Sec Form 4 Filing - Mikitani Hiroshi @ AST SpaceMobile, Inc. - 2024-10-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mikitani Hiroshi 2. Issuer Name and Ticker or Trading Symbol AST SpaceMobile, Inc. [ ASTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RAKUTEN MOBILE, INC. RAKUTEN CRIMSON, HOUSE, 1-14-1 TAMAGAWA, SETAGAYA-KU 3. Date of Earliest Transaction (MM/DD/YY) 10/10/2024 (Street) TOKYO, M0158-0094 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 10/10/2024 A 28,520,155 A 31,020,155 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units ( 4 ) 10/10/2024 D 28,520,155 ( 4 ) ( 4 ) Class A Common Stock < span class="form4-data"> 28,520,155 ( 1 ) ( 2 ) 0 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mikitani Hiroshi C/O RAKUTEN MOBILE, INC. RAKUTEN CRIMSON HOUSE, 1-14-1 TAMAGAWA, SETAGAYA-KU TOKYO, M0158-0094 X X Signatures /s/ Hiroshi Mikitani 10/10/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Rakuten Mobile USA Service Inc. ("Rakuten USA"), which is a subsidiary of Rakuten Mobile, Inc. ("Rakuten Mobile") and part of the Rakuten Group, of which Mr. Hiroshi Mikitani, a member of the Issuer's Board of Directors, is the founder, Chairman and Chief Executive Officer, completed a series of transactions with subsidiaries of the Issuer (the "Mergers") that resulted in the acquisition by Rakuten Mobile of 28,520,155 shares of the Issuer's Class A Common Stock. As part of the Mergers, the 28,520,155 shares of Class B Common Stock previously held by Rakuten USA were transferred to the Issuer and cancelled. In addition, the Issuer received the 28,520,155 Common Units of AST & Science LLC, a subsidiary of the Issuer, that were held by Rakuten USA prior to the Mergers. ( 2 )As part of the Mergers, AST SpaceMobile Holdings III, LLC, a newly formed wholly owned subsidiary of the Issuer, merged with and into Rakuten USA, with Rakuten USA surviving such merger (the "First Merger") and, immediately following the First Merger, Rakuten USA merged with and into AST SpaceMobile Holdings IV, LLC, a newly formed wholly owned subsidiary of the Issuer ("AST Holdings"), with AST Holdings surviving such merger (the "Second Merger"). After giving effect to the Second Merger, the separate corporate existence of Rakuten USA ceased. ( 3 )Securities held of record by Rakuten Mobile. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Mobile and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. ( 4 )The Common Units of the Issuer were eligible to be redeemed by Rakuten USA at any time after April 6, 2022 for shares of the Issuer's Class A Common Stock on a one-to-one basis. The Common Units do not expire.

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