|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
AST SpaceMobile, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
00217D100 (CUSIP Number) |
Vodafone Ventures Limited Attn: Vodafone Group General Counsel, Vodafone House, The Connection Newbury, Berkshire, X0, RG14 2FN 016-353-3251 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. | 00217D100 |
| 1 |
Name of reporting person
Vodafone Ventures Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,516,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 00217D100 |
| 1 |
Name of reporting person
Vodafone Group Plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,516,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| 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 1 Comment:
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. | ||
| Item 2. | Identity and Background | |
| (a) | 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. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | The Reporting Persons have not effected any transactions with respect to the Class A Common Stock within the past 60 days. | |
| (d) | None | |
| (e) | 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. | |
| Item 7. | Material to be Filed as Exhibits. | |
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) | ||
| 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.
|
|
|
|
|