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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001053507 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.0001 per share 12/09/2025 false 0001780312 00217D100 AST SpaceMobile, Inc. Midland Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 American Tower Corporation (617) 375-7500 222 Berkeley St. Boston MA 02116 0001053507 N American Tower Corporation b OO N DE 2382036 0 2382036 0 2382036 N 0.84 CO The amount in row 11 is comprised of (i) 211,379 shares of Class A Common Stock of AST SpaceMobile, Inc. (the "Issuer") (the "Class A Common Stock") and (ii) 2,170,657 common units (the "LLC Units") of AST & Science LLC ("AST LLC"). In addition, the Reporting Persons beneficially own 2,170,657 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"). Each share of Class A Common Stock carries one vote per share and each share of Class B Common Stock carries one vote per share and no economic rights. The Reporting Persons may redeem or exchange one LLC Unit for one share of Class A Common Stock or, under certain circumstances, a 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. As discussed in Item 2 of the Schedule 13D (as defined below), the other Stockholder Parties (as defined therein) are not included as reporting persons in this Schedule 13D, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties. This calculation in row 13 is based on the aggregate number of 282,230,456 shares of Class A Common Stock outstanding, which is the sum of (i) 277,628,960 outstanding shares of Class A Common Stock as of November 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025, (ii) 2,048,849 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 13, 2025, (iii) 381,990 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 14, 2025, and (iv) 2,170,657 LLC Units beneficially owned by the Reporting Persons that are redeemable for Class A Common Stock on a one-to-one basis. 0001857043 N ATC TRS II LLC b OO N DE 2382036 0 2382036 0 2382036 N 0.84 CO The amount in row 11 is comprised of (i) 211,379 shares of Class A Common Stock and (ii) 2,170,657 LLC Units. In addition, the Reporting Persons beneficially own 2,170,657 shares of Class B Common Stock. Each share of Class A Common Stock carries one vote per share and each share of Class B Common Stock carries one vote per share and no economic rights. The Reporting Persons may redeem or exchange one LLC Unit for one share of Class A Common Stock or, under certain circumstances, a 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. As discussed in Item 2 of the Schedule 13D (as defined below), the other Stockholder Parties (as defined therein) are not included as reporting persons in this Schedule 13D, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties. This calculation in row 13 is based on 282,230,456 shares of Class A Common Stock outstanding, which is the sum of (i) 277,628,960 outstanding shares of Class A Common Stock as of November 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025, (ii) 2,048,849 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 13, 2025, (iii) 381,990 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 14, 2025, and (iv) 2,170,657 LLC Units beneficially owned by the Reporting Persons that are redeemable for Class A Common Stock on a one-to-one basis. Class A Common Stock, par value $0.0001 per share AST SpaceMobile, Inc. Midland Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on April 16, 2021 (the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of AST SpaceMobile, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 amends and restates Items 5(a)-(c) as set forth below. Unless specified otherwise, capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. The responses set forth in rows 11 and 13 on the cover page to this Amendment No. 1 are incorporated by reference into this Item 5. The responses set forth in rows 7 through 10 on the cover page to this Schedule 13D are incorporated by reference into this Item 5. On December 9, 2025, the Reporting Persons sold an aggregate of 2,288,621 shares of Class A Common Stock pursuant to a block trade with Barclays Capital Inc. at a price of $69.75 per share. American Tower Corporation /s/ Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer 12/11/2025 ATC TRS II LLC /s/ Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer 12/11/2025