S-3

AST SpaceMobile registered $500 million in securities for potential future offerings on October 31, 2022, to support development of its satellite-based cellular broadband network. The company had successfully launched its BlueWalker 3 test satellite in September 2022 after incurring approximately $92 million in capitalized costs, and planned to launch five commercial BlueBird satellites in late 2023 to initiate limited revenue-generating service in select countries. Founder Abel Avellan maintained effective control of the company through Class C Common Stock holdings representing approximately 88.3% of voting power, with this control set to expire upon the earlier of his retirement, death, or if his stake falls below 20% of post-merger ownership levels.