AST SpaceMobile Inc-A美股招股说明书(2025-11-13版)

This filing is being made pursuant to Rule 424(b)(5) and Rule 424(b)(8) under the Securities Act of 1933, as amended, solely to addthe Calculation of Filing Fee table with respect to the Prospectus Supplement dated October 21, 2025 filed by AST SpaceMobile, Inc.with the Securities and Exchange Commission (the “SEC”) relating to its offering of 2,048,849 shares of Class A common stock at aprice of $78.61 per share. The Calculation of Filing Fee table was inadvertently omitted from such prospectus supplement and isincluded as Exhibit 107 hereto. This filing does not amend, modify, or alter such prior filing in any other respect. No changes havebeen made to the prospectus supplement or the accompanying base prospectus. PROSPECTUS SUPPLEMENT(To Prospectus dated September 5, 2024) AST SPACEMOBILE, INC. 2,048,849SharesClass A Common Stock We are offering 2,048,849 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), in aregistered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectusat a price of $78.61 per share. Our Class A Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” On October 21,2025, the last reported sale price on Nasdaq of our Class A Common Stock was $78.61 per share. Concurrently with this placement, we are offering 2.00% convertible senior notes due 2036, which we refer to as the NewConvertible Notes (the “Concurrent Offering”), in an aggregate principal amount of $1,000,000,000. The size of the ConcurrentOffering was increased from the previously announced $850,000,000 principal amount of the New Convertible Notes. We also grantedthe initial purchasers in the Concurrent Offering an option to purchase, for settlement within a 13-day period beginning on, andincluding, the date on which the New Convertible Notes are first issued, up to an additional $150,000,000 aggregate principal amountof New Convertible Notes. The Concurrent Offering is being made pursuant to a confidential offering memorandum (and not pursuantto this prospectus supplement or the accompanying prospectus) only to persons reasonably believed to be qualified institutional buyers(as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in transactions that are exempt from theregistration and prospectus-delivery requirements of the Securities Act. The completion of this placement is not contingent on thecompletion of the Concurrent Offering and the completion of the Concurrent Offering is not contingent on the completion of thisplacement. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of anoffer to buy, any of the New Convertible Notes, or the shares of Class A Common Stock, if any, issuable upon conversion of the NewConvertible 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-7 of this prospectus supplement, and in ourAnnual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), in our Form 10-Q for the quarterlyperiod ended March 31, 2025 (the “Q1 2025 10-Q”) and in our Form 10-Q for the quarterly period ended June 30, 2025 (the“Q2 2025 10-Q”) and other reports incorporated by reference into this prospectus supplement and the accompanyingprospectus, for a discussion of the factors you should carefully consider before deciding to invest in our Class A CommonStock. 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. In this placement, UBS Securities LLC will act as our exclusive placement agent (in such capacity, the “placement agent”) and asfinancial advisor with respect to the shares of our Class A Common Stock offered by this prospectus supplement. The placement agentis not required to sell any minimum number or dollar amount of shares of our Class A Common Stock but will use its reasonableefforts to solicit offers for the purchases of the shares of the Class A Common Stock offered hereby. There is no assurance that anysuch shares of Class A Common Stock will be sold. We expect to deliver the shares of our Class A Common Stock to purchasers on or about October 29, 2025, which will be the fifthtrading day following the initial trade date for the shares of Class A Common Stock offered hereby (this settlement cycle beingreferred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in thesecondary market generally are required to settle in one business day, unless the parties to any