Mikitani Amends AST SpaceMobile Stake Filing

TL;DR

Mikitani's Rakuten Mobile filed a 13D amendment for AST SpaceMobile. Watch for ownership changes.

AI Summary

Hiroshi Mikitani, through Rakuten Mobile, Inc., has filed an amendment (Amendment No. 1) to their Schedule 13D for AST SpaceMobile, Inc., as of October 10, 2024. This filing indicates a change in beneficial ownership, though specific details on the nature of the change or the exact percentage of shares held are not provided in this excerpt. The filing is related to the company formerly known as New Providence Acquisition Corp., which changed its name on June 20, 2019.

Why It Matters

This amendment signals a potential shift in significant ownership or control for AST SpaceMobile, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, warranting close monitoring.

Key Players & Entities

• Hiroshi Mikitani (person) — Filing person and authorized contact
• Rakuten Mobile, Inc. (company) — Filing entity and associated company
• AST SpaceMobile, Inc. (company) — Subject company
• New Providence Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ares of Class A Common Stock, par value $0.0001 per share (the “Class A Common St

Filing Documents

• tm2425926d1_sc13da.htm (SC 13D/A) — 72KB
• tm2425926d1_ex99-7.htm (EX-99.7) — 6KB
• tm2425926d1_ex99-8.htm (EX-99.8) — 105KB
• 0001104659-24-107716.txt ( ) — 184KB

Security and Issuer

Item 1. Security and Issuer This statement on Schedule 13D/A (the “Schedule 13D/A”) relates to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AST SpaceMobile, Inc., a Delaware corporation (the “Issuer”), whose principal executive office is located at Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706.

Identity and Background

Item 2. Identity and Background The Schedule 13D/A is being filed by Rakuten Mobile USA Service Inc., a corporation formed under the laws of Delaware (“Rakuten USA”), Rakuten Mobile, Inc. (“Rakuten”), a corporation formed under the laws of Japan, and Hiroshi Mikitani, a citizen of Japan (collectively, the “Reporting Persons”). The business address of the Reporting Persons is c/o Rakuten Mobile, Inc., Rakuten Crimson House, 1-14-1 Tamagawa, Setagaya-Ku, Tokyo 158-0094 Japan. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten and has voting and investment discretion with respect to the securities held of record by Rakuten. Mr. Mikitani is a member of the Board of Directors of the Issuer. The Reporting Persons’ primary business is the provision of internet services, with internet service businesses in e-commerce, travel, banking, marketing and media. The Reporting Persons, Abel Avellan (“Avellan”), Antares Technologies LLC (“Antares”), Vodafone Ventures Limited (“Vodafone”), ATC TRS II LLC (“American Tower”) and New Providence Management LLC (“NPA Sponsor” and together with the Reporting Persons, Avellan, Antares, Vodafone and American Tower, the “Stockholder Parties”) may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by the Stockholder Parties, other than the Reporting Persons, are not the subject of this Schedule 13D/A and accordingly, none of the other Stockholder Parties is included as a reporting person. For a description of the relationship between Rakuten and the other Stockholder Parties, see Item 4 below. During the last five years, the Reporting Persons have not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil p

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Original Schedule

Item 3 of the Original Schedule 13D is hereby amended to add the following: The information set forth in Items 4, 5 and 6 of this Schedule 13D/A is incorporated by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Original Schedule

Item 4 of the Original Schedule 13D is hereby amended to add the following: The information set forth in Items, 3, 5 and 6 of this Schedule 13D/A is incorporated by reference into this Item 4. Mergers Rakuten USA, which was a subsidiary of Rakuten 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 on October 10, 2024 (the “Mergers”) that resulted in the acquisition by Rakuten in a tax efficient manner of 28,520,155 shares of the Issuer’s Class A Common Stock. The Mergers were implemented pursuant to an Agreement and Plan of Merger, dated October 10, 2024 (the “Merger Agreement”), by and among Rakuten USA, Rakuten, AST SpaceMobile Holdings III, LLC, a newly formed wholly-owned subsidiary of the Issuer (“Merger Sub I”) and AST SpaceMobile Holdings IV, LLC, a newly formed wholly-owned subsidiary of the Issuer (“Merger Sub II”). 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 Transactions. As part of the Mergers, Merger Sub I, 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 Merger Sub II, with Merger Sub II surviving such merger (the “Second Merger”). After giving effect to the Second Merger, the separate corporate existence of Rakuten USA ceased. The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger Agreement, a copy of which is incl

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Original Schedule

Item 5 of the Original Schedule 13D is hereby amended to add the following: (a) – (b) · Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten and has voting and investment discretion with respect to the securities held of record by Rakuten. As such, Mr. Mikitani is deemed to be the beneficial owner of the securities held by Rakuten. · Amount beneficially owned: 31,020,155 shares of Class A Common Stock. · Percent of Class: 16.63% · Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 31,020,155 shares of Class A Common Stock. Each share of Class A Common Stock carries one vote per share. o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 31,020,155 shares of Class A Common Stock. o Shared power to dispose or direct the disposition of: 0 As discussed in Item 2 above, the other Stockholder Parties are not included as reporting persons in this Schedule 13D/A, and the Reporting Persons expressly disclaims beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties. (c) Except as described in this Schedule 13D/A, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock. (d) None. (e) As a result of the transactions described in Item 4, which description is incorporated herein by reference, Rakuten USA ceased to be the beneficial owner of any shares of Class A Common Stock of the Issuer. The filing of this Schedule 13D/A represents the final amendment to the Schedule 13D, and constitutes an exit filing, for Rakuten USA.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth or incorporated by reference in Items 2, 3, 4 and 5 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 6. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits EXHIBIT NO. DESCRIPTION 7 Joint Filing Agreement dated October 10, 2024. 8 Agreement and Plan of Merger, dated October 10, 2024, by and among Rakuten Mobile USA Service Inc., Rakuten Mobile, Inc., AST SpaceMobile Holdings III, LLC and AST SpaceMobile Holdings IV, LLC. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Date: October 10, 2024 By: /s/ Hiroshi Mikitani Name: Hiroshi Mikitani Rakuten Mobile USA Service Inc. By: /s/ Junya Yukawa Name: Junya Yukawa Title: Authorized Person Rakuten Mobile, Inc. By: /s/ Shunsuke Yazawa Name: Shunsuke Yazawa Title: Authorized Person (Representative Director and President)

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View this SC 13D/A filing on SEC EDGAR