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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 0001193125-24-010287 0001855428 XXXXXXXX LIVE 2 Class A Common Stock 03/10/2025 false 0001780312 00217D100 AST SpaceMobile, Inc. Midland International Air & Space Port 2901 Enterprise Lane Midland TX 79706 Vodafone Ventures Limited 0163533251 Attn: Vodafone Group General Counsel Vodafone House, The Connection Newbury, Berkshire X0 RG14 2FN 0001855428 Vodafone Ventures Ltd OO X0 0 14516197 0 14516197 14516197 N 6 CO 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. Y Vodafone Group Plc OO X0 0 14516197 0 14516197 14516197 N 6 CO 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. Class A Common Stock AST SpaceMobile, Inc. Midland International Air & Space Port 2901 Enterprise Lane Midland TX 79706 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. 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. The principal business address of each of the Reporting Persons is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom. 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. 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. 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. 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 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 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. 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. See Item 5(a) above. 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. None. Not applicable. 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) Vodafone Ventures Ltd /s/ Timothy Boddy Timothy Boddy, Director of Ventures 03/12/2025 Vodafone Group Plc /s/ Maaike de Bie Maaike de Bie, Group General Counsel and Company Secretary 03/12/2025