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                 May 16, 2022

       Brian Heller
       General Counsel
       AST SpaceMobile, Inc.
       2901 Enterprise Lane
       Midland, Texas 79706

                                                        Re: AST SpaceMobile,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed May 9, 2022
                                                            File No. 333-264783

       Dear Mr. Heller:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

             Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or
Joshua Shainess, Legal
       Branch Chief, at (202) 551-7951 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Jared M. Fishman