424B5

AST SpaceMobile issued 381,990 shares of Class A common stock in a registered direct offering to Ligado Networks and One Dot Six LLC as part of a spectrum usage rights transaction, with the shares reflecting payments for spectrum access fees totaling approximately $29.3 million through 2026. The company received no cash proceeds from the placement but will be reimbursed for out-of-pocket expenses, and the transaction relates to a broader deal where AST gained long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for satellite applications, contingent on regulatory approvals. As a satellite communications company building a direct-to-smartphone cellular broadband network using low-Earth orbit satellites, AST SpaceMobile continues to face significant capital requirements for manufacturing and launching its constellation of BlueBird satellites while working toward initial commercial service with major mobile network operators.