424B5

AST SpaceMobile is raising $502.9 million by selling 9.45 million shares of Class A Common Stock at $53.22 per share in a registered direct offering. The company plans to use approximately $502.4 million in net proceeds to repurchase $225 million in principal amount of its outstanding 2032 Convertible Notes, reducing future conversion dilution while freeing capital for satellite operations. AST is developing a constellation of high-powered LEO satellites to provide direct-to-smartphone cellular broadband coverage globally, with five Block 1 satellites already in orbit conducting tests with AT&T, Verizon, Vodafone and Rakuten, while planning to launch over 60 next-generation Block 2 satellites during 2025-2026 to achieve continuous commercial service in key markets, supported by a $550 million institutional financing commitment tied to a pending spectrum access deal with Ligado Networks.