424B5

AST SpaceMobile is raising capital through a registered direct offering of Class A common stock alongside a concurrent private offering of $850 million in convertible senior notes due 2036, with an additional $150 million option, to fund satellite deployment and operations for its direct-to-cellular broadband service. The company has approximately $1.22 billion in cash as of September 30, 2025, total indebtedness of $724.4 million, and plans to use proceeds to repurchase up to $50 million of its 4.25% convertible notes while deploying its BlueBird satellite constellation to provide 4G/5G coverage to unmodified smartphones globally. AST SpaceMobile recently signed a definitive commercial agreement with Verizon to launch service in the continental United States starting in 2026 and secured long-term access to spectrum through the Ligado Networks bankruptcy transaction.