424B3

AST SpaceMobile completed a business combination with New Providence Acquisition Corp. in April 2021 to become a public company developing a satellite-based cellular broadband network designed to serve standard mobile phones globally, with preliminary agreements covering approximately 1.8 billion mobile subscribers and an estimated market opportunity exceeding $1.1 trillion. The company plans to deploy 168 high-powered LEO satellites to provide connectivity in underserved areas, with commercial satellite launches targeted to begin in 2023 and substantial global coverage expected by end of 2024, though the service has not yet generated revenue and deployment faces numerous uncertainties including regulatory approvals and launch availability. This prospectus registers 28.75 million shares of Class A common stock and 6.1 million warrants held by various stockholders for potential resale, plus up to 141.5 million additional shares issuable upon redemption of ownership units in the underlying operating company, with founder Abel Avellan controlling approximately 88.3% of voting power through super-voting Class C shares until certain triggering events occur.