AST SpaceMobile Inc-A美股招股说明书(2026-02-11版)

SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated September 5, 2024) AST SPACEMOBILE, INC. SharesClass A Common Stock We are offeringshares 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 $per share. Our Class A Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” On February10, 2026, the last reported sale price on Nasdaq of our Class A Common Stock was $96.27 per share. Concurrently with this placement, we intend to offer, subject to market and other conditions, convertible senior notes due 2036,which we refer to as the New Convertible Notes (the “Concurrent Offering”), in an aggregate principal amount of $1,000,000,000. Wealso intend to grant the initial purchasers in the Concurrent Offering an option to purchase, for settlement, from, and including, thedate on which the New Convertible Notes are first issued to, and including, February 20, 2026, up to an additional $150,000,000aggregate principal amount of New Convertible Notes. The Concurrent Offering will be made pursuant to a confidential offeringmemorandum (and not pursuant to this prospectus supplement or the accompanying prospectus) only to persons reasonably believed tobe qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) intransactions that are exempt from the registration and prospectus-delivery requirements of the Securities Act. Concurrently with this placement, we also intend to offer, subject to market and other conditions, shares of our Class A commonstock in a separate, registered direct offering (the “Additional Registered Direct Offering”). We intend to use the net proceeds from theAdditional Registered Direct Offering, together with cash on hand, to repurchase up to $250,000,000 principal amount of ouroutstanding 2.375% convertible senior notes due 2032 (the “2.375% Convertible Notes”) in separate, privately negotiated transactionswith a limited number of holders of our 2.375% Convertible Notes (the “2.375% Convertible Notes Repurchase”) for cash. The termsof the 2.375% Convertible Notes Repurchase will depend on a variety of factors, including the market price of our Class A commonstock and the trading price of the 2.375% Convertible Notes at the time of the 2.375% Convertible Notes Repurchase, and the 2.375%Convertible Notes Repurchase will be subject to closing conditions that may not be satisfied. The completion of this placement is not contingent on the completion of the Concurrent Offering, the Additional Registered DirectOffering or the 2.375% Convertible Notes Repurchase and none of the completion of the Concurrent Offering, the AdditionalRegistered Direct Offering or the 2.375% Convertible Notes Repurchase is contingent on the completion of this placement. Thisprospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of an offer to buy, any ofthe New Convertible Notes, the shares of Class A Common Stock, if any, issuable upon conversion of the New Convertible Notes orthe shares of Class A Common Stock in the Additional Registered Direct Offering. 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”), in our Form 10-Q for the quarterly period ended June 30, 2025 (the “Q22025 10-Q”) and in 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. 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 her