HoldCo, LLC (incorporated by reference to Exhibit 3.14 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.15			Articles of Organization of Gamma Acquisition L.L.C. (incorporated by reference to Exhibit 3.15 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.16			Operating Agreement of Gamma Acquisition L.L.C. (incorporated by reference to Exhibit 3.16 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.17			Articles of Organization of Gamma Acquisition HoldCo, L.L.C. (incorporated by reference to Exhibit 3.17 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.18			Operating Agreement of Gamma Acquisition HoldCo, L.L.C. (incorporated by reference to Exhibit 3.18 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.19			Certificate of Formation of SNR Wireless LicenseCo, LLC (incorporated by reference to Exhibit 3.19 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.20			Limited Liability Company Agreement of SNR Wireless LicenseCo, LLC (incorporated by reference to Exhibit 3.20 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.21			Certificate of Formation of Northstar Spectrum, LLC (incorporated by reference to Exhibit 3.21 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	3.22			Limited Liability Company Agreement of Northstar Spectrum, LLC (incorporated by reference to Exhibit 3.22 to EchoStar Corporation’s Form S-4 filed on October 11, 2024 (File No.: 333-282596)).
	4.1			Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. 001-33807).
	4.2*			Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock.
	4.3*			Form of Indenture (including form of Debt Security).
	4.4*			Form of Subscription Rights Agreement (including form of Right Certificate)
	4.5*			Form of Warrant Agreement (including form of Warrant Certificate)

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	Exhibit Number			Description of Exhibit
	4.6*			Form of Unit Agreement (including form of Unit Certificate)
	5.1			Opinion of Dean Manson.
	5.2			Opinion of White & Case LLP.
	5.3			Legal Opinion of Brownstein Hyatt Farber Schreck, LLP.
	5.4			Legal Opinion of White & Case LLP (UK).
	23.1			Consent of KPMG LLP relating to EchoStar Corporation’s financial statements.
	23.2			Consent of Dean Manson (included in Exhibit 5.1 hereto).
	23.3			Consent of White & Case LLP (included in Exhibit 5.2 hereto).
	23.4			Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.3 hereto).
	23.5			Consent of White & Case LLP (UK) (included in Exhibit 5.4 hereto).
	24.1			Power of Attorney (included on signature page) (incorporated by reference to EchoStar Corporation’s Registration Statement on Form S-3 (Registration No. 333-276368) filed with the Commission on January 4, 2024).
	24.2			Power of Attorney (set forth on the signature page of this Registration Statement).
	25.1			Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee for an Indenture among EchoStar Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. and to be based upon a form of Indenture.
	25.2**			Statement of Eligibility of Trustee to be named later for an Indenture to be created based upon the form of Indenture
	107			Filing Fee Table.

To be filed by amendment or incorporated by reference in connection with the offering of the securities.

Where applicable, to be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

Item 17. Undertakings

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii), and (iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by

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those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act, to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,

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where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(8)

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 5th day of November 2024.

ECHOSTAR CORPORATION

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Chief Legal Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Hamid Akhavan	President, Chief Executive Officer and Director (Principal Executive Officer)	November 5, 2024
* Paul W. Orban	Executive Vice President and Chief Financial Officer, DISH (Principal Financial Officer and Principal Accounting Officer)	November 5, 2024
* Charles W. Ergen	Director	November 5, 2024
* Cantey M. Ergen	Director	November 5, 2024
* Kathleen Q. Abernathy	Director	November 5, 2024
* George R. Brokaw	Director	November 5, 2024
* Stephen J. Bye	Director	November 5, 2024
* James DeFranco	Director	November 5, 2024
* R. Stanton Dodge	Director	November 5, 2024
* Lisa W. Hershman	Director	November 5, 2024

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Signature	Title	Date
* Tom A. Ortolf	Director	November 5, 2024
* William D. Wade	Director	November 5, 2024
*By: /s/ Dean A. Manson Name: Dean A. Manson Title: Attorney-in-fact

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SIGNATURES

NORTHSTAR WIRELESS, LLC

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Each person whose signature appears below hereby constitutes and appoints Dean A. Manson, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements to be filed on Form S-4 or other applicable form, with all exhibits thereto, or any and all amendments (including pre-effective and post-effective amendments) and supplements to a registration statement and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Treasurer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer of Northstar Spectrum, LLC, the sole member of Northstar Wireless, LLC	November 5, 2024

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SIGNATURES

SNR WIRELESS HOLDCO, LLC

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer of American AWS-3 Wireless III L.L.C., the managing member of SNR Wireless HoldCo, LLC	November 5, 2024

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SIGNATURES

DBSD CORPORATION

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Signature	Title	Date
/s/ James DeFranco James DeFranco	Director	November 5, 2024
/s/ Charles W. Ergen Charles W. Ergen	Director	November 5, 2024
/s/ Hamid Akhavan Hamid Akhavan	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer (Principal Financial Officer)	November 5, 2024
/s/ Tom A. Ortolf Tom A. Ortolf	Director	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024

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SIGNATURES

GAMMA ACQUISITION L.L.C.

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Treasurer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Treasurer of Gamma Acquisition HoldCo, L.L.C., the sole member of Gamma Acquisition L.L.C.	November 5, 2024

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SIGNATURES

NORTHSTAR SPECTRUM, LLC

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer of American AWS-3 Wireless II L.L.C., the managing member of Northstar Spectrum, LLC	November 5, 2024

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SIGNATURES

SNR WIRELESS LICENSECO, LLC

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Treasurer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer of SNR Wireless HoldCo, LLC, the sole member of SNR Wireless LicenseCo, LLC	November 5, 2024

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SIGNATURES

DBSD SERVICES LIMITED

By:

/s/ Timothy A. Messner

Name: Timothy A. Messner
Title: Secretary

Each person whose signature appears below hereby constitutes and appoints Timothy A. Messner, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign registration statements to be filed on Form S-4 or other applicable form, with all exhibits thereto, or any and all amendments (including pre-effective and post-effective amendments) and supplements to a registration statement and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Chief Financial Officer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Tom A. Ortolf Tom A. Ortolf	Director	November 5, 2024

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of DBSD Services Limited, has signed this Post-Effective Amendment No.1 to the Registration Statement on the 5th day of November 2024.

ECHOSTAR CORPORATION

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Chief Legal Officer and Secretary

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SIGNATURES

GAMMA ACQUISITION HOLDCO, L.L.C.

By:

/s/ Dean A. Manson

Name: Dean A. Manson
Title: Secretary

Signature	Title	Date
/s/ Hamid Akhavan Hamid Akhavan	President (Principal Executive Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Treasurer (Principal Financial Officer)	November 5, 2024
/s/ James S. Allen James S. Allen	Chief Accounting Officer (Principal Accounting Officer)	November 5, 2024
/s/ Paul W. Orban Paul W. Orban	Treasurer of EchoStar Wireless Holding LLC, the sole member of Gamma Acquisition HoldCo, L.L.C.	November 5, 2024

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Exhibit 5.1

November 5, 2024

EchoStar Corporation
100 Iverness Terrace E.
Englewood, CO 80112

Ladies and Gentlemen:

I am the Chief Legal Officer and Secretary of EchoStar Corporation, a Nevada corporation (“EchoStar” or the “Company”). I have acted as counsel in connection with the registration statement filed on Form S-3 (the “Initial Registration Statement”), as amended by Post-Effective Amendment No. 1 (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”) to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined therein) as co-registrants, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), which includes a base prospectus (the “Base Prospectus”), relating to the registration of an indeterminate amount of securities of EchoStar, including (i) shares of Class A common stock of EchoStar, par value $0.001 per share (the “Class A common stock”), (ii) shares of preferred stock of EchoStar, par value $0.001 per share (the “Preferred Stock”), (iii) one or more series of EchoStar’s debt securities (the “Debt Securities”) to be issued under an indenture to be entered into between EchoStar, as issuer, and a trustee (an “Indenture”), (iv) subscription rights evidencing the right to purchase Class A common stock, Preferred Stock or Debt Securities or any combination thereof (the “Subscription Rights”), (v) guarantees of Debt Securities (“Guarantees”), (vi) warrants to purchase Class A common stock, Preferred Stock or Debt Securities or any combination thereof (the “Warrants”), and (vii) units that include any of the Class A common stock, Preferred Stock, Debt Securities, Subscription Rights, Guarantees, Warrants, in any combination (the “Units” and, together with the Class A common stock, the Preferred Stock, the Debt Securities, the Subscription Rights, the Guarantees, and the Warrants, the “Securities”). The Securities are to be sold from time to time as set forth in the Registration Statement, the Base Prospectus and supplements to the Base Prospectus (the “Prospectus Supplements”). The Subscription Rights may be issued under one or more subscription rights agreements (each, a “Subscription Rights Agreement”) between the Company and a third party to be identified therein as rights agent. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a third party to be identified therein as warrant agent. The Units may be issued under one or more unit agreements (each, a “Unit Agreement”) between the Company and a third party to be identified therein as unit agent. The Indenture, the Subscription Rights Agreement, the Warrant Agreement and the Unit Agreement are collectively referred to herein as the “Agreements.”

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

I have reviewed originals, or copies certified or otherwise identified to my satisfaction as copies of originals, of the various proceedings taken by EchoStar, and I have examined such other agreements, instruments, documents and corporate records of EchoStar as I have deemed necessary or appropriate in order to deliver this opinion.

In rendering the opinions expressed below, I have assumed that (i) the Registration Statement and any supplements and amendments thereto will comply with all applicable laws (and will remain effective and in compliance at the time of issuance of any Securities thereunder), (ii) a Prospectus Supplement will have been filed with the Commission describing the Securities offered thereby, (iii) the definitive terms of each class or series of Securities will have been established in accordance with the authorizing resolutions adopted by the board of directors of the Company (the “Board of Directors”) (or an authorized committee thereof), any Certificate of Designation (as defined below), as applicable, applicable law and in conformity with such Security’s applicable Agreement, (iv) the resolutions authorizing the Company to issue, offer and sell the Securities will have been adopted by the Board of Directors (or an authorized committee thereof) and will be in full force and effect at all times when the Securities are offered or sold by the Company, (v) the Securities will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and applicable Prospectus Supplement(s), (vi) that a definitive purchase, underwriting, subscription, placement agency or similar agreement with respect to the Securities offered under the Registration Statement will have been duly and validly executed and delivered by the Company and the other parties thereto, (vii) any Debt Securities, Subscription Rights, Guarantees, Warrants or Units offered under the Registration Statement, and the related Agreement, will be executed in the forms incorporated by reference in the Registration Statement, and (viii) each Agreement will be duly authorized, executed and delivered, by all of the parties thereto, and each party to each of the Agreements will satisfy all other legal requirements that are applicable to it to the extent necessary to make each Agreement enforceable against it.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, I am of the opinion that:

(1) Class A Common Stock. When (i) the Registration Statement has become effective under the Act, (ii) the terms of sale of the Class A common stock have been duly established in conformity with EchoStar’s amended and restated articles of incorporation, and (iii) certificates representing such shares of Class A common stock have been duly executed, countersigned, registered and delivered either (a) in accordance with the applicable purchase, underwriting, subscription, placement agency or similar agreement approved by the Board of Directors (or an authorized committee thereof), or (b) upon the exercise, conversion or component of any Securities in accordance with the terms of such Securities or applicable Agreement providing for such conversion or exercise as approved by the Board of Directors (or an authorized committee thereof), upon payment of the consideration therefor (not less than the par value of the Class A common stock) provided for therein, the Class A common stock will be validly issued, fully paid and nonassessable.

(2) Preferred Stock. When (i) the Registration Statement has become effective under the Act, (ii) a Certificate of Designation (the “Certificate of Designation”) has been duly filed with the Secretary of State of the State of Nevada, (iii) the terms of the Preferred Stock and of its issuance and sale have been duly established in conformity with EchoStar’s amended and restated articles of incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon EchoStar and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over EchoStar, and (iv) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered either (a) in accordance with the applicable purchase, underwriting, subscription, placement agency or similar agreement approved by the Board of Directors (or an authorized committee thereof), or (b) upon the exercise, conversion or component of any Securities in accordance with the terms of such Securities or applicable Agreement providing for such conversion or exercise as approved by the Board of Directors (or an authorized committee thereof), upon payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein, the Preferred Stock will be validly issued, fully paid and nonassessable.

The opinions expressed above are limited to questions arising under the law of the State of Nevada. I do not express any opinion as to the law of any other jurisdiction. With respect to all matters of New York law and United Kingdom law, I note that you have received opinions, dated as of the date hereof, of White & Case LLP. With respect to certain matters of Colorado law and Nevada law, I note that you have received an opinion, dated as of the date hereof, of Brownstein Hyatt Farber Schreck, LLP. I express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, I have assumed such matters.

The opinions expressed above are as of the date hereof only, and I express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which I learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. I assume no responsibility to update this opinion letter for, or to advise you of, any facts or circumstances of which I become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.

I have relied as to certain matters on information obtained from public officials, officers of EchoStar and other sources believed by me to be responsible.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the making of the statements with respect to me which are set forth under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.

	Very truly yours,

	By:	/s/ Dean A. Manson
	Name: Dean A. Manson Title: Chief Legal Officer and Secretary

Exhibit 5.2

November 5, 2024

EchoStar Corporation
9601 South Meridian Boulevard
Englewood, Colorado 80112

Re:

EchoStar Corporation – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as New York counsel to EchoStar Corporation, a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Initial Registration Statement”), as amended by Post-Effective Amendment No. 1 (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”) to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined therein) as co-registrants, and the related base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), relating to the registration for issue and sale by the Company and Subsidiary Guarantors from time to time, under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of the following securities of the Company or the Subsidiary Guarantors, in the case of the Guarantees (as defined below): (i) the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), (ii) preferred stock of the Company, par value $0.001 per share (“Preferred Stock”), (iii) one or more series of the Company’s debt securities (collectively “Debt Securities”) to be issued under an indenture to be entered into between the Company, as issuer, and a trustee (an “Indenture”), (iv) subscription rights evidencing the right to purchase Class A common stock, Preferred Stock or Debt Securities or any combination thereof (“Rights”), (v) guarantees of Debt Securities by the Subsidiary Guarantors (“Guarantees”), (vi) warrants to purchase Class A common stock, Preferred Stock or Debt Securities, or any combination thereof (“Warrants”) and (vii) units that include any of the Class A common stock, Preferred Stock, Debt Securities, Rights, Guarantees, Warrants, in any combination (the “Units”), in each case as contemplated by the Registration Statement. The Rights may be issued under one or more subscription rights agreements (each, a “Subscription Rights Agreement”) between the Company and a third party to be identified therein as rights agent. The Guarantees may be issued under one or more security agreements (each, a “Security Agreement”) between the Company and a third party to be identified therein as collateral agent. The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Company and a third party to be identified therein as warrant agent. The Units may be issued under one or more unit agreements (each, a “Unit Agreement”) between the Company and a third party to be identified therein as unit agent. The Indenture, the Subscription Rights Agreement, the Security Agreement, the Warrant Agreement and the Unit Agreement are herein collectively referred to herein as the “Agreements.”

The Class A common stock, Preferred Stock, Debt Securities, Rights, Guarantees, Warrants and Units, plus any additional Class A common stock, Preferred Stock, Debt Securities, Rights, Guarantees, Warrants and Units that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by the Company contemplated by the Registration Statement, are referred to herein collectively as the “Securities.”

This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Securities.

In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the Registration Statement and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company and Subsidiary Guarantors as we deemed necessary for the purposes of the opinion set forth in this opinion letter.

We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and Subsidiary Guarantors and of public officials and upon statements and information furnished by officers and representatives of the Company and Subsidiary Guarantors with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us and the accuracy of all statements in certificates of officers of the Company and Subsidiary Guarantors that we reviewed.

In addition, in rendering the opinions expressed below, we have assumed that: (i) each party to each Agreement is or will be duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has, and had at all relevant times, full power and authority to execute and deliver, and to perform its obligations under, each Agreement to which it is a party, (ii) that each of the Debt Securities, Rights, Guarantees, Warrants and Units and applicable Agreements governing such Securities will be governed by the internal laws of the State of New York, (iii) that each Agreement will be duly authorized, executed and delivered, by all of the parties thereto, and each party to each of the Agreements will satisfy all other legal requirements that are applicable to it to the extent necessary to make each Agreement enforceable against it, (iv) that each Agreement will constitute the valid, binding and enforceable obligation of all of the parties thereto under all applicable laws; provided, however, that this assumption is not made as to the Company or Subsidiary Guarantors to the extent expressly addressed in our opinion in this opinion letter, (v) that the execution and delivery of, and the performance of its obligations under, each Agreement by each party thereto will not (A) contravene such party’s articles or certificate of incorporation, by-laws or similar organizational documents, (B) contravene any laws or governmental rules or regulations that may be applicable to such party or its assets, (C) contravene any judicial or administrative judgment, injunction, order or decree that is binding upon such party or its assets, or (D) breach or result in a default under any contract, indenture, lease, or other agreement or instrument applicable to or binding upon such party or its assets, (vi) that all consents, approvals, licenses, authorizations, orders of, and all filings or registrations with, any governmental or regulatory authority or agency required under the laws of any jurisdiction for the execution and delivery of, and the performance of its obligations under, each Agreement by each party thereto will be obtained or made and are in full force and effect and (vii) that there are no agreements or other arrangements that modify, supersede, novate, terminate or otherwise alter any of the terms of any Agreement.

Based upon the foregoing assumptions and assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that when the Registration Statement becomes effective under the Securities Act and when the applicable Agreements have been duly authorized and executed by all necessary corporate action of the Company and Subsidiary Guarantors (and, in the case of an Indenture, authenticated by the trustee in accordance with the provisions of the applicable Indenture), and when the applicable Security is duly delivered by or on behalf of the Company or Subsidiary Guarantors against payment therefor in accordance with the applicable Agreement, and in the manner contemplated by the Registration Statement and Prospectus and pursuant to any corporate action necessary to authorize and approve the issuance and terms, in each case, of any Debt Securities, Rights, Guarantees, Warrants and Units, such Securities will constitute valid and binding obligations of the Company or Subsidiary Guarantors, as applicable, enforceable against the Company and Subsidiary Guarantors, as applicable, in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the enforcement of creditors’ rights generally, and (ii) the application of general principles of equity (whether applied by a court in equity or at law).

The opinion expressed above is limited to questions arising under the law of the State of New York. We do not express any opinion as to the laws of any other jurisdiction. Various issues concerning the laws of the State of Nevada are addressed in the opinion of Dean A. Manson filed as an exhibit to the Registration Statement. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with the Company’s and Subsidiary Guarantors’ consent, assumed such matters.

This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ White & Case LLP

MAD: DGD: MBR: AJE: PJM: BM: SA

Exhibit 5.3

	Brownstein Hyatt Farber Schreck, LLP
	303.223.1100 main
	675 Fifteenth Street, Suite 2900
	Denver, Colorado 80202

November 5, 2024

EchoStar Corporation

9601 South Meridian Boulevard

Englewood, Colorado 80112

To the addressee set forth above:

We have acted as local Nevada counsel and local Colorado counsel to EchoStar Corporation, a Nevada corporation (the “Company”), DBSD Corporation, a Colorado corporation (“DBSD”), Gamma Acquisition L.L.C., a Colorado limited liability company (“GALLC”), and Gamma Acquisition HoldCo, L.L.C., a Colorado limited liability company (together with DBSD and GALLC, the “Colorado Guarantors”, and together with the Company, the “Opinion Parties”), in connection with the filing by the Company and the other registrants named therein, including the Colorado Guarantors, of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-276368 (as so amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including the prospectus set forth therein (the “Prospectus”), relating to the registration for offering and sale from time to time by the Company of an indeterminate number of the following securities: (i) shares (the “Common Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), which include any shares of Class A Common Stock issuable upon the (a) conversion or exchange, as applicable, of any Preferred Shares (as defined below) or Debt Securities (as defined below) convertible or exchangeable into shares of Class A Common Stock and (b) exercise of any Warrants (as defined below) or Subscription Rights (as defined below) to purchase shares of Class A Common Stock; (ii) shares (the “Preferred Shares”, and together with the Common Shares, the “Shares”) of the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”), in one or more series, which include any shares of Preferred Stock issuable upon the (a) conversion or exchange, as applicable, of any Debt Securities convertible or exchangeable into shares of Preferred Stock and (b) exercise of any Warrants or Subscription Rights to purchase shares of Preferred Stock; (iii) debt securities (the “Debt Securities”) to be issued in one or more series pursuant to one or more indentures, in substantially the form filed as an exhibit to the Registration Statement (each, an “Indenture”), which include any Debt Securities issuable upon the exercise of any Warrants or Subscription Rights to purchase Debt Securities; (iv) guarantees of the Debt Securities (the “Guarantees”) by certain of the Company’s subsidiaries, including the Colorado Guarantors, issuable under one or more Indentures or supplements thereto; (v) subscription rights to purchase shares of Class A Common Stock, shares of Preferred Stock, Debt Securities or any combination thereof (the “Subscription Rights”), to be evidenced pursuant to the applicable subscription rights certificate (each, a “Subscription Rights Certificate”); (vi) warrants to purchase shares of Class A Common Stock, shares of Preferred Stock, Debt Securities or any combination thereof (the “Warrants”), to be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”); (vii) units (the “Units”, and together with the Shares, the Debt Securities, the Guarantees, the Subscription Rights and the Warrants, the “Securities”) comprising any combination of the foregoing Securities, issued pursuant to one or more unit agreements (each, a “Unit Agreement”). This opinion letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

www.bhfs.com

EchoStar Corporation

November 5, 2024

Page 2

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Opinion Parties in connection with the registration of the Securities as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the opinions expressed below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Registration Statement and the Prospectus, and the terms of the issuances of any Securities will be in compliance with applicable laws.

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, including the Prospectus, (ii) the articles of incorporation and bylaws, or the articles of organization and operating agreements, as applicable, each as amended to date, of each of the Opinion Parties (collectively, the “Governing Documents”), and (iii) such agreements, instruments and other documents, or forms thereof, and such corporate or limited liabilty company records (including resolutions of the board of directors or the sole member, as applicable) of each of the Opinion Parties, as we have deemed necessary or appropriate. For purposes of issuing this opinion letter, we have also obtained from officers and other representatives and agents of the Opinion Parties and from public officials, and have relied upon, such certificates, representations and assurances, and such public filings, as we have deemed necessary or appropriate.

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) each agreement, instrument and other document (or form thereof) we have reviewed or which is referenced herein has been or will be duly executed and delivered by the parties thereto to the extent due execution and delivery are prerequisites to the effectiveness thereof; (ii) any and all (a) agreements, instruments and other documents relating to the offering, issuance or sale of any Securities, including, without limitation, any and all underwriting agreements, purchase agreements, Indentures (including any officer’s certificate(s) or supplemental indenture(s) relating thereto), (b) document(s) or instrument(s) evidencing any Guarantees (including any Indenture(s), and any officer’s certificate(s) or supplemental indenture(s) relating thereto), (c) subscription rights agreement(s) (incluidng each Subscription Rights Certificate contemplated thereby), (d) placement notice(s), (e) Warrant Agreement(s) (including each warrant certificate contemplated thereby), (f) Unit Agreement(s) (including each unit certificate contemplated thereby) and (g) Certificate(s) of Designation (as defined below) (collectively, the “Securities Documents”), have been or will be duly authorized, executed and delivered by each of the Opinion Parties and any other parties thereto, as applicable; (iii) each of the Securities Documents, the form of which has been or will be filed as an exhibit to the Registration Statement, has been or will be executed in substantially the form of such exhibit; (iv) the obligations of each party set forth in the Securities Documents are or will be its valid and binding obligations, enforceable in accordance with their respective terms; (v) no Securities have been or will be offered, issued or sold in violation or breach of, nor will any such offering, issuance or sale result in violation of or a default under, the Governing Documents, any agreement or instrument that is binding upon any of the Opinion Parties, or any order, requirement or restriction issued or imposed by any governmental or regulatory agency, authority or body; (vi) (a) each Opinion Party has taken or will take all corporate or limited liability company, as applicable, action required in connection with the authorization, offering, issuance and sale of any Securities (including, without limitation, any Securities or other securities of the Opinion Parties underlying, or issued or sold pursuant to or upon conversion, exchange or exercise of, any Securities, or any other agreement or arrangement), (b) all Securities have been or will be offered, issued and sold in compliance with all applicable laws, rules and regulations, the Governing Documents and the relevant Securities Documents in effect at all relevant times, and (c) any and all certificates evidencing Shares, Subscription Rights, Warrants or Units are or will be properly signed, registered and delivered, as necessary, in accordance with all applicable laws, rules and regulations, the Governing Documents and the relevant Securities Documents (collectively, “Corporate Proceedings”); (vii) the voting rights, designations, preferences, limitations, restrictions, privileges and relative rights of each series of Preferred Stock (including the Preferred Shares) have been or will be fixed and set forth in a certificate of designation relating to such series, prepared in the form prescribed by applicable law, duly signed by an officer of the Company and properly filed with the Nevada Secretary of State (each, a “Certificate of Designation”), and at no time will the total number of shares of Preferred Stock designated pursuant to all then-effective Certificates of Designation exceed the total number of shares of Preferred Stock then authorized under the Company’s articles of incorporation; (viii) after any issuance of Preferred Shares, the total number of issued and outstanding shares of each series thereof, together with the total number of shares of such series then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement (including pursuant to the terms of any Securities) or otherwise, will not exceed the total number of shares of such series then designated under the Certificate of Designation for such series; (ix) after any issuance of Common Shares, the total number of issued and outstanding shares of Class A Common Stock, together with the total number of shares of Class A Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement (including pursuant to the terms of any Securities), or otherwise, will not exceed the total number of shares of Class A Common Stock then authorized under the Company’s articles of incorporation; (x) the statements of fact and representations and warranties set forth in the documents we have reviewed are, or at all relevant times will be, true and correct as to factual matters; (xi) each natural person executing a document has or will have sufficient legal capacity to do so; (xii) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine, and any document submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; and (xiii) all corporate and limited liability company, as applicable, records made available to us by the Opinion Parties, and all public records we have reviewed, are accurate and complete.

EchoStar Corporation

November 5, 2024

Page 3

We are qualified to practice law in the States of Nevada and Colorado. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada and the general corporate and limited liability company laws of the State of Colorado, each as in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or to the effect thereon of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, any state securities or “Blue Sky” laws, rules or regulations, any federal or state bankruptcy or insolvency laws or other laws, rules or regulations relating to fraudulent transfers, or any federal or state laws, rules, or regulations relating to broadcast communications, including any rules or regulations promulgated by the Federal Communications Commission or any similar or equivalent state regulatory agency.

Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

1. If and when all Corporate Proceedings have been taken and completed in respect of any offering, issuance or sale of Shares, and to the extent such Shares have been issued in accordance with all applicable terms and conditions set forth in the relevant Securities Documents and any relevant Certificates of Designation, including the proper conversion, exchange or exercise of any Securities, and payment in full of all consideration required therefor as authorized by such Corporate Proceedings and prescribed by such Securities Documents, Certificates of Designation and other Securities, as applicable, such Shares will be duly authorized, validly issued, fully paid and nonassessable.

2. If and when all Corporate Proceedings have been taken and completed in respect of any offering, issuance or sale of Debt Securities, Guarantees, Subscription Rights, Warrants or Units, such Securities will be duly authorized.

The opinions expressed herein are based upon the applicable laws of the States of Nevada and Colorado and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm therein under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

Exhibit 5.4

5 November 2024

DBSD Services Limited
5 Aldermanbury Square
13th Floor
London
EC2V 7HR

(together, “you” or “your”)

DBSD Services Limited (the “Company”)

We have acted as English legal advisers to the Company in connection with the registration statement on Post-Effective Amendment No. 1 to Form S-3 dated 4 November 2024 (the “Registration Statement”) to which this opinion has been filed as an exhibit. The Registration Statement amends the registration statement on Form S-3 filed by EchoStar Corporation (the “Issuer”) on 4 January 2024 which relates to the registration (the “Registration”) under the US Securities Act of 1933, as amended (the “Securities Act”) of securities that may be issued by the Issuer from time to time, including debt securities that may be issued by the Issuer (the “Debt Securities”). The Issuer may issue the Debt Securities from time to time in one or more series pursuant an indenture to be entered into between the Issuer and a trustee to be named therein and to be governed by the laws of the State of New York (as amended, supplemented or otherwise modified, the “Indenture”). The Debt Securities, if issued by the Issuer, may be fully and unconditionally guaranteed on a joint and several basis by the guarantors named in the Registration Statement, including the Company (the “Guarantees”).

This opinion is limited to English law. We do not undertake to advise you of any changes in our opinions expressed in this letter resulting from matters that may arise after the date of this letter or that hereafter may be brought to our attention. This opinion is given on the basis that it will be governed by, and construed in accordance with, English law and that any dispute arising out of, or in connection with, it shall be subject to the exclusive jurisdiction of the English courts.

For the purposes of this opinion, we have examined each of the documents listed in Appendix 1.

(a)

On 1 November 2024 we carried out a search of the Companies House online database and on 1 November 2024 we carried out a search of the filing history page of the Companies House online database in respect of DBSD Services Limited (the “Company Searches”). The Company Searches did not reveal:

(i)

any current order or resolution for the winding-up of the Company;

(ii)

any current order for the administration of the Company;

(iii)

any current notice of appointment in respect of the Company of a liquidator, receiver, administrative receiver or administrator; or

(iv)

any current order for a moratorium in respect of the Company.

(b)

On 1 November 2024 at 11:33 a.m. London time an information services provider on our behalf made an enquiry of the Central Registry of Winding-up Petitions of the High Court (the “Winding-up Enquiry”) which indicated that no petition for the winding-up of the Company has been presented.

5 November 2024

On the assumptions set out in Appendix 2 and subject to the qualifications set out in Appendix 3, we are of the opinion that:

the Company is incorporated in England and Wales and registered in England and Wales as a private limited company.

the Company, when the applicable Indenture has been duly authorized and executed by all necessary action of the Issuer, the Company and the trustee, will have the requisite corporate capacity and power to enter into the Indenture to which it is a party and to perform its obligations related to the Guarantees thereunder.

the execution by the Company of the Indenture to which it is a party, when the applicable Indenture has been duly authorized and executed by all necessary action of the Issuer, the Company and the trustee, will be duly authorised by all necessary corporate actions on the part of the Company and the execution and performance of its obligations under the Guarantees by the Company will not conflict with or result in any breach or violation by the Company of any term of its articles of association or of any law in force in England applicable to companies generally.

This letter is given solely in connection with the Registration Statement. We consent to the filing of this opinion letter as Exhibit 5.4 to the Registration Statement. We do not, by giving this consent or otherwise, concede that we are within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations promulgated under the Securities Act, or that we are “experts” in relation to any matters relating to the Debt Securities, the Guarantees or the Registration Statement, other than those matters governed by the laws of England and Wales.

Yours faithfully,

/s/ White & Case LLP

Appendix 1

List of Documents Examined

The Registration Statement.

A copy of the written resolutions of the sole director of DBSD Services Limited at which a resolution was passed (the “DBSD Board Resolutions”).

A copy of the written resolutions of the shareholders of DBSD Services Limited at which a resolution was passed (the “DBSD Shareholder Resolutions”).

A copy of the certificate of an authorised signatory of DBSD Services Limited related to the DBSD Board Resolutions, the DBSD Shareholder Resolutions and the constitutional documents of DBSD Services Limited.

Appendix 2

Assumptions

All signatures (including electronic signatures), stamps and seals are genuine, all documents submitted to us as originals are authentic and complete, all documents or extracts of documents submitted to us as copies or received by facsimile transmission or in portable document format (PDF) conform to the paper form originals and the person who has delivered or transmitted documents or extracts of documents to us was authorised to do so by the parties thereto and the person, if other than the person whose signature it purports to be, who affixed any electronic signature to the applicable Indenture on behalf of another person, had the authority of the latter person to do so.

Any document examined by us in an unexecuted form will be or has been executed in the same form and that no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the documents since they were examined by us.

Save that this assumption does not apply to the Company, each of the parties to the applicable Indenture has the capacity and authority to execute, deliver, and perform the same and has validly authorised, duly executed and delivered the applicable Indenture according to all applicable laws.

The applicable Indenture will have been duly executed on behalf of the Company by the person authorised by the DBSD Board Resolutions passed at the relevant meeting referred to above.

The DBSD Board Resolutions and the DBSD Shareholder Resolutions as specified in Appendix 1 are a true record of the matters described therein. The DBSD Board Resolutions and the DBSD Shareholder Resolutions were duly adopted, has not been amended or rescinded and is in full force and effect.

In resolving to enter into the applicable Indenture, the sole director of the Company acted in good faith to promote the success of the Company for the benefit of its members and in accordance with any other duty, breach of which could give rise to the applicable Indenture and the related transactions being avoided.

The information revealed by the Company Searches was accurate in all respects and has not, since the time of such search, been altered.

The information provided by the information services provider in respect of the Winding-up Enquiry was accurate in all respects and has not, since the time of such enquiry, been altered.

The Company was not unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 at the time it entered into, or will enter into, any of the applicable Indentures and the Company will not as a result of entering into the applicable Indenture or the transactions contemplated thereby be unable to pay its debts within the meaning of that section.

10.

The Company is not, and at the time of the entry into any Indenture will not be, in any form of insolvency or analogous process in any jurisdiction including, without limitation, the passing of a resolution for its voluntary winding up, the presentation of a petition, an application or order being made by a court for its winding up, dissolution or administration or the commencement of a moratorium and no receiver, trustee, administrator (whether out of court or otherwise), monitor or similar officer has been appointed in relation to the Company or any of its assets.

11.

Any requirement or provision of law of any jurisdiction (other than England) which might affect the legality or binding effect of the applicable Indenture or the enforceability thereof in any jurisdiction has been complied with.

12.

Where there are any arrangements involving any of the parties to the applicable Indenture none of them modify or supersede any of the respective terms of the applicable Indenture or affect the conclusions in this opinion.

13.

We assume that the entry into the applicable Indenture by the Company, the assumption of its obligations thereunder and the consummation by the Company of the transactions contemplated therein does not constitute the giving of financial assistance in contravention of Section 678 or Section 679 of the Companies Act.

14.

In so far as this opinion relates to the obligations of and guarantees and security given by the Company under the applicable Indenture, such obligations, guarantees and security have been entered into or given in good faith and for the purposes of carrying on the Company’s business and that there are reasonable grounds for believing that the giving of such guarantee and security will promote its success for the benefit of the members as a whole.

15.

No law of any jurisdiction other than England or the interpretation of any provisions of the applicable Indenture under any law of any jurisdiction other than England would render the execution and delivery of the applicable Indenture by any party thereto, the performance of any obligations thereunder or the consummation of the transactions contemplated thereby, illegal or ineffective, or unenforceable or otherwise affect the conclusions of this opinion.

16.

The applicable Indenture constitute the entire agreement between the parties thereto and there are no other arrangements involving any of the parties to the applicable Indenture which modify or supersede any of their respective terms or which would affect the conclusions in this opinion.

Appendix 3

Qualifications

The term “enforceable”, as used in this opinion, means that obligations assumed by the Company under the applicable Indenture to which it is a party are of a type which English courts and/or arbitral tribunals applying English law enforce and not that those obligations will necessarily be enforced, whether in court or arbitral proceedings in England or elsewhere, in accordance with their terms.

The manner and extent to which the applicable Indenture are enforceable may be affected:

(a)

by laws relating to bankruptcy, insolvency, liquidation, administration, receivership, reorganisation, reconstruction (including, in relation to non-UK financial institutions, the Bank Recovery and Resolution Directive (Directive 2014/59/EU) as implemented in the relevant Member State), voidable transactions, moratoria or similar laws generally relating to or otherwise affecting creditors’ rights generally;

(b)

by the way in which the English courts and/or any arbitral tribunal applying English law exercise their inherent discretions;

(c)

by principles of English law limiting the enforcement or validity of certain terms;

(d)

by the implication of contractual terms by the English courts or by any arbitral tribunal applying English law;

(e)

by provisions of English law applicable to the vitiation, modification or discharge of contracts;

(f)

where the rights and obligations of the respective parties thereunder may be held to have been suspended, impaired or waived by representation, conduct or delay;

(g)

where, in the case of any guarantee or surety obligation, equitable defences may relieve a person of such obligations;

(h)

by a finding by the English courts or any arbitral tribunal applying English law that a provision of any of the applicable Indenture constitutes a penalty; and

(i)

by the interpretation or application of English law by an arbitral tribunal seated in England which is not bound by conflicts of laws as applied by an English court and therefore may differ to the manner in which an English court applies English conflicts of laws rules.

Where there is a valid jurisdiction clause in favour of the English courts, the exercise of jurisdiction by the English courts is subject to the following:

(a)

an English court will generally only exercise jurisdiction to hear a case and give judgment against a defendant if the defendant has been served with the court proceedings or the court has dispensed with service and consequently where the defendant or its agent cannot be served and service has not been dispensed with, the English courts may not exercise jurisdiction;

(b)

an English court may refuse to assume or exercise jurisdiction when it concludes that it is required to do so by the Civil Jurisdiction and Judgments (Amendment) (EU Exit) Regulations 2019 or the Civil Jurisdiction and Judgments (Hague Convention on Choice of Court Agreements 2005) (EU Exit) Regulations 2018; and

(c)

an English court may stay proceedings on case management grounds if concurrent proceedings are being brought elsewhere.

Claims under the applicable Indenture may become subject to a defence of set-off or satisfaction of a counterclaim or time barred under applicable limitation legislation.

Any disposition of a company’s property (which may include the grant of security) made after the presentation of a winding up petition against such company will be void unless a court orders otherwise.

We do not express any opinion as to the validity or efficacy of any provisions of the applicable Indenture which may circumvent fundamental insolvency law principles including, without limitation, those of mandatory set off and pari passu distribution to creditors, pursuant to the principles of public policy relating to insolvency law. In particular, the effectiveness of contractual subordination arrangements under English law is not definitively established either in legislation or in case law.

We express no opinion on any provision of an applicable Indenture governed by, or interpreted or construed in accordance with, any law other than English law.

We express no opinion on the legal validity and the enforceability of the applicable Indenture.

The conclusions expressed in this opinion may be affected by the laws relating to recovery and resolution including the Bank Recovery and Resolution Directive (Directive 2014/59/EU, as amended), and (with respect to UK financial institutions only) the Banking Act 2009 and Part 12A of FSMA, the Financial Services Act 2012, those made under the European Union (Withdrawal) Act 2018 and any secondary legislation, instruments, rules and orders made or which may be made under, or to give effect to, any of them.

10.

We express no opinion as to the effect of any calculations (whether expressed in figures or words), formulae (whether expressed in figures or words), quantifications, diagrams, tables, technical specifications contained in the applicable Indenture, including whether or not any of the foregoing achieve the intended or desired legal and/or commercial effect of the parties to the applicable Indenture.

11.

Any provisions in the applicable Indenture which amount to agreements to agree may not be enforceable, and we express no opinion on their enforceability.

12.

The Company Searches are not capable of revealing conclusively whether or not:

a winding-up order has been made or a resolution passed for the winding-up of a company; or

an administration order has been made;

a moratorium has commenced; or

a receiver, administrative receiver, administrator, liquidator or monitor has been appointed,

since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.

In addition, the Company Searches are not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented or an application for a moratorium (or an extension to an existing moratorium) has been filed.

13.

The Winding-up Enquiry relates only to a compulsory winding-up and is not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding-up has been presented, since details of the petition may not have been entered on the records of the Central Registry of Winding-up Petitions immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period of approximately four years prior to the date when the enquiry was made.

14.

The term “performance” as used in this opinion means that obligations assumed by the Company under the applicable Indenture are of a type which may be legally performed. We do not express any opinion as to the manner in which any of the obligations in the applicable Indenture are actually performed by the Company.

15.

We express no opinion as to the provisions of the applicable Indenture to the extent it purports to declare or impose a trust in respect of any payments or assets received by any person.

16.

Any guarantee or security given by a subsidiary may be unenforceable if giving that guarantee or security amounts to an unlawful distribution to its shareholders or a reduction in its capital. There are no decided cases on the point but, in our opinion if the directors of a company reasonably decide that no provision should be made in the financial statements of a company for their contingent liability under that guarantee or security, the giving of that guarantee or security should not amount to an unlawful distribution or reduction in capital.

17.

Any United Nations, United States, European Union or UK sanctions or other similar measures that may be applicable, directly or indirectly, to any party to the applicable Indenture, may result in the obligations of other parties to the applicable Indenture being unenforceable or void or otherwise affected.

18.

We express no opinion in respect of the tax treatment of, or transactions contemplated by, the applicable Indenture or on any issues related to taxation.

19.

We express no opinion as to the accuracy or truth of any representations and warranties made by any party to the applicable Indenture.

20.

The effectiveness of provisions exculpating or limiting a party from liabilities or duties otherwise owed by such party or limiting the remedies available to a party is limited by law and may not be upheld by the English courts.

21.

An agreement or a provision in the applicable Indenture that is deemed to lack sufficient certainty (either because such provision is too vague or because it is incomplete) may be void for uncertainty or otherwise unenforceable.

22.

Any national or international economic sanctions or other similar measures that may be applicable, directly or indirectly, to any party to the applicable Indenture, may result in the obligations of that party or parties to the applicable Indenture being unenforceable or void or otherwise affected and/or such parties being subject to civil and/or criminal penalties.

23.

Notwithstanding the generality of the assumptions and qualifications in this opinion, each assumption and qualification shall be assumed and/or deemed applicable on each of the date hereof and on the date of any applicable Indenture with respect to each opinion provided hereunder.

Exhibit 23.1

	KPMG LLP
	Suite 800
	1225 17th Street
	Denver, CO 80202-5598

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 29, 2024, with respect to the consolidated financial statements of EchoStar Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.

Denver, Colorado
November 4, 2024

KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation
if not a U.S. national bank)

95-3571558
(I.R.S. employer
identification no.)

333 South Hope Street
Suite 2525

Los Angeles, California

(Address of principal executive offices)

90071
(Zip code)

ECHOSTAR CORPORATION

(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

26-1232727
(I.R.S. employer
identification no.)

9601 South Meridian Boulevard
Englewood, Colorado
(Address of principal executive offices)

80112
(Zip code)

Northstar Wireless, LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of

incorporation or organization)

47-1752452
(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado
(Address of principal executive offices)

80112

(Zip code)

SNR Wireless HoldCo, LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of

incorporation or organization)

47-1718512
(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

DBSD Corporation
(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation or organization)

35-2556718

(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

Gamma Acquisition L.L.C.
(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation or organization)

45-2507625

(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

Northstar Spectrum, LLC
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

47-1742770

(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

SNR Wireless LicenseCo, LLC
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

47-1719104

(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

DBSD Services Limited
(Exact name of registrant as specified in its charter)

United Kingdom

(State or other jurisdiction of

incorporation or organization)

98-0230168

(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

Gamma Acquisition HoldCo, L.L.C.
(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation or organization)

33-1357351

(I.R.S. employer

identification no.)

9601 South Meridian Boulevard

Englewood, Colorado

(Address of principal executive offices)

80112

(Zip code)

10.75% Senior Spectrum Secured New Notes due 2029
(Title of the indenture securities)

1.            General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

	Name	Address
	Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
	Federal Reserve Bank	San Francisco, CA 94105
	Federal Deposit Insurance Corporation	Washington, DC 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-152875).

- 2 -

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State Illinois, on the 31st day of October, 2024.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

	By:	/s/ Ann Dolezal
		Name: Ann M. Dolezal
		Title: Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

At the close of business June 30, 2024, published in accordance with Federal regulatory authority instructions.

	Dollar amounts
	in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		5,196
Interest-bearing balances		320,481
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		519
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		11,540
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		103,122

Total assets	$	1,297,171

LIABILITIES

Deposits:
In domestic offices			1,073
Noninterest-bearing			1,073
Interest-bearing			0

Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			259,868
Total liabilities			260,941
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			106,831
Not available
Retained earnings			928,399
Accumulated other comprehensive income			0
Other equity capital components			0
Not available
Total bank equity capital			1,036,230
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,036,230
Total liabilities and equity capital			1,297,171

I, Shana Quinn, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Shana Quinn     )           CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President	)
Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Senior Director	)

Calculation of Filing Fee Tables
S-3
EchoStar CORP

Table 1: Newly Registered and Carry Forward Securities

		Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to be Paid	1	Other	Guarantees of Subsidiary Guarantors	457(r)		0.0001531
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
			Total Offering Amounts:		$ 0.00		$ 0.00
			Total Fees Previously Paid:				$ 0.00
			Total Fee Offsets:				$ 0.00
			Net Fee Due:				$ 0.00

Offering Note

¹	(1) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise conversion or exchange of other securities. (2) An indeterminate amount of securities to be offered from time to time at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). (3) An indeterminate aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

Submission	Nov. 04, 2024
Submission [Line Items]
Central Index Key	0001415404
Registrant Name	EchoStar CORP
Registration File Number	333-276368
Form Type	S-3
Submission Type	POSASR
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Nov. 04, 2024
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Other
Security Class Title	Guarantees of Subsidiary Guarantors
Fee Rate	0.01531%
Offering Note	(1) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise conversion or exchange of other securities. (2) An indeterminate amount of securities to be offered from time to time at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). (3) An indeterminate aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

Fees Summary	Nov. 04, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 0.00
Previously Paid Amount	0.00
Total Fee Amount	0.00
Total Offset Amount	0.00
Net Fee	$ 0.00

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