Filing Details
- Accession Number:
- 0001123292-25-000130
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-11 20:00:00
- Filed By:
- Vodafone Ventures Ltd
- Company:
- Ast Spacemobile Inc.
- Filing Date:
- 2025-03-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Vodafone Ventures Ltd | 0 | 14,516,197 | 0 | 14,516,197 | 14,516,197 | 6% |
| Vodafone Group Plc | 0 | 14,516,197 | 0 | 14,516,197 | 14,516,197 | 6% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
AST SpaceMobile, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
00217D100 (CUSIP Number) |
Vodafone Ventures Limited Attn: Vodafone Group General Counsel, Vodafone House, The Connection Newbury, Berkshire, X0, RG14 2FN 0163533251 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/10/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 00217D100 |
| 1 |
Name of reporting person
Vodafone Ventures Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,516,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares reported in rows (7) - (11) consist of (i) 1,000,000 shares of Class A Common Stock (the "Class A Common Stock") of AST SpaceMobile, Inc. (the "Issuer"), (ii) 4,471,743 shares of Class A Common Stock issuable upon conversion of the Note (as hereinafter defined), and (iii) 9,044,454 common units (the "AST Common Units") of AST & Science LLC ("AST OpCo"). In addition, the Reporting Person beneficially owns 9,044,454 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"). The Reporting Person may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
The percentage in row (13) assumes (i) 227,101,453 shares of Class A Common Stock outstanding as of February 27, 2025, as reported by the Issuer, (ii) the issuance of 4,471,743 shares on conversion of the Note and (iii) conversion of the 9,044,454 AST Common Units referred to above into shares of Class A Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 00217D100 |
| 1 |
Name of reporting person
Vodafone Group Plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,516,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares reported in rows (7) - (11) consist of (i) 1,000,000 shares of Class A Common Stock, (ii) 4,471,743 shares of Class A Common Stock issuable upon conversion of the Note, and (iii) 9,044,454 AST Common Units. In addition, the Reporting Person beneficially owns 9,044,454 shares of Class B Common Stock of the Issuer. The Reporting Person may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
The percentage in row (13) assumes (i) 227,101,453 shares of Class A Common Stock outstanding as of February 27, 2025, as reported by the Issuer, (ii) the issuance of 4,471,743 shares on conversion of the Note and (iii) conversion of the 9,044,454 AST Common Units referred to above into shares of Class A Common Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
AST SpaceMobile, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Midland International Air & Space Port, 2901 Enterprise Lane, Midland,
TEXAS
, 79706. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends the statement on Schedule 13D originally filed by Vodafone Ventures Limited, a private limited company organized under the laws of the United Kingdom ("VVL"), and Vodafone Group Plc, a public limited company organized under the laws of the United Kingdom (Vodafone Group Plc and, together with VVL, the "Reporting Persons") on April 16, 2021, as amended by Amendment No. 1 thereto filed on January 18, 2024 (such Schedule 13D, as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | The Schedule 13D is being jointly filed by Vodafone Ventures Limited, a private limited company organized under the laws of the United Kingdom ("VVL"), and Vodafone Group Plc, a public limited company organized under the laws of the United Kingdom ("Vodafone Group" and, together with VVL, the "Reporting Persons"). The securities reported in this Schedule 13D are held directly by VVL, which is a wholly-owned subsidiary of Vodafone Group. | |
| (b) | The principal business address of each of the Reporting Persons is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom. | |
| (c) | The principal business of Vodafone Group Plc is to provide telecommunication services, including mobile, fixed and converged communication services, to consumers and businesses. The principal business of VVL is to hold investments in companies, partnerships and other legal entities in the United Kingdom and overseas, offering services or developing technologies primarily for the telecommunications industry. | |
| (d) | During the last five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto, have been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto, have been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of the Reporting Persons is organized under the laws of the United Kingdom. Schedule I sets forth the citizenship of each person listed thereon. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is amended and restated in its entirety with the following:
The information set forth or incorporated by reference in Item 4, Item 5 and Item 6 of this Amendment No. 2 is incorporated by reference in this Item 3.
Funds for the purchase by the Reporting Persons of the shares of Class A Common Stock and the Note were derived from the proceeds of an internal loan from the Reporting Persons' affiliate, Vodafone Finance Limited. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Conversion of Convertible Security Investment
As previously reported, on January 16, 2024, the Issuer entered into a Convertible Security Investment Agreement (the "Convertible Security Agreement") with VVL and the other investors named therein for the issuance of convertible notes in an aggregate amount of up to $110,000,000. Pursuant to the Convertible Security Agreement, VVL purchased a convertible note in a principal amount of $25,000,000 (the "Note").
On January 22, 2025, the Issuer exercised its option to convert the Note, including interest earned thereon, into 4,471,743 shares of Class A Common Stock. The conversion was subject to any required governmental approval, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which expired March 10, 2025. The 4,471,743 shares of Class A Common Stock were issued on March 11, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons set forth in Rows 7 through 13 of the respective cover pages to this Schedule 13D are incorporated herein by reference.
The aggregate number of shares of Class A Common Stock beneficially owned includes (i) 1,000,000 shares of Class A Common Stock, (ii) 4,471,743 shares of Class A Common Stock issuable upon conversion of the Note, and (iii) 9,044,454 AST Common Units. In addition, the Reporting Persons beneficially own 9,044,454 shares of Class B Common Stock of the Issuer. The Reporting Persons may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Persons would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
The Reporting Persons' aggregate percentage of beneficial ownership is approximately 6.0% of the outstanding shares of the Class A Common Stock. Calculation of the percentage of Class A Common Stock beneficially owned assumes (i) 227,101,453 shares of Class A Common Stock outstanding as of February 27, 2025, as reported by the Issuer, (ii) the issuance of 4,471,743 shares on conversion of the Note and (iii) conversion of the 9,044,454 AST Common Units referred to above into shares of Class A Common Stock. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as described in this Schedule 13D, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement dated April 16, 2021 (incorporated by reference to Exhibit 1 to the Statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on April 16, 2021)
Exhibit 7: Convertible Security Investment Agreement, dated as of January 16, 2024, and Form of Note (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on January 18, 2024)
Exhibit 8: Form of Investor and Registration Rights Agreement, dated as of January 16, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on January 18, 2024) | ||
| 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.
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