| Cover | Oct. 28, 2021 |
| Document Type | 8-K/A |
| Amendment Flag | true |
| Amendment Description | As
used in this Current Report on Form 8-K (this “Report”), unless otherwise stated or the context clearly indicates
otherwise, the terms the “Company,” “Shelf”, “Registrant,” “we,” “us” and
“our” refer to the entity formerly named Spartacus Acquisition Shelf Corp., after giving effect to the Transactions (as defined
below), and as renamed NextNav Inc.
On October 28, 2021, we and Spartacus Acquisition
Corporation (“Spartacus”) announced that the previously announced transactions contemplated by the Agreement and Plan
of Merger, dated as of June 9, 2021 (the “Merger Agreement”), by and among us, Spartacus, NextNav Holdings, LLC (“Holdings”)
and the other parties thereto were consummated (the “Closing”). As disclosed in the section entitled “Proposal
No. 1 – The Business Combination Proposal” beginning on page
93 of the final prospectus and definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”)
on September 16, 2021 (the “Proxy Statement/Prospectus”), which is incorporated herein by reference, as a result of
the business combination and the related transactions (the “Transactions”), Holdings and the various operating subsidiaries
of Holdings became our wholly owned subsidiaries with the equity holders of Holdings (the “Holdings Exchanging Parties”
or collectively, “NextNav”) and Spartacus’ stockholders becoming our stockholders. Pursuant
to the Merger Agreement, the aggregate consideration paid in the Transactions consisted of 67,419,627 shares of our common stock delivered
to the Holdings Exchanging Parties electronically through book entry-delivery and a warrant to purchase 4,320,133 shares of our common
stock and options for units in Holdings were converted by their terms into options to purchase approximately 1,968,861 shares of our common
stock. In connection with the Transactions, we changed our name to NextNav Inc. and the ticker symbols for our common stock and
warrants on The Nasdaq Capital Market (“Nasdaq”) to “NN” and “NNAVW,” respectively.
Our
common stock and certain of our warrants are expected to begin trading on Nasdaq as of the open of trading on October 29, 2021 as “NN”
and “NNAVW,” respectively.
On October 28, 2021, we filed a Current Report on Form 8-K (the “Original Form
8-K”) to report the closing of the Transactions and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.02, 5.06 and 9.01
of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Form 8-K/A is being filed to
amend the Original Form 8-K to include additional matters related to the closing of the Transactions under Items 5.01, 5.03, 7.01 and
9.01 of Form 8-K. Capitalized terms used but not defined herein have the meanings given to such terms in the Original 8-K.
This Report contains summaries of the material terms of various agreements executed in
connection with the transactions described herein. The summaries of these agreements are subject to, and are qualified in their entirety
by, reference to these agreements, which are filed as exhibits hereto and incorporated herein by reference. |
| Document Period End Date | Oct. 28,
2021 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-40985 |
| Entity Registrant Name | NEXTNAV
INC. |
| Entity Central Index Key | 0001865631 |
| Entity Tax Identification Number | 87-0854654 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1775
Tysons Blvd. |
| Entity Address, Address Line Two | 5th Floor |
| Entity Address, City or Town | McLean |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 22102 |
| City Area Code | 800 |
| Local Phone Number | 775-0982 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
| Entity Information, Former Legal or Registered Name | Spartacus
Acquisition Shelf Corp. |
| Common Stock, par value $0.0001 per share | |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | NN |
| Security Exchange Name | NASDAQ |
| Warrants, each to purchase one share of Common Stock | |
| Title of 12(b) Security | Warrants, each to purchase one share of Common Stock |
| Trading Symbol | NNAVW |
| Security Exchange Name | NASDAQ |
