AST SpaceMobile Inc-A美股招股说明书(2025-11-14版)

AST SPACEMOBILE, INC. 381,990SharesClass A Common Stock We are issuing 381,990 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), in aregistered direct offering to Ligado Networks LLC (“Ligado LLC,” and together with certain of its direct and indirect subsidiaries,“Ligado”) and One Dot Six LLC, a Delaware limited liability company (“One Dot Six”) pursuant to this prospectus supplement andthe accompanying prospectus. The shares are being issued pursuant to certain definitive agreements we have entered into with Ligadoand One Dot Six which are discussed further herein. Our Class A Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” On November13, 2025, the last reported sale price on Nasdaq of our Class A Common Stock was $61.44 per share. 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-5 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”), our Form 10-Q for the quarterly period ended June 30, 2025 (the “Q22025 10-Q”) and our Form 10-Q for the quarterly period ended September 30, 2025 (the “Q3 2025 10-Q”) and other reportsincorporated by reference into this prospectus supplement and the accompanying prospectus, for a discussion of the factorsyou should carefully consider before deciding to invest in our Class 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. The shares of Class A Common Stock are being offered directly to Ligado and One Dot Six without a placement agent orunderwriter. We will not receive any cash proceeds from this placement. Ligado will reimburse us for certain out-of-pocket expensesin connection with this placement. We expect to deliver the shares of our Class A Common Stock to Ligado and One Dot Six on orabout November 17, 2025. The date of this prospectus supplement is November 14, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-8DIVIDEND POLICYS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCES-12ProspectusPageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2RISK FACTORS3OUR COMPANY4USE OF PROCEEDS7DESCRIPTION OF SECURITIES8PLAN OF DISTRIBUTION25LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE28 Table of Contents TRADEMARKS This document contains references to trademarks and service marks belonging to us or to other entities. Solely for convenience,trademarks and trade names referred to in this prospectus supplement and the accompanying prospectus may appear without the ® orTMsymbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to thefullest extent under applicable law, rights to these trademarks and trade names. We do not intend our use or display of othercompanies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any othercompanies. CERTAIN DEFINED TERMS Unless the context otherwise requires, references in this prospectus supplement to: ●“A&R Operating Agreement” refers to that certain Fifth Amended and Restated Limited Liability Company OperatingAgreement of AST LLC.●“AST LLC” refers to AST & Science, LLC, a Delaware limited liability corporation.●“AST LLC Common Unit” means a unit of ownership interest in AST LLC, which entitles the holder thereof to thedistributions, allocations and other rights under the A&R Operating Agreement.●“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.●“Class B Common Stock” means the shares of class B common stock, par value $0.0001 per share, of the Company.●“Class C Common Stock” means the shares of class C common stock, par value $0.0001 per share, of the Company.●“Common Stock” refers collectively to Class A Common Stock, Class B Common Stock and