{"url_path":"/sec/asts/8-k/2026-07-20/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1780312/0001493152-26-033912-index.html","accession_number":"0001493152-26-033912","cik":"0001780312","ticker":"ASTS","issuer_name":"AST SpaceMobile, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1780312/0001493152-26-033912-index.html","primary_entity_key":"0001780312","primary_entity_name":"AST SpaceMobile, Inc."},"word_count":302,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nThe\nCompany offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2)\nof the Securities Act of 1933, as amended (the “**Securities Act**”). The Notes were resold by the initial purchasers\nto persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2)\nand Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made\nby the initial purchasers in the purchase agreement dated July 15, 2026 by and among the Company and the representatives of the initial\npurchasers.\n\n \n\nThe\nNotes and the shares of Class A Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities\nAct and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.\n\n \n\nTo\nthe extent that any shares of Class A Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated\nto be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration\nis expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A Common Stock. Initially,\na maximum of 15,080,600 shares of Class A Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion\nrate of 15.0806 shares of Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment\nprovisions (and assuming the Notes Option is not exercised)."}