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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001123292-25-000130 0001855428 XXXXXXXX LIVE 3 Class A Common Stock 01/29/2026 false 0001780312 00217D100 AST SpaceMobile, Inc. Midland Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 Vodafone Ventures Limited 016-353-3251 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 5 CO The shares reported in rows (7) - (11) consist of (i) 5,471,743 shares of Class A Common Stock (the "Class A Common Stock") of AST SpaceMobile, Inc. (the "Issuer") 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) 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 on November 10, 2025 and (ii) 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 5 CO The shares reported in rows (7) - (11) consist of (i) 5,471,743 shares of Class A Common Stock and (ii) 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) 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 on November 10, 2025 and (ii) 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 Intl. Air & Space Port 2901 Enterprise Lane Midland TX 79706 This Amendment No. 3 ("Amendment No. 3") 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 and Amendment No. 2 thereto filed on March 12, 2025 (such Schedule 13D, as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. This Amendment No. 3 is being filed to report that the Reporting Persons ceased to be a beneficial owner of more than five percent of the outstanding shares of Class A Common Stock 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 Persons. The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached hereto. 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 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 Reporting Persons have not effected any transactions with respect to the Class A Common Stock within the past 60 days. None The Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer's Class A Common Stock as a result of an increase is the number of outstanding shares of the class, as reported by the Issuer, effective November 10, 2025 and not as a result of any transactions by the Reporting Persons. 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) Vodafone Ventures Ltd /s/ Timothy Boddy Timothy Boddy, Director 02/17/2026 Vodafone Group Plc /s/ Maaike de Bie Maaike de Bie, Group General Counsel & Company Secretary 02/17/2026