Amended Statement of Beneficial Ownership (sc 13d/a)
13 Dezembro 2022 - 7:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
Amendment
No. 1*
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,
Texas 79706
(432)
276-3966
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
2, 2022
(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. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
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).
| CUSIP
No. 00217D100 |
|
13D |
|
Page
2 of 4 Pages |
| 1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
BOX 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
(1) |
| 8. |
SHARED
VOTING POWER
0 |
| 9. |
SOLE
DISPOSITIVE POWER
78,163,078 |
| 10. |
SHARED
DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,163,078
(1) (See Item 5) |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.3%
(2) |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| CUSIP
No. 00217D100 |
|
13D |
|
Page
3 of 4 Pages |
| (1) | 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 C 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,
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 this Schedule 13D, 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
percentage reported in this Schedule 13D are based upon approximately 149,373,568 shares
of Class A Common Stock outstanding comprised of (i) 71,210,490 shares of Class A Common
Stock outstanding as of December 2, 2022, and (ii) approximately 78,163,078 shares of Class
A Common Stock issuable upon the redemption 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 86.51% 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. 1 TO SCHEDULE 13D
This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by Mr. Abel Avellan with the Securities and Exchange Commission
(the “SEC”) on February 5, 2022 (the “Schedule 13D”).
This
Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
All
capitalized terms contained herein but not otherwise defined shall have the meanings ascribed as such terms in Schedule 13D. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item
5. Interest in Securities of the Issuer.
Item
5 is amended and restated to read as follows:
On
December 2, 2022, the Issuer closed its offering of 13,636,364 shares of its Class A Common Stock, which increased its total number of
outstanding shares of Class A Common Stock to 71,210,490. This offering followed the issuance and sale of 4,454,084 shares of Class A
Common Stock under the Common Stock Purchase Agreement and Equity Distribution Agreement, as described in the Issuer’s prospectus
supplement dated November 29, 2022 (such issuance and sale of shares, together with the most recent offering, the “Outstanding
Class A Share Increase”). As a result of the Outstanding Class A Shares Increase, the percentage of outstanding shares of 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 the Schedule 13D.
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:
(a)
– (b)
| ● | Amount
beneficially owned: 78,163,078 |
| | | |
| ● | Percent
of class: 52.3% |
| | | |
| ● | Number
of shares the Reporting Person has: |
| i. | Sole
power to vote or direct the vote: 78,163,078 |
| | | |
| ii. | Shared
power to vote: 0 |
| | | |
| iii. | Sole
power to dispose or direct the disposition of: 78,163,078 |
| | | |
| 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 common
units of AST held of record by the Reporting Person.
As
discussed in Item 2 of Schedule 13D, the other Stockholder Parties are not included as reporting persons in the Schedule 13D and this
Amendment No. 1 to Schedule 13D, and the Reporting Persons 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.
| CUSIP
No. 00217D100 |
|
13D |
|
Page
4 of 4 Pages |
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.
| Date:
December 13, 2022 |
By: |
/s/
Abel Avellan |
| |
Name:
|
Abel
Avellan |
| |
Title: |
AST
SpaceMobile, Inc.
|
| |
|
Chairman
and Chief Executive Officer |
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