SCHEDULE: Abel Avellan's Stake in AST SpaceMobile Diluted to 23.0% Following New Share Issuances

Abel Avellan's beneficial ownership percentage in AST SpaceMobile, Inc. decreased to 23.0% due to an increase in the total outstanding Class A Common Stock from recent offerings, not from any sale of his shares.

Summary

• Abel Avellan's beneficial ownership of AST SpaceMobile, Inc. Class A Common Stock is 78,163,078 shares.
• This represents 23.0% of the total outstanding Class A Common Stock.
• The percentage decreased by more than 1% since the previous filing (Amendment No. 13).
• The decrease is solely due to an increase in the Issuer's total outstanding Class A Common Stock, not due to any transactions by Mr. Avellan.
• Total Class A Common Stock outstanding is now 340,437,005 shares, including 262,273,927 shares outstanding as of July 11, 2025, and 78,163,078 shares issuable to Mr. Avellan.
• The increase in outstanding shares resulted from a registered direct offering, a concurrent repurchase of $225.0 million of 4.25% convertible senior notes due 2032, and sales under an at-the-market (ATM) facility.
• Mr. Avellan maintains a 74.1% voting interest in the Issuer through his ownership of Class C Common Stock.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While dilution occurred for the reporting person's percentage, it was due to company-level capital raising activities which are generally positive for funding operations and debt management. The reporting person did not sell shares, indicating continued commitment. The high voting control remains.

Positives

• The company successfully completed a registered direct offering and utilized an at-the-market facility, indicating access to capital markets.
• The company repurchased $225.0 million principal amount of its 4.25% convertible senior notes due 2032, which could reduce future debt obligations and interest expense.
• Abel Avellan, the reporting person, did not sell any Class A Common Stock or any other securities of the company, indicating continued commitment from a key insider.
• Abel Avellan retains a significant 74.1% voting interest, maintaining strong control.

Negatives

• Abel Avellan's beneficial ownership percentage of Class A Common Stock was diluted by more than 1% due to new share issuances.

Risks

• Dilution of existing Class A Common Stock shareholders due to new share issuances.
• Potential for further dilution from the at-the-market (ATM) facility.

Future Outlook

The company has recently completed capital raising activities through a registered direct offering and an at-the-market facility, which suggests a focus on strengthening its financial position or funding future operations. The repurchase of convertible notes indicates a proactive approach to managing debt.

Management Comments

• The Reporting Person did not redeem or exchange AST Common Units as of July 11, 2025.
• The Reporting Person expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties.
• Mr. Avellan did not sell any Class A Common Stock or any other securities of the Company.

Industry Context

The satellite communications and space technology industry is highly capital-intensive, often requiring significant funding for research, development, and deployment of infrastructure. Companies in this sector frequently engage in equity offerings and debt management to finance their ambitious projects, such as building global satellite networks. The recent capital raise by AST SpaceMobile aligns with this industry trend of securing substantial capital to support long-term growth and operational scale.

Comparison to Industry Standards

• The capital raising activities, including a registered direct offering and an at-the-market (ATM) facility, are common financing strategies for growth-stage companies in the space and satellite industry, similar to how companies like SpaceX (Starlink) or OneWeb have raised significant capital to fund their constellation deployments.
• The repurchase of convertible notes is a debt management strategy that can be seen across various capital-intensive industries, aiming to reduce future interest burdens or manage debt maturity profiles, comparable to actions taken by established telecommunications or infrastructure companies.
• Abel Avellan's substantial voting interest (74.1%) through Class C Common Stock is a governance structure often seen in founder-led technology companies, such as Meta (Mark Zuckerberg) or Google (Larry Page and Sergey Brin), designed to ensure long-term strategic control despite equity dilution.

Stakeholder Impact

• Shareholders: Existing Class A Common Stock shareholders experienced dilution in their percentage ownership due to new share issuances, but the capital raise could strengthen the company's financial position.
• Creditors: The repurchase of convertible notes reduces the company's outstanding debt, potentially improving its credit profile.

Next Steps

• Continued operation of the at-the-market (ATM) facility for future share issuances.
• Potential future redemptions or exchanges of AST Common Units by the Reporting Person for Class A Common Stock or cash.

Key Dates

Recommendation

Keywords

AST SpaceMobile, Abel Avellan, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class C Common Stock, Share Dilution, Equity Offering, Convertible Notes Repurchase, ATM Facility, Satellite Communications, Space Technology