SC 13D/A

Abel Avellan, AST SpaceMobile's chairman and CEO, entered into a variable prepaid forward contract on November 20, 2024, through his entity AA Gables LLC, receiving approximately $42 million in upfront cash in exchange for an obligation to deliver up to 2.5 million shares of Class A Common Stock in January 2026, with the number of shares determined by volume-weighted average pricing between a floor of $18.24 and cap of $34.20 per share. Avellan pledged 2.5 million AST Common Units to secure the obligation while retaining voting rights, and maintains beneficial ownership of 78.2 million shares representing 28.1 percent of the Class A Common Stock outstanding.