TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 8, 2022 Brian Heller General Counsel AST SpaceMobile, Inc. 2901 Enterprise Lane Midland, Texas 79706 Re: AST SpaceMobile, Inc. Registration Statement on Form S-3 Filed October 31, 2022 File No. 333-268087 Dear Brian 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 Mariam Mansaray, Staff Attorney, at 202-957-9361 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