Filed
Pursuant to Rule 424(b)3
Registration
No. 333-280110
PROSPECTUS
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AST
SPACEMOBILE, INC.
10,445,200
SHARES OF CLASS A COMMON STOCK
This
prospectus relates to the resale from time to time of an aggregate of 10,445,200 shares of Class A Common Stock issued in connection
with the Antares Reorganization (as defined below) and in exchange for shares of the Company previously registered under the Securities
Act on Form S-3 (File No. 333-265512) filed by the Company on June 9, 2022, by the selling stockholder named in this prospectus (the
“Selling Stockholder”).
We
will not receive any proceeds from the resale of the shares of Class A Common Stock by the Selling Stockholder.
We
will bear all costs, expenses and fees in connection with the registration of the shares of Class A Common Stock. The Selling Stockholder
will bear all commissions and discounts, if any, attributable to their respective sales of its shares of Class A Common Stock.
Our
shares of Class A Common Stock are listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.”
On July 19, 2024, the closing sale price per share of our Class A Common Stock was $12.84.
Investing
in our securities involves certain risks. You should carefully read this prospectus and the applicable prospectus supplement, together
with the documents incorporated by reference, before you make your investment decision. See the “Risk Factors” section beginning
on page 3 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued
under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is July 22, 2024.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus or in any supplement we may file at a later date. No one has been authorized
to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set
forth on the cover hereof. You should not assume that the information contained in this prospectus or supplement, if any, is accurate
as of any date other than that date.
TRADEMARKS
This
document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade
names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate,
in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks
and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, any other companies.
CERTAIN
DEFINED TERMS
Unless
the context otherwise requires, references in this prospectus to:
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“A&R
Operating Agreement” refers to that certain Fifth Amended and Restated Limited Liability Company Operating Agreement of AST
LLC. |
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“American
Tower” refers to ATC TRS II LLC, a Delaware limited liability company. |
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“Antares”
refers to Antares Technologies LLC, a Delaware limited liability company. |
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“Antares
Reorganization” means that certain series of transactions occurring on March 4, 2024 (including a Blocker Merger Transaction
as defined in the A&R Operating Agreement) resulting in the acquisition by Antares of 10,445,200 shares of the Company’s
Class A Common Stock and the cancellation of 9,932,541 shares of the Class B Common Stock and 200,000 shares of Class A Common Stock
previously held by Invesat LLC. |
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“AST
Equityholders” refers to Avellan, Antares, Vodafone, American Tower and Rakuten USA. |
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“AST
LLC” refers to AST & Science, LLC, a Delaware limited liability corporation. |
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“AST
LLC Common Unit” means a unit of ownership interest in AST LLC, which entitles the holder thereof to the distributions, allocations
and other rights under the A&R Operating Agreement. |
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“Avellan”
refers to Abel Avellan. |
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“Board
of Directors” refers to our board of directors. |
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“Business
Combination” refers to the transactions contemplated by the Equity Purchase Agreement. |
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“Bylaws”
refers to our Amended and Restated Bylaws. |
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“Charter”
refers to our Second Amended and Restated Certificate of Incorporation. |
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“Class
A Common Stock” means the shares of class A common stock, par value $0.0001 per share, of the Company. |
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“Class
B Common Stock” means the shares of class B common stock, par value $0.0001 per share, of the Company. |
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“Class
C Common Stock” means the shares of class C common stock, par value $0.0001 per share, of the Company. |
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“Class
C Share Voting Amount,” as such term is defined in the Charter, which is a number of votes per share equal to (i) (x) 88.3%,
minus (y) the total voting power of the outstanding stock of SpaceMobile (other than Class C Common Stock) owned or controlled by
Avellan and his permitted transferees, divided by (ii) the number of shares of Class C Common Stock then outstanding. |
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“Closing”
refers to the completion of the Business Combination. |
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“Common
Stock” refers collectively to Class A Common Stock, Class B Common Stock and Class C Common Stock. |
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“Equity
Purchase Agreement” refers to that certain Equity Purchase Agreement, dated as of December 15, 2020, by and among AST &
Science, LLC, New Providence Acquisition Corp., New Providence Management LLC, the AST Existing Equityholder Representative and the
Existing Equityholders. |
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“Exchange
Act” refers to the Securities Exchange Act of 1934, as amended. |
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“Existing
Equityholder(s)” refers to the equityholders of AST LLC pursuant to the Prior AST Operating Agreement. |
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“LEO”
refers to Low Earth Orbit. |
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“MNOs”
refers to Mobile Network Operators. |
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“Prior
AST Operating Agreement” refers to that certain Fourth Amended and Restated Limited Liability Company Operating Agreement of
AST LLC. |
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“Public
Warrants” refers to the warrants sold by the Company as part of the units in its initial public offering. |
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“Rakuten
USA” refers to Rakuten Mobile USA Service Inc., a Delaware corporation. |
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“Samsung”
refers to Samsung Next Fund LLC, a Delaware venture capital investment fund. |
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“SpaceMobile
Service” refers to the mobile broadband network that is expected to provide connectivity to standard, unmodified, off-the-shelf
mobile phones or 2G/4G LTE/5G devices from the Company’s satellite network. |
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“Sponsor”
refers to New Providence Acquisition Management LLC, a Delaware limited liability company. |
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“Stockholder
Parties” refers collectively to the AST Equityholders. |
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“Stockholders’
Agreement” refers to that certain Amended and Restated Stockholders’ Agreement, dated as of June 5, 2024, by and among
the Company, the Stockholder Parties and AT&T Venture Investments, LLC. |
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“Sunset
Date” refers to the Sunset Date described in the Stockholders’ Agreement, which is the earliest to occur of (i) Avellan’s
retirement or resignation from the Board of Directors, (ii) the date on which Avellan and his permitted transferees beneficially
own less than 20% of the Class A Common Stock that Avellan beneficially owns as of immediately after the Closing and (iii) Avellan’s
death or permanent incapacitation. |
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“Vodafone”
refers to Vodafone Ventures Limited, a private limited company incorporated under the laws of England and Wales. |
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“2G,”
“3G” and “5G” each refer to generations of mobile technology. |
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“4G
LTE” refers to fourth generation long-term evolution. |
Additionally,
references in this prospectus to “SpaceMobile,” the “Company,” the “registrant,” “we,”
“us” and “our” in this prospectus refer to AST SpaceMobile, Inc. (formerly known as New Providence Acquisition
Corp.), and references to our “management” or our “management team” refer to our officers and directors.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we are filing with the SEC in connection with the Antares Reorganization, in connection
with which we issued shares of Class A Common Stock to Antares. As part of the Antares Reorganization, shares of Class A Common Stock
previously owned by Invesat LLC, as well as securities that were exercisable or convertible into shares of Class A Common Stock owned
by Invesat LLC, were cancelled or retained by us in exchange for the Class A Common Stock registered hereunder. The resale by Invesat
LLC of such shares of Class A Common Stock was previously registered on Form S-3 (File No. 333-265512) filed by the Company on June 9,
2022.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC using the “shelf” registration process.
Under this shelf registration process, the Selling Stockholder may, from time to time, sell the securities offered by them described
in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the securities offered by them described
in this prospectus.
Neither
we nor the Selling Stockholder have authorized anyone to provide you with any information or to make any representations other than those
contained in this prospectus or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you.
Neither we nor the Selling Stockholder take responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. Neither we nor the Selling Stockholder will make an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
We
may also provide a prospectus supplement or, if appropriate, a post-effective amendment, to the registration statement to add information
to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus
supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in
the sections of this prospectus entitled “Where You Can Find More Information; Incorporation by Reference.”
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking
statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek,” “plan,” “predict,” “potential”
and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements
about:
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our
strategies and future financial performance, including our business plans or objectives, products and services, pricing, marketing
plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash and capital expenditures; |
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expected
functionality of the SpaceMobile Service; |
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the
timing of the assembly, integration and testing as well as regulatory approvals for the launch of our Block 1 BB satellites; |
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anticipated
timing and level of deployment of satellites and anticipated developments in technology included in our satellites; |
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anticipated
demand and acceptance of mobile satellite services; |
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anticipated
costs necessary to execute our business plan, many of which are preliminary estimates subject to change based upon a variety of factors,
including but not limited to our success in deploying and testing our constellation of satellites; |
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anticipated
timing of our needs for capital or expected incurrence of future costs; |
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prospective
performance and commercial opportunities and competitors; |
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our
ability to continue to raise funds to finance our operating expenses, working capital and capital expenditures; |
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commercial
partnership acquisition and retention; |
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the
negotiation of definitive agreements with MNOs and governmental entities relating to the SpaceMobile Service that would supersede
preliminary agreements and memoranda of understanding; |
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our
success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
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our
expansion plans and opportunities, including the size of our addressable market; |
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our
ability to comply with domestic and foreign regulatory regimes and the timing of obtaining regulatory approvals; |
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changes
in applicable laws or regulations; |
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our
ability to invest in growth initiatives and enter into new geographic markets; |
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the
possibility we may be adversely affected by other economic, business, and/or competitive factors; |
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the
outcome of any legal proceedings that may be instituted against us; |
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our
ability to deal appropriately with conflicts of interest in the ordinary course of our business; and |
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other
factors detailed under the section entitled “Risk Factors.” |
These
forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied
upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
As
a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from
those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
RISK
FACTORS
Investing
in our securities involves risks. You should carefully review the risk factors contained under the heading “Risk Factors”
in our most recent Annual Report on Form 10-K and any risk factors that we may describe in our Quarterly Reports on Form 10-Q, or Current
Reports on Form 8-K filed subsequently, which documents are incorporated by reference in this prospectus, the information contained under
the heading “Cautionary Note Regarding Forward-Looking Statements” in this prospectus or under any similar heading in any
applicable prospectus supplement or in any document incorporated herein or therein by reference, any specific risk factors discussed
under the caption “Risk Factors” in any applicable prospectus supplement or in any document incorporated therein by reference
and the other information contained in, or incorporated by reference in, this prospectus or any applicable prospectus supplement before
making an investment decision. The risks and uncertainties described in our SEC filings are not the only ones facing us. Additional risks
and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any such risks and
uncertainties actually occur, our business, financial condition, results of operations, cash flows and prospects could be materially
and adversely affected, the market price of our Common Stock could decline, and you could lose all or part of your investment. See “Where
You Can Find More Information; Incorporation by Reference” and “Cautionary Note Regarding Forward-Looking Statements.”
OUR
COMPANY
We
are building the first and only global Cellular Broadband network in space to be accessible directly by everyday smartphones (2G/4G-LTE/5G
devices) for commercial use, and other applications for government use utilizing our extensive intellectual property (“IP”)
and patent portfolio. Our SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to
end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to
be provided by a constellation of high-powered, large phased-array satellites in LEO using low band and middle band spectrum controlled
by MNOs. We are headquartered in Texas where we operate 185,000 square feet of satellite assembly, integrating and testing (“AIT”)
facilities. Our IP portfolio is diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space
to Earth. Our IP portfolio consists of 36 patent families worldwide.
We
intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. Our vision is that users will not need
to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment. Instead,
users will be able to access the SpaceMobile Service when prompted on their mobile device that they are no longer within range of the
land-based facilities of the MNO operator or will be able to purchase a plan directly with their existing mobile provider. We intend
to seek to use a revenue-sharing business model for SpaceMobile Service in our agreements with MNOs.
The
SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering
without significant incremental capital investments. The SpaceMobile Service is expected to enable MNOs to augment and extend their coverage
without building towers or other land-based infrastructure, including where it is not cost-justified or is difficult due to geographical
challenges. As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity
to increase subscribers’ average revenue per user.
On
April 1, 2019, we launched our first test satellite, BlueWalker 1, which was used to validate our satellite to cellular architecture
and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using
the 4G-LTE protocol.
We
launched our BlueWalker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of
the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022. On April 25, 2023, we announced that
we had successfully completed two-way voice calls directly to standard unmodified smartphones using the BW3 test satellite. On June 21,
2023, we announced that we had achieved repeated successful 4G download speeds of above 10 megabits per second (“Mbps”) to
standard unmodified smartphones using the BW3 test satellite. On September 19, 2023, we announced that we had achieved repeated successful
two-way voice calls directly to standard unmodified smartphones using 5G connectivity and successful download speeds of approximately
14 Mbps utilizing 5 megahertz (“Mhz”) of low band spectrum via the BW3 test satellite. We intend to continue testing capabilities
of the BW3 test satellite, including further testing with cellular service providers and devices.
We
are leveraging skills, know-how and technological expertise derived from the design and assembly of our BW3 test satellite in the development
and assembly of our first generation of commercial BB satellites (“Block 1 BB satellites”). The Block 1 BB satellites are
of similar size and weight to the BW3 test satellite, includes our own designed array solar panels and battery systems, and are expected
to have ten times higher throughput than the BW3 test satellite. We now have all the parts, including the subsystems from the two suppliers
who were previously delayed in meeting their delivery contractual timelines, to complete the assembly, integration, and testing of the
five Block 1 BB satellites. We are currently in the advanced stages of assembling and testing the Block 1 BB satellites and estimate
to transport the five Block 1 BB satellites from our assembly facilities to the launch site between July and August 2024 with an orbital
launch scheduled shortly thereafter. The exact timing of the launch is contingent on a number of factors, including satisfactory and
timely completion of assembly, integrating and testing of the satellites, regulatory approvals, confirmation of the launch slot timing
by the launch provider, logistics, weather conditions, and other factors, many of which are beyond our control.
The
SpaceMobile Service has not been launched and therefore has not yet generated any revenue. Following the launch and deployment of five
Block 1 BB satellites, we currently plan to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical areas, including
in the United States, and seek to generate revenue from such service. We are expanding our efforts on ground infrastructure development
for commercial readiness and integrating our SpaceMobile service into the MNOs’ infrastructure to enable us to initiate commercial
services. Prior to initiating such service, we will need to obtain regulatory approvals in each jurisdiction where we would provide such
service and would need to enter into commercial agreements with MNOs relating to the offering of such service in each jurisdiction. Beginning
in the first quarter of 2024, we have recognized revenue from completion of performance obligations under an agreement with a prime contractor
for the U.S. government and expect to continue to recognize revenue throughout 2024 as and when we complete the remaining performance
obligations under the agreement. In 2024, we expect to begin generating revenue from the resale of gateway equipment and associated services
to MNOs and other third parties. We believe initiation of limited, noncontinuous SpaceMobile Service as well as completing the milestones
under the agreement with a prime contractor for the U.S. government will help to demonstrate the advantages of our satellite-based Cellular
Broadband service in the market. These market activities will commence while we continue the development and testing of the next generation
of BB satellites.
Our
next generation of commercial BB satellites (“Block 2 BB satellites”) are expected to derive greater performance through
the introduction of our own AST5000 Application Specific Integrated Circuit (“ASIC”) chip, which we believe will enable materially
greater throughput capacity of up to 40 MHz per beam to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth
per Block 2 BB satellite, require less power and offer a lower overall unit cost. We have completed the design and have commenced the
tape-out of our ASIC chip in March 2024. The Block 2 BB satellites are expected to be approximately 2,400 square feet in size, almost
3.5 times bigger than the Block 1 BB satellites, and will have the largest phased array ever deployed in a LEO for commercial use exceeding
the phased array of the BW3 test satellite and planned Block 1 BB satellites. We believe the larger aperture array is expected to provide
greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve
service coverage as compared to smaller apertures.
We
continue to make progress towards the completion of the design and development of our Block 2 BB satellites. We believe we will benefit
from the skills, technological expertise, and manufacturing know-how derived from the assembly and testing of our Block 1 BB satellite
in the development and assembly of our Block 2 BB satellites. We began the design and development of the Block 2 BB satellites prior
to the design and development of Block 1 BB satellites. We have commenced planning and procurement activities to begin the assembly,
integration and testing of the Block 2 BB satellites and have entered into agreements and placed orders for procurement of materials
required for manufacturing the satellite components, and subsystems required for the assembly of Block 2 BB satellites. We plan to continue
to manufacture the satellite components and subsystems for Block 2 BB satellites as soon as the assembly and testing of Block 1 BB satellites
are complete. The first Block 2 BB satellite will be based on a FPGA chip. We expect to use the ASIC chip in the subsequent future Block
2 BB satellites, subject to completion of qualification and production of ASIC chips. We have entered into an agreement with a launch
service provider to launch the first Block 2 BB satellite. The agreement has a launch window of December 15, 2024 to March 31, 2025.
The exact timing of this launch is contingent on a number of factors, including satisfactory and timely completion of the design, assembly
and testing of the Block 2 BB satellite, regulatory approvals, availability of launch windows by the launch providers, logistics, and
other factors, many of which are beyond our control. We have a contractual right under the launch services agreement to reschedule the
date of our dedicated launch, subject to the launch vehicle provider’s launch schedule availability.
We
are developing a phased satellite deployment plan and corresponding commercial launch plan of the SpaceMobile Service based on targeted
geographical areas to provide the SpaceMobile Service to the most commercially attractive MNO markets. This prioritization of coverage
is designed to minimize the capital required to initiate and operate commercial service that generates cash flows from operating activities
sooner. We expect that such a successful commercial service would enable us to attract additional capital to continue to assemble and
launch additional BB satellites to expand our capacity and geographic coverage area, although there can be no assurance that such capital
would be available on terms acceptable to us, or at all.
We
plan to achieve service in the selected, targeted geographical areas with the launch and operation of 25 BB satellites and achieve substantial
service in all targeted geographical areas to meet our long term business goals with the launch and operation of approximately 95 BB
satellites. We anticipate launching and deploying additional satellites beyond the initial 95 satellites in order to enhance coverage
and system capacity in response to incremental market demand. Our current plan is subject to numerous uncertainties, many of which are
beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, availability of launch windows
by the launch providers, our ability to raise capital, proposed orbits and resulting satellite coverage, launch costs, ability to enter
into agreements with MNOs, regulatory approvals, and other factors. We may adopt a strategy for commercial launch of the SpaceMobile
Service, including the nature and type of services offered and the geographic areas where we may launch such services, that may differ
materially from our current plan.
USE
OF PROCEEDS
All
of the shares of Class A Common Stock offered by the selling stockholder named herein under this prospectus will be sold by the Selling
Stockholder for its respective accounts. We will not receive any of the proceeds from these sales.
The
Selling Stockholder (as defined) will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal
expenses incurred by the Selling Stockholder in disposing of their shares of Class A Common Stock, and we will bear all other costs,
fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation,
all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants.
DESCRIPTION
OF CAPITAL STOCK
The
following summary of the material terms of our capital stock is not intended to be a complete summary of the rights and preferences of
such securities. The full text of the Charter and Bylaws is included as exhibits to the registration statement of which this prospectus
forms a part. You are encouraged to read the applicable provisions of Delaware law, the Charter and the Bylaws in their entirety for
a complete description of the rights and preferences of our securities.
Common
Stock
Voting
Under
our Charter, holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all
matters submitted to the stockholders for their vote or approval, except as required by applicable law. Holders of Class A Common Stock
and Class B Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.
Prior to the Sunset Date, the holders of Class C Common Stock are entitled to the lesser of (i) 10 votes per share and (ii) the Class
C Share Voting Amount on all matters submitted to stockholders for their vote or approval. From and after the Sunset Date, which, as
defined in the Stockholders’ Agreement, is the earliest to occur of (i) the retirement or resignation of Avellan from the Board
of Directors, (ii) the date on which Avellan and his permitted transferees beneficially own less than 20% of the Class A Common Stock
that Avellan beneficially owns as of immediately after the closing of the initial business combination contemplated by that certain Equity
Purchase Agreement, dated as of December 15, 2020, by and among AST LLC, New Providence Acquisition Corp., New Providence Management
LLC, the AST Existing Equityholder Representative and the AST Equityholders and (iii) Avellan’s death or permanent incapacitation,
holders of Class C Common Stock will be entitled to one vote per share.
As
of July 19, 2024, Avellan and his permitted transferees control, as a group, approximately 80.4% of the combined voting
power of the Common Stock as a result of their ownership of all of the Class C Common Stock. Accordingly, Avellan controls the Company’s
business policies and affairs and can control any action requiring the general approval of its stockholders, including the election of
our Board of Directors, the adoption of amendments to its certificate of incorporation and bylaws and approval of any merger or sale
of substantially all of its assets. Until the Sunset Date, Avellan will continue to control the outcome of matters submitted to the stockholders.
Dividends
The
holders of Class A Common Stock are entitled to receive dividends, as and if declared by our Board of Directors out of legally available
funds. With respect to stock dividends, holders of Class A Common Stock must receive Class A Common Stock.
The
holders of Class B Common Stock and Class C Common Stock will not have any right to receive dividends other than stock dividends consisting
of shares of Class B Common Stock or Class C Common Stock, as applicable, in each case paid proportionally with respect to each outstanding
share of Class B Common Stock or Class C Common Stock.
Liquidation
or Dissolution
Upon
our liquidation or dissolution, the holders of all classes of Common Stock are entitled to their respective par value, and the holders
of Class A Common Stock will then be entitled to share ratably in those of our assets that are legally available for distribution to
stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Other than
their par value, the holders of Class B Common Stock and Class C Common Stock will not have any right to receive a distribution upon
a liquidation or dissolution of the Company.
Conversion,
Transferability and Exchange
Subject
to the terms of the A&R Operating Agreement, the members of AST LLC (other than the Company) may from time to time cause AST LLC
to redeem any or all of their units of ownership interest in AST LLC which entitle the holder thereof to the distributions, allocations
and other rights under the A&R Operating Agreement in exchange for, at the Company’s election (subject to certain exceptions),
either cash (based on the market price for a share of the Class A Common Stock) (the “Existing Equityholder Cash Out”) or
shares of Class A Common Stock (the “Existing Equityholder Share Settlement”); provided that the Company’s election
to effect such redemption as an Existing Equityholder Cash Out or an Existing Equityholder Share Settlement must be approved by a committee
of our Board of Directors comprised solely of directors who were not nominated pursuant to the Stockholders’ Agreement or other
contractual right by, and are not otherwise affiliated with, holders of Class B Common Stock or Class C Common Stock. At the Company’s
election, such transaction may be effectuated via a direct exchange of Class A Common Stock or cash by the Company for the redeemed AST
LLC Common Units (an “Existing Equityholder Direct Exchange”).
Our
Charter provides that (a) if a holder of Class B Common Stock exercises either the Existing Equityholder Cash Out, or the Existing Equityholder
Share Settlement or the Existing Equityholder Direct Exchange (collectively, the “Existing Equityholder Conversion”), then
the number of shares of Class B Common Stock held by such holder equal to the number of AST LLC Common Units so redeemed, cashed out
or exchanged will automatically be cancelled by the Company for no consideration, and (b) if a holder of Class C Common Stock (i) exercises
the Existing Equityholder Cash Out or (ii) exercises the Existing Equityholder Share Settlement or the Existing Equityholder Direct Exchange
and subsequently transfers the Class A Common Stock issued in connection with such redemption and exchange to a person or entity other
than Avellan and his permitted transferees, then the number of Class C Common Stock held by such holder equal to the number of AST LLC
Common Units so redeemed and exchanged then transferred or cashed out will automatically be cancelled by the Company for no consideration.
If Avellan and his permitted transferees exercise the Existing Equityholder Conversion, then the voting power of the Class C Common Stock
is reduced commensurate with the voting power of the newly issued Class A Common Stock. The voting power of the Class C Common Stock
will be further adjusted if Avellan or his permitted transferees transfer Class A Common Stock to a person or entity that is not Avellan
or his permitted transferees.
We
may not issue Class B Common Stock or Class C Common Stock such that after the issuance of Class B Common Stock or Class C Common Stock
the holder of such stock does not hold an identical number of AST LLC Common Units.
Other
Provisions
None
of the Class A Common Stock, Class B Common Stock or Class C Common Stock has any preemptive or other subscription rights.
Preferred
Stock
We
are authorized to issue up to 100,000,000 shares of preferred stock. Our Board of Directors is authorized, subject to limitations prescribed
by Delaware law and our Charter, to determine the terms and conditions of the preferred stock, including whether the shares of preferred
stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power),
designations, preferences and rights of the shares. Our Board of Directors will also be authorized to designate any qualifications, limitations
or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect
of delaying, deferring or preventing a change in control of the Company and may adversely affect the voting and other rights of the holders
of Class A Common Stock, Class B Common Stock and Class C Common Stock, which could have a negative impact on the market price of the
Class A Common Stock.
Exclusive
Forum
Our
Bylaws provide that, to the fullest extent permitted by law, and unless we provide notice in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or to our stockholders by any of our
directors, officers, employees or agents, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation
Law of the State of Delaware (the “DGCL”), our Charter or our Bylaws or as to which the DGCL confers jurisdiction on the
Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such
case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our Bylaws
further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting
a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating
to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created
by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Anti-Takeover
Effects of Provisions of Our Charter and Bylaws
The
provisions of our Charter and Bylaws and of the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent
a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt
of a premium over the market price for your shares of Class A Common Stock.
Our
Charter and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition
of our Board of Directors and that may have the effect of delaying, deferring or preventing our future takeover or change in control
unless such takeover or change in control is approved by our Board of Directors.
These
provisions include:
Action
by Written Consent; Special Meetings of Stockholders. Our Charter provides that stockholder action can be taken only at an annual
or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our Charter and Bylaws also provide that,
subject to any special rights of the holders of any series of preferred stock and except as otherwise required by applicable law, special
meetings of the stockholders can only be called by our Board of Directors, the chairman of our Board of Directors, or, until the earlier
of (i) the Sunset Date or (ii) the time we are no longer a “controlled company,” by our secretary at the request of holders
representing a majority of the total voting power of our issued and outstanding capital stock entitled to vote in the election of directors,
voting together as a single class. Except as described above, stockholders are not permitted to call a special meeting or to require
our Board of Directors to call a special meeting.
Advance
Notice Procedures. Our Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting
of our stockholders, and for stockholder nominations of persons for election to our Board of Directors to be brought before an annual
or special meeting of stockholders. Stockholders at an annual meeting will only be able to consider proposals or nominations specified
in the notice of meeting or brought before the meeting by or at the direction of our Board of Directors or by a stockholder who was a
stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely
written notice, in proper form, of the stockholder’s intention to bring that business or nomination before the meeting. Although
our Bylaws do not give our Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding
other business to be conducted at a special or annual meeting, as applicable, our Bylaws may have the effect of precluding the conduct
of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting
a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
Authorized
But Unissued Shares. Our authorized but unissued shares of Common Stock and preferred stock will be available for future issuance
without stockholder approval, subject to, in the case of the Class A Common Stock, the rules of the securities exchange on which the
Class A Common Stock is listed. These additional shares may be utilized for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions, in connection with the redemption or exchange of AST LLC Common Units
and employee benefit plans. The existence of authorized but unissued shares of Common Stock and preferred stock, coupled with the extraordinary
voting right of the Class C Common Stock, could render more difficult or discourage an attempt to obtain control of a majority of our
Common Stock by means of a proxy contest, tender offer, merger or otherwise.
Business
Combinations with Interested Stockholders. Our Charter provides that we are not subject to Section 203 of the DGCL, an anti-takeover
law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger,
with an “interested stockholder” (which includes a person or group owning 15% or more of the corporation’s voting stock)
for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business
combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly,
we are not subject to any anti-takeover effects of Section 203.
Limitations
on Liability and Indemnification of Officers and Directors
Our
Bylaws limit the liability of our directors and officers to the fullest extent permitted by the DGCL and provide that we will provide
them with customary indemnification and advancement and prepayment of expenses. We have entered into customary indemnification agreements
with each of our executive officers and directors that provide them, in general, with customary indemnification in connection with their
service to us or on our behalf.
Our
Bylaws provide that, to the fullest extent permitted by law, and unless we provide notice in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action, suit or proceeding
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or to our stockholders by any of our
directors, officers, employees or agents, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or our Charter
or Bylaws or (iv) any action, suit or proceeding asserting a claim against us governed by the internal affairs doctrine, in each such
case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our Charter
further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting
a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such a provision relating
to causes of action arising under the Securities Act, and investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. The clauses described above will not apply to suits brought to enforce a duty or liability created
by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Registration
Rights Agreements
In
connection with NPA’s initial public offering, we entered into that certain Registration and Stockholder Rights Agreement, dated
as of September 13, 2019 (the “2019 Registration Rights Agreement”), by and among the Company, the Sponsor and the other
parties thereto (collectively, the “2019 Holders”) pursuant to which we granted the 2019 Holders certain registration rights
with respect to, among other things, the private placement warrants and the shares of Class A Common Stock that were issued at the Closing
upon conversion of the 2019 Holders’ founder shares. The 2019 Holders of the majority of these securities are entitled to make
up to three demands, excluding short form demands, that we register such securities. In addition, the 2019 Holders have certain “piggy-back”
registration rights and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We
will bear the expenses incurred in connection with the filing of any such registration statements.
On
December 16, 2020, we entered into subscription agreements (the “PIPE Subscription Agreements”) with investors who participated
in the Private Investment in Public Equity Investment (such investors, the “PIPE Investors”), pursuant to which we (i) issued
an aggregate of 23,000,000 shares of Class A Common Stock to the PIPE Investors at the Closing and (ii) agreed to register such shares.
At
the Closing, we entered into the Registration Rights Agreement, dated as of April 6, 2021, by and among the Company, the Sponsor and
the Existing Equityholders (collectively, the “Holders,” such agreement, the “2021 Registration Rights Agreement”
and, together with the 2019 Registration Rights Agreement, the “Registration Rights Agreements”) pursuant to which we granted
the Holders certain registration rights with respect to the registrable securities of the Company. Among other things, the 2021 Registration
Rights Agreement requires us to register the shares of Class A Common Stock issued in connection with the Business Combination and any
shares of Class A Common Stock issued upon the redemption of any AST LLC Common Units. The Holders are entitled to: (i) make a written
demand for registration under the Securities Act of all or part of their shares of Class A Common Stock (up to a maximum of two demands
in any 12-month period) and not more than five times in the aggregate and only if the offering will include registrable securities with
a total offering price reasonably expected to exceed, in the aggregate, $50.0 million, and (ii) “piggy-back” registration
rights to registration statements filed following the Business Combination. We will bear all of the expenses incurred in connection with
the filing of any such registration statement.
On
January 16, 2024, we entered into a Convertible Security Investment Agreement (the “Investment Agreement”) with AT&T
Venture Investments, LLC, Google LLC, and Vodafone Ventures Limited (together, the “Investors”), pursuant to which the Investors
purchased subordinated convertible notes for an aggregate principal amount of $110.0 million (such notes, the “Notes”). On
January 22, 2024, in connection with the Investment Agreement, we entered into an Investor and Registration Rights Agreements with each
of the Investors pursuant to which we granted the Investors certain registration rights with respect to their registrable securities
of the Company. Among other things, the Investor and Registration Rights Agreements requires us to register the shares of Class A Common
Stock issuable upon conversion of the Notes. The Investors will be entitled to (i) make a written demand for registration under the Securities
Act of all or part of their shares of Class A Common Stock (up to a maximum of three demands) and only if the offering will include registrable
securities with a total offering price reasonably expected to exceed, in the aggregate, $50.0 million, and (ii) “piggy-back”
registration rights to registration statements filed in the future. We will bear all of the expenses incurred in connection with the
filing of any such registration statement.
On
June 4, 2024, we, the Holders and Antares entered into Amendment No. 1 and Joinder to Registration Rights Agreement (the “Registration
Rights Agreement Amendment”), which amends certain terms and conditions of the 2021 Registration Rights Agreement. The Registration
Rights Agreement Amendment removes Invesat LLC as a party and adds Antares as a party to the Registration Rights Agreement as well as
assigning and designating all of the rights and obligations of Invesat LLC under the 2021 Registration Rights Agreement to Antares. Additionally,
the Registration Rights Agreement Amendment streamlines the process for effecting blocker merger transactions as provided under A&R
Operating Agreement.
Transfer
Agent and Registrar
The
transfer agent for our Common Stock is Continental Stock Transfer & Trust Company. Each person investing in our Class A Common Stock
held through The Depository Trust Company must rely on the procedures thereof and on institutions that have accounts therewith to exercise
any rights of a holder of our Class A Common Stock.
For
as long as any shares of our Class A Common Stock are listed on Nasdaq or on any other stock exchange operating in the United States,
the laws of the State of New York shall apply to the property law aspects of our Class A Common Stock (including securities exercisable
for or convertible into our Class A Common Stock) reflected in the register administered by our transfer agent.
We
have listed shares of our Class A Common Stock in registered form and such shares, through the transfer agent, will not be certificated.
We have appointed Continental Stock Transfer & Trust Company as our agent in New York to maintain our stockholders’ register
on behalf of our Board of Directors and to act as transfer agent and registrar for our Class A Common Stock. Shares of our Class A Common
Stock are traded on Nasdaq in book-entry form.
Listing
of Class A Common Stock
Our
Class A Common Stock is listed on Nasdaq under the symbols “ASTS”.
Authorized
and Outstanding Capital Stock
Our
Charter authorizes the issuance of 1,225,000,000 shares, of which 800,000,000 shares are shares of Class A Common Stock, par value $0.0001
per share, 200,000,000 shares are shares of Class B Common Stock, par value $0.0001 per share, 125,000,000 shares are shares of Class
C Common Stock, par value $0.0001 per share, and 100,000,000 shares are shares of preferred stock, par value $0.0001 per share.
As
of July 19, 2024, we had approximately 151,345,933 shares of Class A Common Stock, 39,747,447 shares of
Class B Common Stock, 78,163,078 shares of Class C Common Stock and warrants to purchase 17,597,500 shares of Class
A Common Stock, issued and outstanding. As of such date, there were 27 holders of record of Class A Common Stock, four
holders of record of Class B Common Stock, one holder of record of Class C Common Stock and four holders of record
of warrants.
SELLING
STOCKHOLDER
This
prospectus relates to the resale from time to time of an aggregate of 10,445,200 shares of Class A Common Stock. The Selling Stockholder
may from time to time offer and sell any or all of the shares of Class A Common Stock set forth below pursuant to this prospectus and
any accompanying prospectus supplement. When we refer to the “Selling Stockholder” in this prospectus, we mean the person
listed in the tables below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold
any of the Selling Stockholder’s interest in the Class A Common Stock other than through a public sale (including, for the avoidance
of doubt, any recipient of shares of Class A Common Stock issued by the Company in connection with a Blocker Transaction (as defined
in the 2021 Registration Rights Agreement, as amended).
The
following table sets forth, as of the date of this prospectus, the name of the Selling Stockholder, and the aggregate number of shares
of Class A Common Stock that the Selling Stockholder may offer pursuant to this prospectus.
| |
Before
the Offering | |
After
the Offering |
Name
of Selling Stockholder | |
Number
of Shares of Class A Common Stock | |
Number
of Shares of Class A Common Stock Being Offered | | |
Number
of Shares of Class A Common Stock | |
Percentage
of Outstanding Shares of Class A Common Stock | |
Antares
Technologies LLC(1) | |
10,445,200 | |
| 10,445,200 | | |
— | |
| — | |
(1) | The
shares of Class A Common Stock were received in connection with the Antares Reorganization,
pursuant to which Invesat LLC ceased to exist. The Antares Reorganization was effected in
order to comply with the Company’s obligations under Section 11.8 of the A&R Operating
Agreement. Pursuant to this provision, the Company was required to work together in good
faith with the requesting member, Invesat LLC, to structure a Blocker Merger Transaction
(as defined in the Operating Agreement). In connection with the Antares Reorganization, AST
SpaceMobile Holdings II, LLC and AST SpaceMobile Holdings, LLC, each a Delaware limited liability
company that is treated as a disregarded entity of the Company, entered into an Agreement
and Plan of Merger with Invesat LLC, Antares Technologies LLC and Hackney Capital Ventures
LTD. The Antares Reorganization was effected as a private placement exempt from registration
under the Securities Act pursuant to Section 4(a)(2) thereof. Invesat LLC was beneficially
owned by Gustavo A. Cisneros. Mr. Cisneros passed away on December 29, 2023. The securities
of the Company previously reported as beneficially owned by Mr. Cisneros were held indirectly
through the 2014 Scesaplana I Trust, a revocable trust established for the benefit of the
family of Gustavo A. Cisneros (the “Trust”). Antares is controlled by the Trust.
Sequent (North America) LLC is the trustee of the Trust. The Trust is the ultimate control
person of Antares. The business address of each of Antares and the Trust is c/o Cisneros
Group of Companies, 700 NW 1st Avenue, Suite 1700, Miami, Florida 33136. Adriana
Cisneros is a member of the Board of Directors and the president of Antares Technologies
LLC (which is ultimately controlled by the Trust) and serves on the board of advisors of
the Trust. However, under the Trust’s constituent documents, Ms. Cisneros does not
have any voting power (including the power to vote, or to direct the vote) or investment
power (including the power to dispose, or direct the disposition) with respect to the
shares of Common Stock held of record by Antares or the Trust and, as a result, has no beneficial
ownership of the Common Stock held directly by Antares or the Trust. |
We
cannot advise you as to whether the Selling Stockholder will in fact sell any or all of such shares of Class A Common Stock. For purposes
of the above tables, we have assumed that the Selling Stockholder will have sold all of our Common Stock covered by this prospectus upon
the completion of the offering. The percentage ownership of shares of Class A Common Stock is based on 151,345,933 shares
of Class A Common Stock issued and outstanding as of July 19, 2024.
Selling
Stockholder information for each additional Selling Stockholder, if any, will be set forth by prospectus supplement to the extent required
prior to the time of any offer or sale of such Selling Stockholder’s shares pursuant to this prospectus. To the extent permitted
by law, a prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity
of each Selling Stockholder and the number of shares of Class A Common Stock registered on its behalf. A Selling Stockholder may sell
or otherwise transfer all, some or none of such shares of Class A Common Stock in this offering. See “Plan of Distribution.”
PLAN
OF DISTRIBUTION
The
Selling Stockholder, which as used herein includes donees, pledgees, transferees (including, for the avoidance of doubt, any recipient
of Class A Common Stock issued by the Company in connection with a Blocker Transaction (as defined in the 2021 Registration Rights Agreement,
as amended), distributees or other successors-in-interest selling shares of our Class A Common Stock received after the date of this
prospectus from the Selling Stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell,
transfer, distribute or otherwise dispose of certain of their shares of Class A Common Stock on any stock exchange, market or trading
facility on which shares of our Class A Common Stock are traded or in private transactions. These dispositions may be at fixed prices,
at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the
time of sale or at negotiated prices.
The
Selling Stockholder may use any one or more of the following methods when disposing of their shares of Class A Common Stock therein:
|
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
one
or more underwritten offerings; |
|
|
|
|
● |
block
trades in which the broker-dealer will attempt to sell the shares of Class A Common Stock as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; |
|
|
|
|
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its accounts; |
|
|
|
|
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately
negotiated transactions; |
|
|
|
|
● |
distributions
to their members, partners or shareholders; |
|
|
|
|
● |
short
sales effected after the date of the registration statement of which this prospectus is a part are declared effective by the SEC; |
|
|
|
|
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
|
|
● |
in
market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; |
|
|
|
|
● |
directly
to one or more purchasers; |
|
|
|
|
● |
through
agents; |
|
|
|
|
● |
broker-dealers
may agree with the Selling Stockholder to sell a specified number of such shares of Class A Common Stock or warrants at a stipulated
price per share or warrant; and |
|
|
|
|
● |
a
combination of any such methods of sale. |
The
Selling Stockholder may, from time to time, pledge or grant a security interest in some shares of our Class A Common Stock owned by them
and, if the Selling Stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and
sell such shares of Class A Common Stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus
amending the list of the Selling Stockholder to include the pledgee, transferee or other successors in interest as the Selling Stockholder
under this prospectus. The Selling Stockholder also may transfer shares of our Class A Common Stock in other circumstances, in which
case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of shares of our Class A Common Stock, the Selling Stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of our Class A Common Stock in the course of hedging the positions
they assume. The Selling Stockholder may also sell shares of our Class A Common Stock short and deliver these securities to close out
their short positions, or loan or pledge shares of our Class A Common Stock to broker-dealers that in turn may sell these securities.
The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities that require the delivery to such broker-dealer or other financial institution of shares of our
Class A Common Stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such transaction).
The
aggregate proceeds to the Selling Stockholder from the sale of shares of our Class A Common Stock offered by them will be the purchase
price of such shares of our Class A Common Stock less discounts or commissions, if any. The Selling Stockholder reserves the right to
accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of share of our Class
A Common Stock to be made directly or through agents. We will not receive any of the proceeds from any offering by the Selling Stockholder.
The
Selling Stockholder also may in the future resell a portion of our Class A Common Stock in open market transactions in reliance upon
Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or pursuant to
other available exemptions from the registration requirements of the Securities Act.
Any
discounts, commissions, concessions or profit they earn on any resale of shares of our Class A Common Stock may be underwriting discounts
and commissions under the Securities Act. If the Selling Stockholder is an “underwriter” within the meaning of Section 2(11)
of the Securities Act, then the Selling Stockholder will be subject to the prospectus delivery requirements of the Securities Act. Underwriters
and their controlling persons, dealers and agents may be entitled, under agreements entered into with us and the Selling Stockholder,
to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.
To
the extent required, our Class A Common Stock to be sold, the respective purchase prices and public offering prices, the names of any
agent, dealer or underwriter, and any applicable discounts, commissions, concessions or other compensation with respect to a particular
offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
To
facilitate the offering of shares of our Class A Common Stock offered by the Selling Stockholder, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise affect the price of our Class A Common Stock. This may include
over-allotments or short sales, which involve the sale by persons participating in the offering of more shares of Class A Common Stock
than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price
of our Class A Common Stock by bidding for or purchasing shares of Class A Common Stock in the open market or by imposing penalty bids,
whereby selling concessions allowed to dealers participating in the offering may be reclaimed if shares of Class A Common Stock sold
by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain
the market price of our Class A Common Stock at a level above that which might otherwise prevail in the open market. These transactions
may be discontinued at any time.
Under
the Registration Rights Agreements and the PIPE Subscription Agreements, we have agreed to indemnify the Selling Stockholder party thereto
against certain liabilities that they may incur in connection with the sale of the securities registered hereunder, including liabilities
under the Securities Act, and to contribute to payments that the Selling Stockholder may be required to make with respect thereto. In
addition, we and the Selling Stockholder may agree to indemnify any underwriter, broker-dealer or agent against certain liabilities related
to the selling of the securities, including liabilities arising under the Securities Act.
We
have agreed to maintain the effectiveness of this registration statement until all such securities have been sold under this registration
statement or Rule 144 under the Securities Act or are no longer outstanding. We have agreed to pay all expenses in connection with this
offering, other than underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses. The Selling
Stockholder will pay, on a pro rata basis, any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal
expenses relating to the offering.
The
Selling Stockholder may use this prospectus in connection with resales of shares of our Class A Common Stock. This prospectus and any
accompanying prospectus supplement will identify the Selling Stockholder, the terms of our Class A Common Stock and any material relationships
between us and the Selling Stockholder. The Selling Stockholder may be deemed to be underwriters under the Securities Act in connection
with shares of our Class A Common Stock they resell and any profits on the sales may be deemed to be underwriting discounts and commissions
under the Securities Act. Unless otherwise set forth in a prospectus supplement, the Selling Stockholder will receive all the net proceeds
from the resale of shares of our Class A Common Stock.
The
Selling Stockholder is an entity that may elect to make an in-kind distribution of Class A Common Stock to its members, partners or shareholders
pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members,
partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradable shares
of Class A Common Stock pursuant to the distribution through a registration statement.
We
are required to pay all fees and expenses incident to the registration of shares of our Class A Common Stock to be offered and sold pursuant
to this prospectus, which we expect to be approximately $152,812.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Sullivan & Cromwell LLP, New York, New York.
EXPERTS
The
consolidated financial statements of the Company as of December 31, 2023 and December 31, 2022 and for each of the years in the two-year
period ended December 31, 2023 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated
in reliance upon the report of KPMG LLP, an independent registered public accounting firm, incorporated herein by reference, upon the
authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available
Information
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
website address is www.ast-science.com. The information on our website, however, is not, and should not be deemed to be, a part
of this prospectus.
This
prospectus and any applicable prospectus supplement are part of a registration statement that we filed with the SEC and do not contain
all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided
below. Statements in this prospectus or any prospectus supplement about these documents are summaries, and each statement is qualified
in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description
of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
Incorporation
by Reference
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently
filed document incorporated by reference modifies or replaces that statement.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
| ● | our
Annual Report on Form
10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024; |
| | |
| ● | our
Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May 15, 2024; |
| | |
| ● | our
Current Reports on Form 8-K filed with the SEC on January
18, 2024, January
23, 2024, January
29, 2024, May
6, 2024, May
29, 2024, June
4, 2024, June
7, 2024, June
25, 2024 and June
25, 2024 (excluding any information furnished in such reports under Item 2.02, Item 7.01
or Item 9.01); and |
| | |
| ● | the
description of our common stock contained in Exhibit
4.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with
the SEC on April 1, 2024, and any amendment or report filed with the SEC for the purpose
of updating the description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in this prospectus,
prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed
with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of
the filing of such reports and documents.
We
will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits
to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests may be made by telephone
at (432) 276-3966, or by sending a written request to AST SpaceMobile, Inc., Midland International Air & Space Port, 2901 Enterprise
Lane, Midland, Texas 79706, Attention: Secretary.
![](https://www.sec.gov/Archives/edgar/data/1780312/000149315224028715/form424b3_001.jpg)
AST
SpaceMobile, Inc.
10,445,200
SHARES OF CLASS A COMMON STOCK
PROSPECTUS
July
22,
2024
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