424B5

AST SpaceMobile established an at-the-market equity distribution agreement in September 2022 with Evercore Group and B. Riley Securities to sell up to $150 million of Class A Common Stock, with $12.1 million already sold as of the filing date, leaving approximately $137.9 million available for future offerings. The company, which is building a satellite-based cellular broadband network designed to work with standard mobile phones, plans to use net proceeds of roughly $133.5 million for general corporate purposes to fund development of its BlueWalker 3 test satellite and BlueBird constellation satellites, satellite manufacturing, regulatory approvals, and other business expansion activities. Investors purchasing shares face immediate dilution of $2.68 per share at the assumed offering price of $8.83, with additional substantial dilution expected as the company will require significant future capital to execute its business plan before generating any revenue.