CORRESP

AST SpaceMobile responded to SEC staff comments on its June 2024 Form S-3 registration statement regarding disclosure of the March 4, 2024 Antares Reorganization, clarifying that the transaction was structured under Section 11.8 of its operating agreement and involved a merger between company subsidiaries and Invesat LLC, Antares Technologies LLC, and Hackney Capital Ventures LTD. The company stated that Class A common stock issued to Antares in the transaction relied on the Section 4(a)(2) exemption from registration as a non-public offering, and referenced previously filed merger documentation in a Schedule 13D/A filing. The company also asserted the merger agreement was immaterial and thus not required to be separately filed as an exhibit to the registration statement.