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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001493152-22-006680 0001680225 XXXXXXXX LIVE 15 Class A Common Stock 10/29/2025 false 0001780312 00217D100 AST SpaceMobile, Inc. Midland Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 Abel Avellan (432) 276-3966 Midland Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 0001680225 N Abel Avellan PF N X1 78163078.00 0.00 78163078.00 0.00 78163078.00 N 22.0 IN (1) The Aggregate Amount Beneficially Owned by Each Reporting Person in Row (11) with Sole Voting Power in Row (7) and Sole Dispositive Power in Row (9) comprised of (i) 78,163,078 shares of Class A Common Stock of AST SpaceMobile, Inc. (the "Issuer") that may be issued upon redemption by the Reporting Person of 78,163,078 common units (the "AST Common Units") of AST & Science LLC ("AST"). In addition, the Reporting Person beneficially owns 78,163,078 shares of Class C Common Stock of the Issuer (the "Class C Common Stock"). Each share of Class A Common Stock carries one vote per share and each share of Class C Common Stock carries ten votes per share and no economic rights. From and after April 6, 2022, the Reporting Person may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, under certain circumstances and at the election of the Issuer, a cash payment based on the value of Class A Common Stock. At the time of any redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class C Common Stock to the Issuer. The Reporting Person did not redeem or exchange AST Common Units as of October 29, 2025. As discussed in Item 2 of the Original Filing, the other Stockholder Parties (as defined herein) 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. (2) The Percent of Class Represented by Amount in Row (13) are based upon 355,703,678 shares of Class A Common Stock outstanding comprised of (i) 277,540,600 shares of Class A Common Stock outstanding as of October 29, 2025, and (ii) 78,163,078 shares of Class A Common Stock issuable upon the redemption or exchange of the AST Common Units owned by the Reporting Person. This percentage does not represent the Reporting Person's current voting interest in the Issuer, as the Reporting Person has a 73.0% voting interest in the Issuer by virtue of his ownership of all of the shares of Class C Common Stock of the Issuer. AMENDMENT NO. 15 TO SCHEDULE 13D This Amendment No. 15 to Schedule 13D (this "Amendment No. 15") 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. 14 to Schedule 13D filed by Mr. Avellan with the SEC on July 15, 2025 ("Amendment No. 14"), as amended by Amendment No. 13 to Schedule 13D filed by Mr. Avellan with the SEC on June 20, 2025 ("Amendment No. 13"), Amendment No. 12 to Schedule 13D filed by Mr. Avellan with the SEC on January 27, 2025 ("Amendment No. 12"), as amended by Amendment No. 11 to Schedule 13D filed by Mr. Avellan with the SEC on November 20, 2024 ("Amendment No. 11"), as amended by Amendment No. 10 to Schedule 13D filed by Mr. Avellan with the SEC on October 15, 2024 ("Amendment No. 10"), 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. 15 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, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13 and Amendment No. 14 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. Class A Common Stock AST SpaceMobile, Inc. Midland Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 Item 5 is amended and restated to read as follows: As a result of the increase in outstanding shares of Class A Common Stock from (i) a registered direct offering of 2,048,849 shares of the Company's Class A common stock to repurchase $50.0 million principal amount of its outstanding 4.25% convertible senior notes due 2032, which transaction was completed on October 29, 2025, and (ii) the issuance and sale of shares of Class A Common Stock under the at-the market ("ATM") facility pursuant to the Equity Distribution Agreement as described in the Issuer's prospectus supplements dated October 7, 2025, 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. 14. Mr. Avellan did not sell any Class A Common Stock or any other securities of the Company. 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: Amount beneficially owned: 78,163,078 Percent of class: 22.0% Sole power to vote or direct the vote: 78,163,078 Shared power to vote: 0 Sole power to dispose or direct the disposition of: 78,163,078 Shared power to dispose or direct the disposition of: 0 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, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14 and this Amendment No. 15, and the Reporting Person expressly disclaims beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties. During the past 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock. None Not applicable Abel Avellan /s/ Abel Avellan AST SpaceMobile, Inc. Chairman and Chief Executive Officer 10/30/2025