AST SpaceMobile Inc-A美股招股说明书(2025-10-07版)

AST SPACEMOBILE, INC. Up to $800,000,000Class A Common Stock We have entered into an Equity Distribution Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Barclays CapitalInc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA)Inc., UBS Securities LLC, William Blair & Company, L.L.C. and Yorkville Securities, LLC (collectively, the “agents”) relating toshares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), offered by this prospectus supplement.In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A Common Stock having an aggregateoffering price of up to $800,000,000 from time to time through the agents acting as our sales agents pursuant to this prospectussupplement and the accompanying prospectus. Our shares of Class A Common Stock are listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” OnOctober 3, 2025, the last reported sale price on Nasdaq of our Class A Common Stock was $67.76 per share. Sales of our Class ACommon Stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the marketoffering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly onor through Nasdaq or any other existing trading market in the United States for our Class A Common Stock, sales made to or through amarket maker other than on an exchange or otherwise, directly to the agents as principals, in negotiated transactions (including blocktrades), at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other methodpermitted by law. If we and the agents agree on any method of distribution other than sales of shares of our Class A Common Stock onor through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectussupplement providing all information about such offering as required by Rule 424(b) under the Securities Act. No agent is required tosell any specific number or dollar amount of securities, but each agent has agreed to use its commercially reasonable efforts consistentwith its normal trading and sales practices, as our sales agent. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. Each of the agents will be entitled to compensation of up to 3.0% of the gross sales price for any shares of Class A Common Stocksold through it as a sales agent under the Sales Agreement, as further described in the “Plan of Distribution” section. In connectionwith the sale of the Class A Common Stock on our behalf, each agent may be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of the agents may be deemed to be underwriting commissions or discounts. We have also agreedto provide indemnification and contribution to the agents with respect to certain liabilities, including liabilities under the Securities Actor the Securities Exchange Act of 1934, as amended. 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-6 of this prospectus supplement, and undersimilar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplementand the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in ourClass A Common Stock. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of our Class A Common Stock, or determined if this prospectus supplement or the accompanyingprospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTSProspectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-4RISK FACTORSS-6USE OF PROCEEDSS-8DILUTIONS-9DIVIDEND POLICYS-10PLAN OF DISTRIBUTIONS-11MATERIAL UNITED STATES TAX CONSEQUENCES TO NON-U.S. HOLDERS OF CLASS A COMMON STOCKS-12LEGAL MATTERSS-15EXPERTSS-15WHERE YOU CAN FIND MORE INFORMATION: INCORPORATION BY REFERENCES-16 Prospectus You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. No one hasbeen authorized to provide you with information that is different from that contained in this prospectus supplement and theaccompanying prospectus. This prospectus supplement is dated as of the date set forth on the cover hereof. You should not assume thatthe information contained in this prospectus supplement is accurate as of any date other than that date. TRADEMARKS This document conta