[SCHEDULE 13D/A] AST SpaceMobile, Inc. SEC Filing

Rhea-AI Filing Summary

AST SpaceMobile, Inc. (NASDAQ: ASTS) – Schedule 13D/A (Amendment No. 13) updates the beneficial ownership position of founder, Chairman and CEO Abel Avellan.

The filing reports that Avellan continues to hold 78,163,078 AST Common Units, exchangeable 1-for-1 into Class A common stock, and an equal number of Class C shares that carry ten votes each but no economic rights. Although the absolute share count under his control is unchanged, the company’s outstanding Class A share base has risen—primarily from shares sold through the at-the-market (ATM) facility referenced in prospectus supplements dated 5 May 2025 and 5 Sep 2024. As a result, Avellan’s economic ownership falls to 24.0 % of Class A, a drop of more than 1 percentage point versus the prior filing (Amendment No. 12).

Despite the dilution, Avellan retains 75.1 % of total voting power owing to the super-voting Class C structure. The amendment confirms that no shares were sold or otherwise transferred by the insider during the period, and no other Stockholder Parties are deemed reporting persons. Voting, dispositive and investment control remain entirely with Avellan: sole voting power 78.16 M; shared voting power 0; sole dispositive power 78.16 M.

No other material changes, transactions or financial metrics are disclosed. The amendment is filed solely to reflect dilution from the company’s equity issuance and does not indicate any change in Avellan’s strategic stance or governance role.

Positive

• No insider selling: Avellan maintained his entire 78.16 M share position, signalling continued confidence in ASTS.
• Management stability: 75.1 % voting control remains intact, ensuring strategic continuity for investors focused on long-term execution.

Negative

• Dilution: Insider ownership percentage fell more than 1 % due to additional shares issued via the ATM program, modestly diluting existing shareholders.
• Governance concentration: Super-voting Class C structure keeps decision-making power with one individual, limiting minority shareholder influence.

Insights

Equity Research Analyst

TL;DR – Insider stake dips to 24% due to ATM dilution; absolute share count unchanged, control intact.

From an equity-holder’s perspective this amendment is largely administrative. The underlying insider commitment—78.2 M shares—has not moved, signalling steady confidence. The percentage drop stems from ordinary-course ATM issuance previously disclosed by the company, not from insider selling. Dilution is modest relative to the 325.7 M share base and slightly negative for existing holders, but Avellan’s 75% voting control remains, limiting potential governance shifts. Net impact: neutral to mildly negative on the margin.

Corporate Governance Specialist

TL;DR – Super-voting structure keeps 75% control despite reduced economic stake.

The filing underscores the asymmetry between economic and voting interests. Even after dilution, Avellan’s Class C shares sustain overwhelming voting dominance, which may deter activist influence and preserve strategic continuity. While this assures management stability, investors must recognise limited say-on-pay or directional input. Since no transactions occurred, market impact is limited; governance profile, however, remains highly concentrated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

AST SpaceMobile, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

00217D100

(CUSIP Number)

Abel Avellan
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)

06/18/2025

(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

CUSIP No. 00217D100

1

Name of reporting person

Abel Avellan

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)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 78,163,078.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 78,163,078.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

78,163,078.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.0 %

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) 78,163,078 shares of Class A Common Stock of AST SpaceMobile, Inc. (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. The Reporting Person did not redeem or exchange AST Common Units as of June 18, 2025. As discussed in Item 2 of the Original Filing, the other Stockholder Parties (as defined herein) 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 (13) are based upon 325,747,859 shares of Class A Common Stock outstanding comprised of (i) 247,584,781 shares of Class A Common Stock outstanding as of June 18, 2025, and (ii) 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 a 75.1% 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. 13 TO SCHEDULE 13D This Amendment No. 13 to Schedule 13D (this "Amendment No. 13") 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. 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"), as amended by 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. 13 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, and Amendment No. 12 as specifically set forth herein and is being filed solely 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 Person. 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

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 5.	Interest in Securities of the Issuer
(a)	Item 5 is amended and restated to read as follows: As a result of increase in outstanding shares of Class A Common Stock from the issuance and sale of shares of Class A Common Stock under the at-the market ("ATM") facility pursuant to the Equity Distribution Agreement as described in the Issuer's prospectus supplements dated May 13, 2025 and September 5, 2024, respectively, the percentage of outstanding shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own was reduced by more than one percent (1%) of the Issuer's shares of Class A Common Stock outstanding since the filing of Amendment No. 12. Mr. Avellan did not sell any Class A Common Stock or any other securities of the Company. 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: 78,163,078 Percent of class: 24.0%
(b)	Sole power to vote or direct the vote: 78,163,078 Shared power to vote: 0 Sole power to dispose or direct the disposition of: 78,163,078 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 and this Amendment No. 13, 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, the Reporting Person has not effected any transactions with respect to the Class A Common Stock.
(d)	None
(e)	Not applicable

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.

Abel Avellan

Signature:	/s/ Abel Avellan
Name/Title:	AST SpaceMobile, Inc. Chairman and Chief Executive Officer
Date:	06/20/2025

FAQ

How many ASTS Class A shares does Abel Avellan currently beneficially own?

He beneficially owns 78,163,078 Class A shares (via exchangeable AST Common Units).

What percentage of AST SpaceMobile’s Class A stock does this represent after Amendment 13?

It represents 24.0 % of the Class A shares outstanding.

Did Abel Avellan sell any ASTS shares according to this Schedule 13D/A?

No. The filing states he did not effect any transactions in the past 60 days.

Why did Avellan’s ownership percentage decline if he didn’t sell shares?

The percentage fell because ASTS issued new shares through its ATM equity facility, expanding the overall share count.

What is Abel Avellan’s current voting power in AST SpaceMobile?

He controls approximately 75.1 % of the company’s voting rights via Class C super-voting shares.