AST SpaceMobile, Inc.
Midland International Air & Space Port
2019 Enterprise Lane
Midland, Texas 79706
June 29, 2022
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. 333-264783 | ||
| 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 1, 2022, 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/ Sean R. Wallace | |
| Name: | Sean R. Wallace | |
| Title: | Chief Financial Officer | |
| cc: | Brian Heller, Executive Vice President, General Counsel and Secretary, AST SpaceMobile, Inc. |
| Jared M. Fishman, Sullivan & Cromwell LLP |
