Nextnav Inc S-3, filed Jun 23, 2023

Nextnav Inc. (NN)

S-3 2023-06-23

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Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller Reporting Company	☒

		Emerging Growth Company	☒

	Page
ABOUT THIS PROSPECTUS	ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
MARKET, RANKING AND OTHER INDUSTRY DATA	iv
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	iv
PROSPECTUS SUMMARY	1
THE OFFERING	5
RISK FACTORS	6
USE OF PROCEEDS	6
THE SELLING SECURITYHOLDERS	7
DESCRIPTION OF SECURITIES	10
PLAN OF DISTRIBUTION	18
LEGAL MATTERS	21
EXPERTS	21
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	21

Issuer		NextNav Inc.

Shares of Common Stock to be offered by the Selling Securityholders		Up to 25,925,927 shares.

Registered Warrants being offered by the Selling Securityholders		Up to 25,925,927 warrants to purchase shares of our Common Stock.

Offering price		The Selling Securityholders may offer, sell or distribute all or a portion of the Registered Securities either through public or private transactions at prevailing market rates or at negotiated prices. See the section entitled “Plan of Distribution.”

Common Stock outstanding before this offering		107,155,654 shares (as of March 31, 2023).

Warrants outstanding before this offering		37,268,510 warrants to purchase shares of our Common Stock, comprised of (i) 18,749,990 public and private warrants and (ii) 18,518,520 of the Registered Warrants. We expect to issue the 7,407,407 remaining Registered Warrants on July 6, 2023.

Common Stock outstanding after this offering		151,831,571 shares (assumes all of the warrants are exercised in full, including the 7,407,407 Registered Warrants expected to be issued on July 6, 2023).

Terms of offering		The Selling Securityholders will determine when and how they sell their respective Registered Securities offered in this prospectus. See the section entitled “Plan of Distribution.”

Use of proceeds		We will not receive any proceeds from the sale of the Registered Securities by the Selling Securityholders. We have agreed to bear the expenses relating to the registration of the Registered Securities. See the section entitled “Use of Proceeds.”

Risk factors		You should read the section entitled “Risk Factors” and the other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.

	●	3,950,176 shares of Common Stock underlying restricted stock units (“RSUs”) granted pursuant to the Omnibus Plan;

	●	2,152,316 shares of Common Stock underlying options granted pursuant to the Omnibus Plan; and

	●	4,042,837 Shares of Common Stock issued pursuant to the Share Transfer Agreement with NextNav France on October 31, 2022 (the “Share Transfer Agreement”).

	Securities Beneficially Owned Prior to this Offering		Securities to be Sold in this Offering		Securities Beneficially Owned After this Offering
Selling Securityholder	Shares of Common Stock	Warrants	Shares of Common Stock	Warrants⁽¹⁾	Shares of Common Stock	%	Warrants	%
Whitebox Multi-Strategy Partners, LP⁽²⁾	3,795,509	3,795,509	3,795,509	3,795,509	—	—	—	—
Whitebox Relative Value Partners, LP⁽²⁾	2,372,026	2,372,026	2,372,026	2,372,026	—	—	—	—
Pandora Select Partners, LP⁽²⁾	474,271	474,271	474,271	474,271	—	—	—	—
Whitebox GT Fund, LP⁽²⁾	474,271	474,271	474,271	474,271	—	—	—	—
Capital Ventures International⁽³⁾	3,041,157	3,041,157	3,041,157	3,041,157	—	—	—	—
WCCP NextNav Holdings, LLC⁽⁴⁾	2,251,112	2,251,112	2,251,112	2,251,112	—	—	—	—
Reds Road Holdings LLC⁽⁴⁾	1,137,565	752,067	51,852	51,852	1,085,713	*	700,215	*
CF Special Situation Fund I LP⁽⁵⁾	2,488,889	2,488,889	2,488,889	2,488,889	—	—	—	—
Ancora Merlin Institutional LP⁽⁶⁾	1,389,630	1,389,630	1,389,630	1,389,630	—	—	—	—
Ancora Merlin LP⁽⁶⁾	88,148	88,148	88,148	88,148	—	—	—	—
Live Microsystems Inc.⁽⁷⁾	1,670,406	1,456,782	1,456,782	1,456,782	213,624	*	—	—
Pubco Corporation⁽⁸⁾	337,037	337,037	337,037	337,037	—	—	—	—
Thomas F. McKee⁽⁹⁾	21,365	21,365	21,365	21,365	—	—	—	—
Rhodes J. McKee⁽⁹⁾	21,365	21,365	21,365	21,365	—	—	—	—
The Buoncore Group LLC⁽¹⁰⁾	84,259	84,259	84,259	84,259	—	—	—	—
Sunset Advisors LLC⁽¹¹⁾	75,231	75,231	75,231	75,231	—	—	—	—
Ingalls & Snyder LLC⁽¹²⁾	1,775,972	1,685,072	1,680,069	1,680,069	95,903	*	5,003	*
William B Clutterbuck Revocable Trust DT⁽¹³⁾	30,093	30,093	30,093	30,093	—	—	—	—
Arthur F. Anton⁽¹⁴⁾	42,130	42,130	42,130	42,130	—	—	—	—
Matthew S. Beverstock⁽¹⁵⁾	30,093	30,093	30,093	30,093	—	—	—	—
Jonathan O. Crane⁽¹⁶⁾	42,130	42,130	42,130	42,130	—	—	—	—
Alan R. Spachman⁽¹⁷⁾	337,037	337,037	337,037	337,037	—	—	—	—
Samuel R. Scott⁽¹⁸⁾	337,037	337,037	337,037	337,037	—	—	—	—
Charles L. Frischer⁽¹⁹⁾	1,265,663	191,389	191,389	191,389	1,074,274	*	—	—
Timothy Hyland⁽²⁰⁾	170,023	170,023	170,023	170,023	—	—	—	—
Paul Joseph Denby & Tracy Ann Denby⁽²¹⁾	60,185	60,185	60,185	60,185	—	—	—	—
Anita M Gage Living Trust U/A 01/02/1996⁽²²⁾	168,518	168,518	168,518	168,518	—	—	—	—
David Glickman⁽²³⁾	42,130	42,130	42,130	42,130	—	—	—	—
William Ryan Goldman⁽²⁴⁾	168,518	168,518	168,518	168,518	—	—	—	—
Steven Gomillion & Margaret Gomillion⁽²⁵⁾	30,093	30,093	30,093	30,093	—	—	—	—
Diana Hyland Family Trust DTD 10/15/2010⁽²⁶⁾	105,324	105,324	105,324	105,324	—	—	—	—
Mark T. Jamieson & Jo Ann M. Jamieson⁽²⁷⁾	30,093	30,093	30,093	30,093	—	—	—	—
Louis G. Joseph⁽²⁸⁾	75,231	75,231	75,231	75,231	—	—	—	—
Conover Capital Partners LLC⁽²⁹⁾	150,463	150,463	150,463	150,463	—	—	—	—
Clarion Direct Investment, LLC - Series⁽³⁰⁾	85,162	85,162	85,162	85,162	—	—	—	—
Fred P. Kenny⁽³¹⁾	105,324	105,324	105,324	105,324	—	—	—	—
Gerrit C Kuechle Living Trust U/A dated⁽³²⁾	63,796	63,796	63,796	63,796	—	—	—	—
Jeffrey W. Mack & Carol C. Mack⁽³³⁾	21,365	21,365	21,365	21,365	—	—	—	—
Anthony Morris & Elizabeth W. Morris⁽³⁴⁾	42,431	42,431	42,431	42,431	—	—	—	—
Donald Timothy Pembridge⁽³⁵⁾	30,093	30,093	30,093	30,093	—	—	—	—
Kristofer K. Spreen & Janet A. Spreen⁽³⁶⁾	42,130	42,130	42,130	42,130	—	—	—	—
Mark H. Summers & Stephanie A. Summers⁽³⁷⁾	42,130	42,130	42,130	42,130	—	—	—	—
Pamela A. Summers⁽³⁸⁾	85,162	85,162	85,162	85,162	—	—	—	—
Scott Patrick Snow Trust⁽³⁹⁾	106,226	106,226	106,226	106,226	—	—	—	—
Clutterbuck Capital Management LLC⁽⁴⁰⁾	2,894,202	2,894,202	2,894,202	2,894,202	—	—	—	—
R&D Real Estate LLC⁽⁴¹⁾	148,149	148,149	148,149	148,149	—	—	—	—
JKJ Special Situation Fund, LP⁽⁴²⁾	125,556	125,556	125,556	125,556	—	—	—	—
HJL Trust⁽⁴³⁾	20,741	20,741	20,741	20,741	—	—	—	—
Total Shares	28,395,441	26,631,145	25,925,927	25,925,927	2,469,514	2.3%	705,218	*

Nextnav Inc S-3, filed Jun 23, 2023

Exhibit 10.1

BACKGROUND

AGREEMENT

1. Definitions.

2. Registration.

5. Indemnification.

6. Miscellaneous.

NEXTNAV INC.

PLAN OF DISTRIBUTION

NEXTNAV INC.

1.

Name.

2.

Address for Notices to Selling Securityholder:

3.

Beneficial Ownership of Registrable Securities:

4.

Broker-Dealer Status:

5.

Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

6. Relationships with the Company:

PLEASE EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO THE COMPANY PURSUANT TO THE NOTICE PROVISION OF THE REGISTRATION RIGHTS AGREEMENT

Securities and Exchange Commission registration fee	$	6,171
Accounting fees and expenses		12,500
Legal fees and expenses		20,000
Financial printing and miscellaneous expenses		2,000
Total	$	40,671

Exhibit Number		Description
3.1*		Amended and Restated Certificate of Incorporation of NextNav Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by NextNav Inc. on November 2, 2021).
3.2*		Bylaws of NextNav Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by NextNav Inc. on October 28, 2021).
4.1*		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by NextNav Inc. on August 25, 2021).
4.2		Warrant Agreement, by and between NextNav Inc. and Continental Stock Transfer & Trust Company, as warrant agent.
4.3		Form of Warrant To Purchase Common Stock of NextNav Inc.
5.1		Opinion of Hogan Lovells US LLP.
10.1		Form of Registration Rights Agreement.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Hogan Lovells LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page).
107		Filing Fee Table.

(a)	The undersigned registrant hereby undertakes:
	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
		(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
		(iii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(5)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
	(i)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
	(ii)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

	(6)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
		(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
		(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
		(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
		(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

	NEXTNAV INC.

	By:	/s/ Ganesh Pattabiraman
	Name:	Ganesh Pattabiraman
	Title:	Chief Executive Officer and Director

Name	Title	Date

/s/ Ganesh Pattabiraman	Chief Executive Officer and Director	June 23, 2023
Ganesh Pattabiraman	(Principal Executive Officer)

/s/ Christian D. Gates	Chief Financial Officer	June 23, 2023
Christian D. Gates	(Principal Financial Officer)

/s/ Sammaad R. Shams	Corporate Accounting Officer	June 23, 2023
Sammaad R. Shams	(Principal Accounting Officer)

/s/ Gary M. Parsons	Chairman and Director	June 23, 2023
Gary M. Parsons

/s/ Peter D. Aquino	Director	June 23, 2023
Peter D. Aquino

/s/ Bandel L. Carano	Director	June 23, 2023
Bandel L. Carano

/s/ Alan B. Howe	Director	June 23, 2023
Alan B. Howe

/s/ Neil S. Subin	Director	June 23, 2023
Neil S. Subin

NEXTNAV INC.
By:	/s/ Chris Gates
	Name:	Chris Gates
	Title:	Chief Financial Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ Erika Young
	Name:	Erika Young
	Title:	Vice President

Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

Name:
	(Please Print)

Address:
	(Please Print)

Phone Number:
Email Address:
Dated:

Holder’s Signature:
Holder’s Address:

1.	Name.
	(a)	Full Legal Name of Selling Securityholder


	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:


	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):


2.		Address for Notices to Selling Securityholder:
		Name:

		Address:


		Telephone:

		Email:

		Contact Person:

3.	Beneficial Ownership of Registrable Securities:

	(a)	Type and Amount of Registrable Securities Beneficially Owned:

4.	Broker-Dealer Status:

	(a)	Are you a broker-dealer?
		Yes □ No □
		Note: If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

	(b)	Are you an affiliate of a broker-dealer?
		Yes □ No □

	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
		Yes □ No □
		Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

	Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

	Type and Amount of Other Securities Beneficially Owned by the Selling Securityholder: