Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


X0202 SCHEDULE 13D/A 0001104659-24-107716 0001760624 XXXXXXXX LIVE 2 Class A Common Stock 04/14/2026 false 0001780312 00217D100 AST SpaceMobile, Inc. c/o Rakuten Mobile, Inc. 1-14-1 Tamagawa, Setagaya-Ku Tokyo M0 158-0094 Hiroshi Mikitani 81-50-5581-6910 c/o Rakuten Mobile, Inc. 1-14-1 Tamagawa, Setagaya-Ku Tokyo M0 158-0094 0002035591 N Rakuten Mobile, Inc. OO N M0 26080155.00 0.00 26080155.00 0.00 26080155.00 N 8.9 CO (1) Comprised of 26,080,155 shares of Class A Common Stock of the Issuer. As discussed in Item 2 of this Schedule 13D/A, the other Stockholder Parties (as defined herein) are not included as reporting persons in this Schedule 13D/A, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties. (2) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by the Issuer with the SEC on March 2, 2026 (the "Form 10-K"). 0001760624 N Hiroshi Mikitani OO N M0 26080155.00 0.00 26080155.00 0.00 26080155.00 N 8.9 IN (1) Comprised of 26,080,155 of Class A Common Stock of the Issuer. Hiroshi Mikitani ("Mr. Mikitani") is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. ("Rakuten Group") and Rakuten Mobile, Inc. ("Rakuten Mobile") and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile. Mr. Mikitani hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. As discussed in Item 2 of this Schedule 13D, 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 held by the other Stockholder Parties. (2) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K. 0001294591 N Rakuten Group, Inc. OO N M0 26080155.00 0.00 26080155.00 0.00 26080155.00 N 8.9 CO (1) Comprised of 26,080,155 of Class A Common Stock of the Issuer. Rakuten Mobile is a wholly-owned subsidiary of Rakuten Group. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Rakuten Group may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile. Rakuten Group hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. As discussed in Item 2 of this Schedule 13D, 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 held by the other Stockholder Parties. (2) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K. Class A Common Stock AST SpaceMobile, Inc. c/o Rakuten Mobile, Inc. 1-14-1 Tamagawa, Setagaya-Ku Tokyo M0 158-0094 This Schedule 13D/A (this "Schedule 13D/A") amends and supplements the Schedule 13D filed by the Reporting Persons (as defined below) on April 6, 2021 (the "Original Schedule 13D"), as amended by Amendment No.1 filed on October 10, 2024 ("Amendment No. 1") (the Original Schedule 13D, as amended and supplemented by Amendment No. 1 and this Schedule 13D/A) with respect to the Class A Common Stock. Capitalized terms used in this Schedule 13D/A and not defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. Item 2 of the Original Schedule 13D is hereby amended and restated as follows: This Schedule 13D/A is being filed by Rakuten Mobile, a corporation formed under the laws of Japan, Rakuten Group, a corporation formed under the laws of Japan, and Hiroshi Mikitani, a citizen of Japan (collectively, the "Reporting Persons"). The business address of the Reporting Persons is c/o Rakuten Mobile, Inc., 1-14-1 Tamagawa, Setagaya-Ku, Tokyo 158-0094 Japan. Rakuten Mobile is a wholly-owned subsidiary of Rakuten Group. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group and of Rakuten Mobile and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani and Rakuten Group may be deemed to be the beneficial owners of the securities beneficially owned by Rakuten Mobile. Mr. Mikitani and Rakuten Group hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. The Reporting Persons' primary business is the provision of internet services, with internet service businesses in e-commerce, travel, banking, marketing and media. Mr. Mikitani resigned from the Board of Directors of the Issuer effective January 13, 2026. The Reporting Persons, Abel Avellan ("Avellan"), Antares Technologies LLC ("Antares"), Vodafone Ventures Limited ("Vodafone"), ATC TRS II LLC ("American Tower") and New Providence Management LLC ("NPA Sponsor" and together with the Reporting Persons, Avellan, Antares, Vodafone and American Tower, the "Stockholder Parties") may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Shares beneficially owned by the Stockholder Parties, other than the Reporting Persons, are not the subject of this Schedule 13D/A and accordingly, none of the other Stockholder Parties is included as a reporting person. For a description of the relationship between Rakuten and the other Stockholder Parties, see Item 4 below. During the last five years, the Reporting Persons have not 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. Item 3 of the Original Schedule 13D is hereby amended to add the following: The information set forth in Items 4, 5 and 6 of this Schedule 13D/A is incorporated by reference into this Item 3. Item 4 of the Original Schedule 13D is hereby amended to add the following: Trading Plan On April 14, 2026, Rakuten Mobile entered into a trading plan with BofA Securities, Inc. ("BofA") (the "Trading Plan"). Pursuant to the Trading Plan, BofA will use commercially reasonable efforts to sell, on Rakuten's behalf and on an agency basis, up to 15,510,077 shares of Class A Common Stock (the "Sale Share") in open market transactions. The Sale Shares represent approximately 5.3% of the outstanding Class A Common Stock and approximately half of Rakuten's total holdings of Class A Common Stock. There is no assurance that the full number of Sale Shares will be sold under the Trading Plan. Rakuten Mobile is entitled to terminate sales under the Trading Plan at any time. The foregoing description of the Trading Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Trading Plan, a form of which is attached hereto as Exhibit 10 and incorporated herein by reference. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group and Rakuten Mobile and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Mikitani may be deemed to be the beneficial owner of the securities beneficially owned by Rakuten Mobile. Mr. Mikitani hereby disclaims beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. Amount beneficially owned: 26,080,155 shares of Class A Common Stock. Percent of Class: 8.9% Number of shares the Reporting Persons have: Sole power to vote or direct the vote: 26,080,155 shares of Class A Common Stock. Each share of Class A Common Stock carries one vote per share. Shared power to vote: 0 Sole power to dispose or direct the disposition of: 26,080,155 shares of Class A Common Stock. Shared power to dispose or direct the disposition of: 0 Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 292,637,039 shares of Class A Common Stock outstanding as of February 26, 2026, as reported in the Annual Report on Form 10-K. Except as described in this Schedule 13D/A, during the past 60 days, the Reporting Persons effected the following transactions with respect to Class A Common Stock: Date: April 14, 2026 Transaction: Sale Number of Shares: 1,690,000 Average Price Per Share: $91.4194 Date: April 15, 2026 Transaction: Sale Number of Shares: 1,350,000 Average Price Per Share: $86.2211 Date: April 16, 2026 Transaction: Sale Number of Shares: 1,900,000 Average Price Per Share: $89.4191 The sales set forth above were effected pursuant to the Trading Plan in open market transactions. None. Not applicable. The information set forth or incorporated by reference in Items 2, 3, 4 and 5 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 6. A form of the Trading Plan is attached hereto as Exhibit 10 and incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Exhibit No. 9: Joint Filing Agreement dated April 14, 2026, between Hiroshi Mikitani, Rakuten Group, Inc., and Rakuten Mobile, Inc. Exhibit No. 10: Form of Trading Plan. Rakuten Mobile, Inc. /s/ Atsushi Maeda Atsushi Maeda/Director, Executive Vice President and Chief Financial Officer 04/16/2026 Hiroshi Mikitani /s/ Hiroshi Mikitani Hiroshi Mikitani 04/16/2026 Rakuten Group, Inc. /s/ Kentaro Hyakuno Kentaro Hyakuno/Representative Director, Group Senior Executive Vice President 04/16/2026