United States securities and exchange commission logo

                 May 10, 2021

       Abel Avellan
       Chief Executive Officer
       AST SpaceMobile, Inc.
       Midland International Air & Space Port
       2901 Enterprise Lane
       Midland, TX 79706

                                                        Re: AST SpaceMobile,
Statement on Form S-1
                                                            Filed May 6, 2021
                                                            File No. 333-255842

       Dear Mr. Avellan:

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

              Please refer to Rule 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

               Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447,
or in his absence, Jan
       Woo, Legal Branch Chief, at (202) 551-3453, with any questions. If you
require further
       assistance, please contact Larry Spirgel, Office Chief, at (202)


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Brent T. Epstein, Esq.