Correspondence 0001493152-24-028266 from AST SpaceMobile, Inc. (ASTS, ASTSW) (CIK 0001780312) (ASTS)
AST SpaceMobile, Inc. (ASTS, ASTSW) (CIK 0001780312)
Date: July 18, 2024 · CIK: 0001780312 · Accession: 0001493152-24-028266
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File numbers found in text: 333-280110
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CORRESP
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AST
SpaceMobile, Inc.
Midland
International Air & Space Port
2019
Enterprise Lane
Midland,
Texas 79706
July
18, 2024
VIA
EDGAR
U.S.
Securities and Exchange Commission,
Division of Corporation Finance,
100 F. Street, N.E.,
Washington, D.C. 20549-7010.
Re:
AST SpaceMobile, Inc.
Registration Statement on Form S-3
File No. 333-280110
Request for Acceleration of Effective Date
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended, AST SpaceMobile, Inc. (the “Company”) hereby requests that
the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement on Form S-3 (the “Registration Statement”), and declare the Registration Statement effective as of 4:00
PM, Eastern Daylight Time, on July 22, 2024, or as soon thereafter as practicable, or at such other time as the Company or its
outside counsel, Sullivan & Cromwell LLP, requests by telephone that such Registration Statement be declared effective.
It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Jared M. Fishman at Sullivan
& Cromwell LLP at (212) 558-1689 or by email (fishmanj@sullcrom.com).
Very
truly yours,
AST
SpaceMobile, Inc.
By:
/s/
Andrew Johnson
Name:
Andrew
Johnson
Title:
Chief
Financial Officer and Chief Legal Officer
cc:
Jared
M. Fishman, Sullivan & Cromwell LLP