Amendment: SEC Form SC 13D/A filed by AST SpaceMobile Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 10*

AST SpaceMobile, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

00217D100

(CUSIP Number)

Abel Avellan

c/o AST SpaceMobile, Inc.

Midland Intl. Air & Space Port

2901 Enterprise Lane

Midland, Texas 79706

(432) 276-3966

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 10, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 10 TO SCHEDULE 13D

This Amendment No. 10 to Schedule 13D (this “Amendment No. 9”) amends and supplements the initial Schedule 13D filed by Mr. Abel Avellan with the Securities and Exchange Commission (the “SEC”) on March 11, 2022 (the “Original Filing”), as amended by Amendment No. 9 to Schedule 13D filed by Mr. Avellan with the SEC on September 26, 2024 (“Amendment No. 9”), as amended by Amendment No. 8 to Schedule 13D filed by Mr. Avellan with the SEC on August 26, 2024 (“Amendment No. 8”), Amendment No. 7 to Schedule 13D filed by Mr. Avellan with the SEC on July 11, 2024 (“Amendment No. 7”), Amendment No. 6 to Schedule 13D filed by Mr. Avellan with the SEC on June 14, 2024 (“Amendment No. 6”), Amendment No. 5 to Schedule 13D filed by Mr. Avellan with the SEC on March 6, 2024 (“Amendment No. 5”), Amendment No. 4 to Schedule 13D filed by Mr. Avellan with the SEC on January 25, 2024 (“Amendment No. 4”), Amendment No. 3 to Schedule 13D filed by Mr. Avellan with the SEC on July 6, 2023 (“Amendment No. 3”), Amendment No. 2 to Schedule 13D filed by Mr. Avellan with the SEC on May 2, 2023 (“Amendment No. 2”) and Amendment No. 1 to Schedule 13D filed by Mr. Avellan with the SEC on December 13, 2022 (“Amendment No. 1”).

This Amendment No. 10 amends and supplements the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, and Amendment No. 9 as specifically set forth herein and is being filed solely due to an increase in the Issuer’s total number of outstanding shares of Class A Common Stock and not as a result of any transactions by the Reporting Person.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed as such terms in the Original Filing. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated to read as follows:

On October 10, 2024, Rakuten Mobile USA Service Inc. (“Rakuten USA”) completed a series of transactions (including a Blocker Merger Transaction as defined in the A&R Operating Agreement, the “Transactions”) resulting in the acquisition by Rakuten Mobile, Inc. of 28,520,155 shares of Class A Common Stock in exchange for 28,520,155 of AST Common Units previously held by Rakuten USA. As part of the Transactions, 28,520,155 shares of Class B Common Stock previously held by Rakuten USA were transferred to the Issuer and immediately cancelled thereby. The change in the percentage of shares of Class A Common Stock beneficially owned by Mr. Avellan is primarily due to the increase in the outstanding shares of Class A Common Stock as a result of the Transactions. Mr. Avellan did not sell any Class A Common Stock or any other securities of the Company.

As a result of the increase in the outstanding shares of Class A Common Stock, the percentage of outstanding shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own was reduced by more than one percent (1%) of the Issuer’s shares of Class A Common Stock outstanding since the filing of Amendment No. 9.

As of the date hereof, the aggregate number and percentage of shares of Class A Common Stock beneficially owned by Mr. Avellan are as follows:

(a) – (b)

The reporting Person may be deemed to beneficially own 78,163,078 shares of Class A Common Stock issuable upon conversion of 78,163,078 AST Common Units held of record by the Reporting Person.

As discussed in Item 2 of the Original Filing, the other Stockholder Parties are not included as reporting persons in the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, and this Amendment No. 10, and the Reporting Person expressly disclaims beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties.

(c) During the past 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock.

(d) None.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.