AST SpaceMobile Inc-A美股招股说明书(2025-07-24版)

Our Class A Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” On July 23,2025, the last reported sale price on Nasdaq of our Class A Common Stock was $58.92 per share. which we refer to as the New Convertible Notes (the “Concurrent Offering”), in an aggregate principal amount of $500,000,000. Wealso intend to grant the initial purchasers in the Concurrent Offering an option to purchase, for settlement within a 13-day periodbeginning on, and including, the date on which the New Convertible Notes are first issued, up to an additional $75,000,000 aggregate (and not pursuant to this prospectus supplement or the accompanying prospectus) only to persons reasonably believed to be qualifiedinstitutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in transactions thatare exempt from the registration and prospectus-delivery requirements of the Securities Act. The completion of this placement is not completion of this placement. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or thesolicitation of an offer to buy, any of the New Convertible Notes, or the shares of Class A Common Stock, if any, issuable uponconversion of the New Convertible Notes.Investingin our Class A Common Stock involves significant risks.Please read the information contained in orincorporated by reference under the heading “Risk Factors” beginning on page S-12 of this prospectus supplement, and in ourAnnual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”) and in our Form 10-Q for the quarterlyperiod ended March 31, 2025 (the “Q1 10-Q 2025”) and other reports incorporated by reference into this prospectussupplement and the accompanying prospectus, for a discussion of the factors you should carefully consider before deciding to referred to as “T+”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agreeotherwise. Accordingly, purchasers who wish to trade shares prior to the business day preceding the settlement date will be required,by virtue of the fact that the shares initially will settle T+ , to specify an alternate settlement cycle at the time of any such trade toprevent a failed settlement. Purchasers of the shares who wish to trade the shares prior to the business day preceding the settlement Placement Agent and Financial AdvisorUBS Investment Bank ●“A&R Operating Agreement” refers to that certain Fifth Amended and Restated Limited Liability Company OperatingAgreement of AST LLC. ●“AST LLC Common Unit” means a unit of ownership interest in AST LLC, which entitles the holder thereof to the distributions, allocations and other rights under the A&R Operating Agreement. ●“AT&T” refers to AT&T Venture Investments, Inc., AT&T Services, Inc. and AT&T, Inc. ●“BB satellites” refers to our BlueBird satellites.●“Block 1 BB satellites” refers to our first generation of commercial BB satellites.●“Block 2 BB satellites” refers to our next generation of commercial BB satellites.●“Board of Directors” refers to our board of directors.●“Cellular Broadband” refers to cellular communications at 4G LTE/5G speeds.●“Class A Common Stock” means the shares of class A common stock, par value $0.0001 per share, of the Company. ●“Private Placement Warrants” refers to the warrants sold by the Company in connection with its initial public offeringwhich were issued pursuant to the Warrant Agreement.●“Rakuten Inc.” refers to Rakuten Mobile, Inc., a Japanese corporation.●“Redemption Election Committee” refers to the Redemption Election Committee of our Board of Directors that isresponsible for determining whether, in connection with the redemption of AST LLC’s Common Units by a holderthereof, we, in our capacity as managing member of AST LLC, should elect to redeem such Common Units for cash orshares of Class A Common Stock.●“SpaceMobile Service” refers to the mobile broadband network that is expected to provide connectivity to standard,unmodified, off-the-shelf mobile phones or 2G/4G LTE/5G devices from the Company’s satellite network.●“Verizon” collectively refers to Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless,and its controlled and/or managed affiliates and Verizon Communications Inc.●“Vodafone” refers to Vodafone Ventures Limited, a private limited company incorporated under the laws of England andWales, and Vodafone Procurement Company S.à r.l.●“Warrant Agreement” refers to that certain Warrant Agreement, dated as of September 13, 2019, between ContinentalStock Transfer & Trust Company and the Company.●“2G” and “5G” each refer to generations of mobile technology.●“4G LTE” refers to fourth generation long-term evolution.Additionally, references in this prospectus supplement t