Amendment: SEC Form SCHEDULE 13D/A filed by AST SpaceMobile Inc.
$ASTS
Telecommunications Equipment
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
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AST SpaceMobile, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
00217D100 (CUSIP Number) |
Abel Avellan
c/o AST SpaceMobile, Inc., Midland Intl., Air & Space Port, 2901 Enterprise Lane
Midland, TX, 79706
(432) 276-3966
c/o AST SpaceMobile, Inc., Midland Intl., Air & Space Port, 2901 Enterprise Lane
Midland, TX, 79706
(432) 276-3966
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/22/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 00217D100 |
| 1 |
Name of reporting person
Abel Avellan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
78,252,625.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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) 89,547 shares of Class A Common Stock of AST SpaceMobile, Inc. (the "Issuer") and (ii) 78,163,078 shares of Class A Common Stock of 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.
As discussed in Item 2 of the Original Filing (as defined herein), the other Stockholder Parties (as defined in the Original Filing) 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 (11) in Row (13) is based upon approximately 376,909,461 shares of Class A Common Stock outstanding comprised of (i) 298,746,383 shares of Class A Common Stock outstanding as of May 7, 2026, and (ii) approximately 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 an 71.6% 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. 18 TO SCHEDULE 13D
This Amendment No. 18 to Schedule 13D (this "Amendment No. 18") 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. 17 to Schedule 13D filed by Mr. Avellan with the SEC on March 3, 2026 ("Amendment No. 17"), as amended by Amendment No. 16 to Schedule 13D filed by Mr. Avellan with the SEC on November 21, 2025 ("Amendment No. 16"), as amended by Amendment No. 15 to Schedule 13D filed by Mr. Avellan with the SEC on October 31, 2025 ("Amendment No. 15"), 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"), 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. 18 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, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17 as specifically set forth herein, and except as set forth herein no other changes have been made to the prior filings.
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.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
AST SpaceMobile, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Midland Intl. Air & Space Port, 2901 Enterprise Lane, Midland,
TEXAS
, 79706. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to include the following:
On June 22, 2026, AA Gables 2, LLC ("AA Gables 2"), a Delaware limited liability company of which the Reporting Person is the sole member and managing member, entered into a variable prepaid forward transaction with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of Class A Common Stock. The Reporting Person entered into the transaction for personal financial planning purposes, including to provide liquidity for taxes and other general purposes, while retaining voting rights in the pledged securities during the term of the transaction, as described in Item 6.
The information set forth in Item 6 of this Amendment No. 18, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is amended and restated to read as follows:
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: 78,252,625
Percent of class: 20.8%
Number of shares the Reporting Person has: |
| (b) | i. Sole power to vote or direct the vote: 78,252,625
ii. Shared power to vote: 0
iii. Sole power to dispose or direct the disposition of: 78,252,625
iv. 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, Amendment No. 15, Amendment No. 16, Amendment No. 17 and this Amendment No. 18, and the Reporting Person expressly disclaims beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties. |
| (c) | During the past 60 days (other than as set forth in this Amendment No. 18), the Reporting Person has not effected any transactions with respect to the Class A Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On June 22, 2026, AA Gables 2 entered into a master confirmation (the "Master Confirmation"), supplemental confirmation (the "Supplemental Confirmation") and pricing notice (the "Pricing Notice") under Rule 144 of the Securities Act of 1933, as amended in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables 2 to deliver to the dealer up to 2,500,000 Subject Shares (or, at AA Gables 2's election, an equivalent amount of cash) on specified dates in March of 2028. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). The number of Component Shares (or the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price").
The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables 2 elects cash settlement), to be delivered to the dealer on the settlement date of each component will be determined as follows: (A) if the Settlement Price is less than or equal to $59.58 (the "Floor Price"), AA Gables 2 will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $111.72 (the "Cap Price"), but greater than the Floor Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price is greater than the Cap Price, AA Gables 2 will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price.
In exchange for assuming this obligation, AA Gables 2 received an upfront aggregate cash payment of approximately $146.7 million. AA Gables 2 has pledged 2,500,000 AST Common Units (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables 2 will retain voting rights in the Pledged Securities during the term of the Forward Contract.
The foregoing description of the transaction does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Master Confirmation, the Supplemental Confirmation and the Pricing Notice, which are filed as Exhibits 9, 10 and 11 hereto, respectively.
In connection with the Forward Contract, also on June 22, 2026, the Issuer, AST and AA Gables 2 entered into an Issuer Agreement which addresses the pledge of the Pledged Securities and certain other obligations and undertakings of the parties thereto in connection with the Forward Contract (the "Issuer Agreement"). The foregoing description of Issuer Agreement does not purport to be complete and is subject to, and qualified in its entirety by the Issuer Agreement which is filed as Exhibit 12 hereto. | |
| Item 7. | Material to be Filed as Exhibits. |
9 Master Confirmation, dated June 22, 2026
10 Supplemental Confirmation, dated June 22, 2026*
11 Pricing Notice, dated June 22, 2026*
12 Issuer Agreement, dated June 22, 2026
*Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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