SCHEDULE 13D/A: Vodafone Converts $25 Million Note, Solidifying 6% Stake in AST SpaceMobile

Vodafone Ventures Limited and Vodafone Group Plc have increased their beneficial ownership in AST SpaceMobile, Inc. to 6.0% following the conversion of a $25 million convertible note into Class A Common Stock.

Summary

• Vodafone Ventures Limited and Vodafone Group Plc have filed an Amendment No. 2 to their Schedule 13D, updating their beneficial ownership in AST SpaceMobile, Inc.
• The primary reason for this amendment is the conversion of a $25,000,000 convertible note, held by Vodafone Ventures Limited, into 4,471,743 shares of AST SpaceMobile's Class A Common Stock.
• The conversion was completed on March 11, 2025, after the expiration of the Hart-Scott-Rodino Antitrust Improvements Act waiting period on March 10, 2025.
• As a result, the Reporting Persons (Vodafone Ventures Limited and Vodafone Group Plc) now beneficially own an aggregate of 14,516,197 shares of Class A Common Stock.
• This aggregate beneficial ownership represents approximately 6.0% of AST SpaceMobile's outstanding Class A Common Stock, calculated based on 227,101,453 shares outstanding as of February 27, 2025.
• The total beneficial ownership includes 1,000,000 existing Class A Common Stock shares, the 4,471,743 newly converted Class A Common Stock shares, and 9,044,454 AST Common Units, which are convertible into Class A Common Stock.
• The Reporting Persons also beneficially own 9,044,454 shares of Class B Common Stock, which would be forfeited upon the redemption or exchange of AST Common Units for Class A Common Stock.

Sentiment

Score: 7

Explanation: The document reflects a positive development as a major strategic investor (Vodafone) has converted its convertible note, solidifying and increasing its direct equity stake in AST SpaceMobile. This indicates continued confidence and commitment, which is generally viewed favorably by the market.

Positives

• Vodafone's conversion of its $25 million convertible note into Class A Common Stock demonstrates continued commitment and confidence in AST SpaceMobile's strategic direction and future prospects.
• The successful completion of the conversion process, including the expiration of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, removes a regulatory hurdle for this portion of Vodafone's investment.

Risks

• The document does not explicitly detail new or ongoing risks to AST SpaceMobile's operations or financial health; it primarily reports a change in beneficial ownership.

Future Outlook

The document primarily reports a completed transaction (note conversion) and updated beneficial ownership. It does not provide explicit forward-looking statements or guidance regarding AST SpaceMobile's future operations or financial performance.

Industry Context

This filing highlights Vodafone's continued strategic investment in AST SpaceMobile, a company focused on building a space-based cellular broadband network. This aligns with broader industry trends towards expanding global connectivity, leveraging satellite technology to complement traditional terrestrial networks, and potentially reaching underserved areas. Vodafone, as a major telecommunications provider, is positioning itself to benefit from and participate in the evolving landscape of mobile connectivity.

Comparison to Industry Standards

• The document is a beneficial ownership filing (Schedule 13D) and does not contain financial performance data or project results that would allow for a direct comparison to global benchmarks or specific comparable companies/projects. It focuses solely on Vodafone's stake in AST SpaceMobile.

Legal Proceedings

• The filing states that neither the Reporting Persons nor, to their knowledge, any of the persons listed on Schedule I have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

• Funds for the purchase of the Class A Common Stock and the convertible note by the Reporting Persons were derived from the proceeds of an internal loan from Vodafone Finance Limited, an affiliate of the Reporting Persons.

Stakeholder Impact

• **Shareholders:** Vodafone's increased direct equity stake (through conversion of a note) signals continued strategic alignment and potential long-term support, which could be viewed positively by existing and prospective shareholders of AST SpaceMobile.

Key Dates

Recommendation

Keywords

AST SpaceMobile, Vodafone, SEC filing, Schedule 13D, beneficial ownership, convertible note, Class A Common Stock, Class B Common Stock, AST Common Units, telecommunications, satellite broadband