NextNav (NN) 10-Q 10 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 05, 2022
Cover [Abstract]
Entity Registrant Name	NextNav Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		101,390,237
Amendment Flag	false
Entity Central Index Key	0001865631
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40985
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-0854654
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
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	NN
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 82,522	$ 100,076
Accounts receivable	971	1,740
Other current assets	2,031	4,516
Total current assets	85,524	106,332
Network under construction	1,629	494
Property and equipment, net of accumulated depreciation of $4,330 and $2,714 at June 30, 2022 and December 31, 2021, respectively	20,265	21,757
Operating lease right-of-use assets	11,457
Intangible assets	4,098	4,095
Other assets	976	4,145
Total assets	123,949	136,823
Current liabilities:
Accounts payable	437	448
Accrued expenses and other current liabilities	4,254	4,600
Operating lease current liabilities	2,970
Deferred revenue	10	1,632
Total current liabilities	7,671	6,680
Warrants	4,725	28,875
Operating lease noncurrent liabilities	5,897
Other long-term liabilities	1,115	1,311
Total liabilities	19,408	36,866
Stockholders’ equity:
Common stock, authorized 500,000,000 shares; 101,386,973 and 96,546,611 shares issued and 101,386,800 and 96,546,611 shares outstanding at June 30, 2022 and December 31, 2021, respectively	11	11
Additional paid-in capital	761,934	747,928
Accumulated other comprehensive loss	(143)	(121)
Accumulated deficit	(657,260)	(647,861)
Common stock in treasury, at cost; 173 and zero shares at June 30, 2022 and December 31, 2021, respectively	(1)
Total stockholders’ equity	104,541	99,957
Total liabilities and stockholders’ equity	$ 123,949	$ 136,823

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation	$ 4,330	$ 2,714
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	101,386,973	96,546,611
Common stock, shares outstanding	101,386,800	96,546,611
Common stock, in treasury	173	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Revenue	$ 1,421	$ 216	$ 2,620	$ 467
Operating expenses:
Cost of goods sold (exclusive of depreciation and amortization)	3,001	2,202	6,038	9,600
Research and development	4,170	2,531	8,158	4,914
Selling, general and administrative	10,382	3,792	19,722	6,529
Depreciation and amortization	884	328	1,766	671
Total operating expenses	18,437	8,853	35,684	21,714
Operating loss	(17,016)	(8,637)	(33,064)	(21,247)
Other income (expense):
Interest income (expense)	109	(3,077)	109	(5,858)
Change in fair value of warrants	17,763	(27,182)	24,150	(38,841)
Other income (loss), net	(37)	(66)	(53)	(69)
Income (loss) before income taxes	819	(38,962)	(8,858)	(66,015)
Benefit (provision) for income taxes	8	(13)	(26)	(28)
Net income (loss)	827	(38,975)	(8,884)	(66,043)
Foreign currency translation adjustment	(9)	1	(22)
Comprehensive income (loss)	818	(38,974)	(8,906)	(66,043)
Net income (loss)	827	(38,975)	(8,884)	(66,043)
Change in redemption value of preferred interests		(5,643)		(13,831)
Net income (loss) attributable to common stockholders	$ 827	$ (44,618)	$ (8,884)	$ (79,874)
Weighted average of shares outstanding – basic	101,071	7,346	99,886	7,346
Weighted average shares – diluted	102,381	7,346	99,886	7,346
Net income (loss) attributable to common stockholders per share - basic	$ 0.01	$ (6.07)	$ (0.09)	$ (10.87)
Net income (loss) attributable to common stockholders per share - diluted	$ 0.01	$ (6.07)	$ (0.09)	$ (10.87)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Impact from adoption of new accounting standards	Balance, January 1, 2022	Redeemable Class C Convertible Preferred Units	Redeemable Class C Convertible Preferred Units Impact from adoption of new accounting standards	Redeemable Class C Convertible Preferred Units Balance, January 1, 2022	Redeemable Class D Convertible Preferred Units	Redeemable Class D Convertible Preferred Units Impact from adoption of new accounting standards	Redeemable Class D Convertible Preferred Units Balance, January 1, 2022	Total Preferred Interests Value	Total Preferred Interests Value Impact from adoption of new accounting standards	Total Preferred Interests Value Balance, January 1, 2022	Additional Paid-In Capital	Additional Paid-In Capital Impact from adoption of new accounting standards	Additional Paid-In Capital Balance, January 1, 2022	Accumulated Deficit	Accumulated Deficit Impact from adoption of new accounting standards	Accumulated Deficit Balance, January 1, 2022	Accumulated Other Comprehensive (Loss)	Accumulated Other Comprehensive (Loss) Impact from adoption of new accounting standards	Accumulated Other Comprehensive (Loss) Balance, January 1, 2022	Class A Common Stock in Treasury	Class A Common Stock in Treasury Impact from adoption of new accounting standards	Class A Common Stock in Treasury Balance, January 1, 2022	Class A Common Stock	Class A Common Stock Impact from adoption of new accounting standards	Class A Common Stock Balance, January 1, 2022
Balance at Dec. 31, 2020	$ (490,378)			$ 11,879			$ 357,725			$ 369,604						$ (490,284)			$ (96)						$ 2
Balance (in Shares) at Dec. 31, 2020				5,365,566			42,286,068																		7,345,733
Stock-based compensation expense	363												363
Issuance of common warrants	232												232
Change in redemption value	(8,188)						8,188			8,188			(595)			(7,593)
Net income (loss)	(27,068)															(27,068)
Foreign currency translation adjustment	(1)																		(1)
Balance at Mar. 31, 2021	(525,040)			$ 11,879			$ 365,913			377,792						(524,945)			(97)						$ 2
Balance (in Shares) at Mar. 31, 2021				5,365,566			42,286,068																		7,345,733
Balance at Dec. 31, 2020	(490,378)			$ 11,879			$ 357,725			369,604						(490,284)			(96)						$ 2
Balance (in Shares) at Dec. 31, 2020				5,365,566			42,286,068																		7,345,733
Net income (loss)	(66,043)
Foreign currency translation adjustment
Balance at Jun. 30, 2021	(569,332)			$ 11,879			$ 371,556			383,435						(569,238)			(96)						$ 2
Balance (in Shares) at Jun. 30, 2021				5,365,566			42,286,068																		7,345,733
Balance at Mar. 31, 2021	(525,040)			$ 11,879			$ 365,913			377,792						(524,945)			(97)						$ 2
Balance (in Shares) at Mar. 31, 2021				5,365,566			42,286,068																		7,345,733
Stock-based compensation expense	325												325
Issuance of common warrants
Change in redemption value	(5,643)						5,643			5,643			(325)			(5,318)
Net income (loss)	(38,975)															(38,975)
Foreign currency translation adjustment	1																		1
Balance at Jun. 30, 2021	(569,332)			$ 11,879			$ 371,556			383,435						(569,238)			(96)						$ 2
Balance (in Shares) at Jun. 30, 2021				5,365,566			42,286,068																		7,345,733
Balance at Dec. 31, 2021	99,957	$ (515)	$ 99,442										747,928		$ 747,928	(647,861)	$ (515)	$ (648,376)	(121)		$ (121)				$ 11		$ 11
Balance (in Shares) at Dec. 31, 2021																									96,546,611		96,546,611
Exercise of common stock options	26												26
Exercise of common stock options (in Shares)																									7,325
Exercise of common warrants
Exercise of common warrants (in Shares)																									10
Stock-based compensation expense	7,195												7,195
Net income (loss)	(9,711)															(9,711)
Foreign currency translation adjustment	(13)																		(13)
Common stock received for tax withholding	(1)																					$ (1)
Common stock received for tax withholding (in Shares)																						(173)
Balance at Mar. 31, 2022	96,938												755,149			(658,087)			(134)			$ (1)			$ 11
Balance (in Shares) at Mar. 31, 2022																						(173)			96,553,946
Balance at Dec. 31, 2021	99,957	$ (515)	$ 99,442										747,928		$ 747,928	(647,861)	$ (515)	$ (648,376)	(121)		$ (121)				$ 11		$ 11
Balance (in Shares) at Dec. 31, 2021																									96,546,611		96,546,611
Net income (loss)	(8,884)
Foreign currency translation adjustment	(22)
Balance at Jun. 30, 2022	104,541												761,934			(657,260)			(143)			$ (1)			$ 11
Balance (in Shares) at Jun. 30, 2022																						(173)			101,386,973
Balance at Mar. 31, 2022	96,938												755,149			(658,087)			(134)			$ (1)			$ 11
Balance (in Shares) at Mar. 31, 2022																						(173)			96,553,946
Exercise of common stock options	22												22
Exercise of common stock options (in Shares)																									79,614
Exercise of common warrants
Exercise of common warrants (in Shares)																									4,308,297
Vesting of RSUs (in shares)																									239,266
Issuance of RSUs (in shares)																									205,850
Stock-based compensation expense	6,763												6,763
Net income (loss)	827															827
Foreign currency translation adjustment	(9)																		(9)
Common stock received for tax withholding
Common stock received for tax withholding (in Shares)
Balance at Jun. 30, 2022	$ 104,541												$ 761,934			$ (657,260)			$ (143)			$ (1)			$ 11
Balance (in Shares) at Jun. 30, 2022																						(173)			101,386,973

Consolidated Statement of Cash

Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net income (loss)	$ (8,884)	$ (66,043)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,766	671
Equity-based compensation	13,958	688
Change in fair value of warranty liability	(24,150)	38,841
Fixed asset write-off		64
Issuance of warrants for rent expense		5,504
Asset retirement obligation accretion	26	28
Amortization of debt issuance costs and discount		461
Accrued payment in kind (“PIK”) interest on debt		2,605
Changes in operating assets and liabilities:
Accounts receivable	769
Other current assets	1,647	(5,384)
Other assets	56
Accounts payable	(11)	1,420
Deferred revenue	(1,622)
Accrued expenses and other liabilities	(597)	(514)
Operating lease right-of-use assets and liabilities	268
Net cash used in operating activities	(16,774)	(21,659)
Investing activities
Capitalization of costs and purchases of network assets, property, and equipment	(634)	(889)
Purchase of internal use software	(151)	(29)
Net cash used in investing activities	(785)	(918)
Financing activities
Proceeds from senior secured loan		16,647
Proceeds from exercise of stock options	48
Repurchase of common stocks (withholding taxes)	(1)
Net cash provided by financing activities	47	16,647
Effect of exchange rates on cash, cash equivalents and restricted cash	(42)
Net decrease in cash, cash equivalents and restricted cash	(17,554)	(5,930)
Cash, cash equivalents and restricted cash at beginning of period	100,076	13,669
Cash, cash equivalents and restricted cash at end of period	82,522	7,739
Non-cash financing information
Capital expenditure included in accounts payable	501
Issuance of warrants		$ 5,504

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Organization and Business; Business Combination
Organization and Business; Business Combination	1. Organization and Business; Business Combination Principal Business NextNav Inc. and its consolidated subsidiaries (collectively “NextNav” or the “Company”) delivers next generation positioning, navigation and timing (“PNT”) solutions through network-based solutions, including the Pinnacle system. The Pinnacle system provides “floor-level” altitude service to any device with a barometric pressure sensor, including most off-the-shelf Android and iOS smartphones. The TerraPoiNT system is a terrestrial-based, encrypted network designed to overcome the limitations inherent in the space-based nature of global positioning system (“GPS”) through a network of specialized wide area location transmitters that broadcasts an encrypted PNT signal on a licensed 900 MHz spectrum. Since its inception, NextNav has incurred recurring losses and generated negative cash flows from operations and has primarily relied upon debt and equity financings to fund its cash requirements. Business Combination On October 28, 2021, the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2021, by and among the Company, Spartacus Acquisition Corporation, a Delaware corporation (“Spartacus”), NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”) and the other parties thereto (the “Business Combination”). As a result of the Business Combination, the Company changed its name from Spartacus Acquisition Shelf Corp. to NextNav Inc., and certain blocker entities formed by Holdings' equity holders, Holdings and the various operating subsidiaries of Holdings became the Company’s wholly owned subsidiaries, with the equity holders of each of such blocker entities and Holdings and Spartacus’ stockholders becoming stockholders in NextNav. While the legal acquirer in the Business Combination is Spartacus, for financial accounting and reporting purposes under accounting principles generally accepted in the United States (“U.S. GAAP”), Holdings is deemed to be the accounting acquirer, with the Business Combination being accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting. Accordingly, the reverse recapitalization was treated as the equivalent of Holdings issuing stock for the net assets of Spartacus, accompanied by a recapitalization. The net assets of Spartacus are stated at historical costs, with no goodwill or other intangible assets recorded.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2 Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Holdings. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively restated in accordance with Accounting Standards Codification 805, Business Combinations. Unaudited Interim Financial Information The condensed consolidated financial statements as of are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. GAAP and SEC instructions for interim financial information and should be read in conjunction with NextNav's Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), which the Company filed with the SEC on March 23, 2022. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s balance sheets, results of operations, and cash flows for the three-month periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. There have been no changes to the Company’s significant accounting policies described in the 2021 Form 10-K that have had a material impact on these condensed Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation of common stock warrants, income taxes and equity-based compensation, among others. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions. Revenue The following table presents the Company’s revenue disaggregated by category and source: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Comme rc $ 1,302 $ 205 $ 2,482 $ 205 Government contracts 7 5 17 256 Equipment sales 112 6 121 6 Total revenue $ 1,421 $ 216 $ 2,620 $ 467 Contract Balances Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of June 30, 2022 and December 31, 2021, the Company’s accounts receivable balances were comprised of $ 1.0 million and $ 1.7 million, respectively. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of June 30, 2022 and December 31, 2021, the Company’s contract liabilities were $ 10 thousand and $ 1.6 million, respectively. Equity-Based Compensation Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur. The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of goods sold $ 539 $ 54 $ 1,183 $ 54 Research and development 1,506 128 3,300 272 Selling, general and administrative 4,718 143 9,475 362 Total stock-based compensation expense $ 6,763 $ 325 $ 13,958 $ 688 Basic and Diluted Net Loss per Share Basic loss per share (“EPS”) excludes dilution for common share equivalents and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common share equivalents. Restricted shares are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. Outstanding options and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The determination of the diluted weighted average shares is included in the following calculation of EPS: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator Net loss (income) $ (827 ) $ 38,975 $ 8,884 $ 66,043 Less: cumulative change in redemption value of preferred units — 5,643 — 13,831 Net loss (income) attributable to common stockholders $ (827 ) $ 44,618 $ 8,884 $ 79,874 Denominator Weighted average shares – basic 101,071 7,346 99,886 7,346 Weig 102,381 7,346 99,886 7,346 Basic (earning) loss per share $ (0.01 ) $ 6.07 $ 0.09 $ 10.87 Diluted (earning) loss per share $ (0.01 ) $ 6.07 $ 0.09 $ 10.87 The following details anti-dilutive unvested restricted stock units, as well as the anti-dilutive effects of the outstanding warrants, stock options and preferred units: Three Months Ended June 30, Six Months Ended June 30, Antidilutive Shares Excluded 2022 2021 2022 2021 (in thousands) (in thousands) Warrants 18,750 17,667 18,750 17,667 Stock Options 616 2,061 2,399 2,061 Unvested Restricted Stock Units 3,207 112 3,251 112 Unvested Restricted Stock Awards — — 1,276 — Preferred units — 47,652 — 47,652 Cash and Cash Equivalents The Company invests excess cash primarily in U.S. government agency bonds and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents on the Condensed Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as trading and are measured at fair value with the related gains and losses, including unrealized, recognized in interest income (expense). Leases NextNav leases office space under a non-cancellable lease as well as site leases for towers and shelters under operating leases related to its network under construction. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less. The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement. Operating lease assets and liabilities are included on the Condensed Consolidated Balance Sheet beginning January 1, 2022. Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement. Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the Consolidated Balance Sheet for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the Consolidated Balance Sheet. The new guidance also requires qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB amended the new lease standard which, among other changes, allows a company to elect to adopt ASU 2016-02 using a transition option whereby a cumulative effect adjustment is recorded to the opening balance of its retained earnings on the adoption date. The Company has elected to use this modified retrospective transition option and recorded a cumulative effect adjustment to retained earnings of $ 0.5 million, net of tax, as of January 1, 2022. The Company also elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of ASU 2016-02 resulted in the recognition of operating lease right-of-use assets and liabilities of $ 13.4 million and $ 10.5 million, respectively. The standard did not have a significant effect on the Condensed Consolidated Statements of Comprehensive Loss and Cash Flows. See Note 4 for additional lease disclosures. In December 2019, FASB issued ASU 2019-02, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for the Company’s fiscal year beginning January 1, 2022. The Company adopted this ASU as of January 1, 2022. The adoption did not have a material impact on the consolidated financial statements. Recent Accounting Developments Not Yet Adopted In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company is continuing to assess the potential impacts of ASU 2016-13 on its financial statements.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2022
Disclosure Text Block Supplement [Abstract]
Accrued Expenses and Other Current Liabilities	3 Accrued expenses and other current liabilities consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Accrued salary and other employee liabilities $ 2,086 $ 2,423 Accrued legal and professional services 283 1,540 Other accrued liabilities 1,885 637 Total $ 4,254 $ 4,600

Leases

Leases	6 Months Ended
	Jun. 30, 2022
Disclosure Text Block [Abstract]
Leases	4. Leases All leases were classified as operating leases as of June 30, 2022 and June 30, 2021. Components of operating lease expense were as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating lease cost $ 945 $ 2,052 Variable lease cost $ 25 $ 51 Short-term lease cost $ 57 $ 114 Supplemental information related to operating leases was as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating cash flows from operating leases $ 970 $ 1,945 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 9,459 As of June 30, 2022, the Company's operating leases had a weighted average remaining lease term of 4.0 4.5 Future lease payments under operating leases as of June 30, 2022 were as follows (in thousands): Remainder of 2022 $ 1,737 2023 2,715 2024 1,842 2025 1,396 2026 1,166 Thereafter 844 Total undiscounted future lease payments $ 9,700 Less imputed interest 833 Total lease liability balance $ 8,867 As of June 30, 2022, the Company has entered into leases that have not yet commenced with future lease payments of $ 2.3 million that are not yet recorded on the Condensed Consolidated Balance Sheet. These leases will commence between the third and fourth quarter of 2022 with non-cancelable lease terms of five years . Supplemental Information for Comparative Periods As of December 31, 2021, prior to the adoption of ASU 2016-02, future minimum payments under operating leases were as follows (in thousands): For the Twelve Months Ended December 31, 2022 $ 3,335 2023 $ 2,400 2024 $ 1,548 2025 $ 1,109 T here $ 1,581 During the twelve months ended December 31, 2021, rent expense was $ 13.6 million.

Warrants and Warrant Liability

Warrants and Warrant Liability	6 Months Ended
	Jun. 30, 2022
Warrants and Warrants Liability [Abstract]
Warrants and Warrants Liability [Text Block]	5 As of June 30, 2022, NextNav had 18,749,990 warrants outstanding including: (a) 9,999,990 public warrants sold in connection with Spartacus’ initial public offering (the “Public Warrants”) and (b) 8,750,000 warrants issued in a private placement on the initial public offering closing date (the “Private Placement Warrants”). Holders of the Public Warrants and Private Placement Warrants are entitled to acquire shares of common stock of NextNav. Each whole warrant entitles the registered holder to purchase one share at an exercise price of $ 11.50 per share. The Public Warrants and Private Placement Warrants expire five years after the completion of the Business Combination. NextNav has The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the current holder or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. In connection with the closing of the Business Combination, AT&T Services, Inc. and certain of its affiliates (“AT&T”) elected to exchange its outstanding warrants in Holdings for a new warrant to purchase an aggregate of 4,320,133 0.01 using a net settlement method and received 4,308,297 shares of common stock of

Fair Value

Fair Value	6 Months Ended
	Jun. 30, 2022
Fair Value
Fair Value	6 NextNav uses observable and unobservable inputs to determine the value of its assets and liabilities recorded at fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, where applicable, is as follows: - Level 1 — Quoted prices in active markets for identical assets or liabilities - Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities - Level 3 — No observable pricing inputs in the market Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. NextNav’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. NextNav effectuates transfers between levels of the fair value hierarchy, if any, as of the date of the actual circumstance that caused the transfer. The following table presents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Total (in thousands) June 30, 2022 Cash and Cash Equivalents - Money Market Funds $ 9,930 $ — $ — $ 9,930 Cash and Cash Equivalents - U.S. Government Agency Bonds — 65,125 — 65,125 Warrants $ — $ — $ 4,725 $ 4,725 December 31, 2021 Warrants $ — $ — $ 28,875 $ 28,875 The Company classifies the U.S. government agency bonds , which are accounted for as trading, within Level 2 in the fair value hierarchy, because the Company uses quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. Assets, liabilities, and equity instruments that are measured at fair value on a nonrecurring basis include fixed assets and intangible assets. The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. Level 3 Liabilities The Company engaged a third-party valuation firm to assist with the fair value analysis of the warrants. The analysis used commonly accepted valuation methodologies and best practices to determine the fair value of the equity, in accordance with fair value standards and U.S. GAAP. For the Private Placement Warrants that were outstanding as of June 30, 2022 and December 31, 2021, NextNav used a Monte Carlo simulation model. The following table shows the assumptions used in each respective model: June 30, 2022 December 31, 2021 Values Values Stock Price $ 2.27 $ 8.76 Strike price $ 11.50 $ 11.50 Holding Period/Term (years) 4.33 4.80 Volatility 72.00 % 52.90 % Expected dividends None None Risk-Free Rate 3.00 % 1.23 % Fair value of warrants $ 0.54 $ 3.30 The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). Warrants: (in thousands) Balance as of December 31, 2021 $ 28,875 Fair value adjustment of Private Placement Warrants (24,150 ) Balance as of June 30, 2022 $ 4,725

Common Stock and Convertible Pr

Common Stock and Convertible Preferred Units	6 Months Ended
	Jun. 30, 2022
Common Stock and Convertible Preferred Units
Common Stock and Convertible Preferred Units	7 The Condensed Consolidated Statements of Changes in Stockholders’ Equity reflect the Business Combination as of October 28, 2021. As Holdings was deemed the accounting acquirer in the Business Combination, all periods prior to the consummation date reflect the balances and activity of Holdings. The balances as of June 30, 2022 and 2021 and December 31, 2021 and 2020 from the financial statements of Holdings as of that date, share activity (redeemable preferred units, common units, additional paid in capital, and accumulated deficit) and per share amounts were retroactively adjusted, where applicable. Common Stock As of June 30, 2022, NextNav had authorized the issuance of 600,000,000 shares of capital stock, par value, $ 0.0001 per share, consisting of (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock. As of June 30, 2022, NextNav had 101,386,973 shares of common stock issued and 101,386,800 shares of common stock outstanding. Holdings’ Convertible Preferred Units Below is historical summary information of Class C Redeemable Preferred Units and Class D Redeemable Preferred Units (collectively, Preferred Units) rights of Holdings. Cumulative Preferred Return — Class C Redeemable Preferred Units and Class D Redeemable Preferred Units were entitled to cumulative preferred return whether or not declared at an annual rate of 8 % and 10 %, respectively. As of December 31, 2020, the Class C Preferred Units had cumulative undeclared preferred returns of $ 6.0 million. As of December 31, 2020, the Class D Redeemable Preferred Units had cumulative undeclared preferred returns of $ 146.2 million. Conversion — Preferred Units were convertible to Class A Common Units at any time at the option of the holder based on a stated conversion ratio. The initial conversion ratio was one one The conversion ratio was subject to certain adjustments as defined in Holdings’ operating agreement. Preferred Units would automatically convert into Class A Common Units upon (i) in the case of the Class D Redeemable Preferred Units, the affirmative election of the holders of 66 2/3% of the outstanding Class D Redeemable Preferred Units or (ii) in the case of the Class C Redeemable Preferred Units, the affirmative election of the holders of 66 2/3% of the outstanding Class C Redeemable Preferred Units or (iii) a Public Offering (as defined in Holdings’ operating agreement) where gross proceeds were at least $75 million. Voting — The holders of Preferred Units were entitled to the number of votes equal to the number of common units into which the shares of Preferred Units held by each holder were then convertible. In addition, certain actions required the affirmative approval of 66 2/3% of Class C Redeemable Preferred Units and Class D Redeemable Preferred Units (each voting as a separate class), including liquidation or dissolution of Holdings, creation of a senior class of units, payment of preferred return, increasing the authorized number of Common or Preferred Units, or amendment of Holdings’ operating agreement. Redemption — The Class C Redeemable Preferred Units were redeemable by Holdings, at the request of the majority of the then-outstanding Class C Redeemable Preferred Unit holders, over a three-year period commencing on or after the date upon which no Class D Redeemable Preferred Units were outstanding, at a per unit price of $ 0.44 , plus any accrued and unpaid preferred return, whether or not declared. The Class D Redeemable Preferred Units were redeemable by Holdings, at the request of the holders of 66 2/3% of the then-outstanding Class D Redeemable Preferred Unit holders, over a three-year period commencing on or after the later of September 1, 2021 and the date that was 91 days after the earlier of December 27, 2026 and the date upon which Holdings’ obligations under the senior secured loan facility (the “Financing Agreement”), which Holdings entered into in December 2019 and amended in June 2021 with Fortress Credit Corporation, were satisfied in full, provided that in either case neither a qualified offering or a capital transaction had occurred prior to such request, at a per unit price of $2.13 for units issued in 2012, $2.56 for units issued in 2014, $2.89 for units issued in September 2016, and $5.78 and $11.56 for units issued in December 2019, plus any accrued and unpaid preferred return, whether or not declared. In connection with the Business Combination on October 28, 2021, all outstanding units of Holdings’ Class C Redeemable Preferred Units and Class D Redeemable Preferred Units converted into 5,365,566 and 42,286,068 shares of common stock of NextNav, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	8. Commitments and Contingencies Commitments On June 3, 2022, the Company entered into a Stock Investment Agreement with MetCom Inc., a Japanese joint stock company (kabushiki kaisha) strategic partner of the Company, for the purpose of commercializing terrestrial positioning technology (both TerraPoiNT and Pinnacle) in Japan. The purchase was subsequently closed on July 15, 2022, and the purchase consideration of $1.1 million was paid . Contingencies From time to time, the Company may be party to litigation and other legal matters incidental to the conduct of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of June 30, 2022, the Company was not involved in any such matters, individually or in the aggregate, which management believes would have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Taxes
Income Taxes	9 The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. A valuation allowance has been established against the Company’s U.S. federal and state deferred tax assets, which results in an annualized effective tax rate for the Company’s U.S. operations of 0 % . 0.01 0.8 0.98% . For the three months ended June 30, 2021 0.01 39.0 0.03 related to foreign tax activity 8.9 0.29% For the six months ended June 30, 2021, the Company recorded an income tax provision of $ 0.03 66.0 0.04%

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Subsequent Events	10. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of this Quarterly Report on Form 10-Q to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company has concluded that other than the purchase of MetCom shares disclosed above in Note 8, no subsequent events have occurred that require disclosure.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Holdings. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively restated in accordance with Accounting Standards Codification 805, Business Combinations.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The condensed consolidated financial statements as of are unaudited. These interim financial statements of NextNav have been prepared in accordance with U.S. GAAP and SEC instructions for interim financial information and should be read in conjunction with NextNav's Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), which the Company filed with the SEC on March 23, 2022. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s balance sheets, results of operations, and cash flows for the three-month periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. There have been no changes to the Company’s significant accounting policies described in the 2021 Form 10-K that have had a material impact on these condensed
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period and accompanying notes. These estimates include those related to the useful lives and recoverability of long-lived and intangible assets, valuation of common stock warrants, income taxes and equity-based compensation, among others. NextNav bases estimates on historical experience, anticipated results and various other assumptions, including assumptions of future events, it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, equity, revenue and expenses, that are not readily apparent from other sources. Actual results and outcomes could differ materially from these estimates and assumptions.
Revenue	Revenue The following table presents the Company’s revenue disaggregated by category and source: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Comme rc $ 1,302 $ 205 $ 2,482 $ 205 Government contracts 7 5 17 256 Equipment sales 112 6 121 6 Total revenue $ 1,421 $ 216 $ 2,620 $ 467
Contract Balances	Contract Balances Accounts receivable are billed and unbilled amounts related to the Company’s rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. As of June 30, 2022 and December 31, 2021, the Company’s accounts receivable balances were comprised of $ 1.0 million and $ 1.7 million, respectively. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. As of June 30, 2022 and December 31, 2021, the Company’s contract liabilities were $ 10 thousand and $ 1.6 million, respectively.
Equity-Based Compensation	Equity-Based Compensation Measurement of equity-based compensation with employees is based on the estimated grant date fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of NextNav’s common stock on the date of grant. NextNav recognizes equity-based compensation on a straight-line basis over the requisite service period of the grant, which is generally equal to the vesting period. NextNav accounts for forfeitures as they occur. The following details the amount of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of goods sold $ 539 $ 54 $ 1,183 $ 54 Research and development 1,506 128 3,300 272 Selling, general and administrative 4,718 143 9,475 362 Total stock-based compensation expense $ 6,763 $ 325 $ 13,958 $ 688
Basic and Diluted Net Loss per Share	Basic and Diluted Net Loss per Share Basic loss per share (“EPS”) excludes dilution for common share equivalents and is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common share equivalents. Restricted shares are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. Outstanding options and warrants are included in the computation of diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The determination of the diluted weighted average shares is included in the following calculation of EPS: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator Net loss (income) $ (827 ) $ 38,975 $ 8,884 $ 66,043 Less: cumulative change in redemption value of preferred units — 5,643 — 13,831 Net loss (income) attributable to common stockholders $ (827 ) $ 44,618 $ 8,884 $ 79,874 Denominator Weighted average shares – basic 101,071 7,346 99,886 7,346 Weig 102,381 7,346 99,886 7,346 Basic (earning) loss per share $ (0.01 ) $ 6.07 $ 0.09 $ 10.87 Diluted (earning) loss per share $ (0.01 ) $ 6.07 $ 0.09 $ 10.87 The following details anti-dilutive unvested restricted stock units, as well as the anti-dilutive effects of the outstanding warrants, stock options and preferred units: Three Months Ended June 30, Six Months Ended June 30, Antidilutive Shares Excluded 2022 2021 2022 2021 (in thousands) (in thousands) Warrants 18,750 17,667 18,750 17,667 Stock Options 616 2,061 2,399 2,061 Unvested Restricted Stock Units 3,207 112 3,251 112 Unvested Restricted Stock Awards — — 1,276 — Preferred units — 47,652 — 47,652
Cash and Cash Equivalents	Cash and Cash Equivalents The Company invests excess cash primarily in U.S. government agency bonds and money market funds. The Company classifies all marketable securities that have stated maturities of three months or less from the date of purchase as cash equivalents on the Condensed Consolidated Balance Sheets. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s marketable securities are classified as trading and are measured at fair value with the related gains and losses, including unrealized, recognized in interest income (expense).
Leases	Leases NextNav leases office space under a non-cancellable lease as well as site leases for towers and shelters under operating leases related to its network under construction. Site leases are entered into throughout the United States under which NextNav receives the rights to install equipment used to transmit its services over its licensed spectrum. The Company, at the inception of the contract, determines whether a contract is or contains a lease based on assessment of the terms and conditions of the contract. The Company classifies leases with contractual terms longer than twelve months as either operating or finance. The Company has elected not to recognize lease assets and liabilities for its short-term leases, which are defined as leases with an initial term of twelve months or less. The Company’s leases may include options to extend or terminate the lease. The option to renew may be automatic, at the option of NextNav or mutually agreed to between the landlord and NextNav. Lease terms include the non-cancellable term and periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally contain lease and non-lease components. Payments under the lease arrangements are primarily fixed. Non-lease components primarily include payments for utilities and maintenance. The Company combines fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of the Company’s lease assets and liabilities. Certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease assets and liabilities. These amounts include payments for common area maintenance. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease assets are reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments reclassified from “Other current assets” upon lease commencement. Operating lease assets and liabilities are included on the Condensed Consolidated Balance Sheet beginning January 1, 2022. Operating lease expense is recognized on a straight-line basis over the lease term. Monthly rent expense includes any site related utility payments or other fees such as administrative or up-front fees contained in the lease agreements that are determinable upon execution of the lease agreement.
Adopted Accounting Pronouncements	Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize lease assets and lease liabilities on the Consolidated Balance Sheet for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the Consolidated Balance Sheet. The new guidance also requires qualitative and quantitative disclosures related to the nature, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB amended the new lease standard which, among other changes, allows a company to elect to adopt ASU 2016-02 using a transition option whereby a cumulative effect adjustment is recorded to the opening balance of its retained earnings on the adoption date. The Company has elected to use this modified retrospective transition option and recorded a cumulative effect adjustment to retained earnings of $ 0.5 million, net of tax, as of January 1, 2022. The Company also elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of ASU 2016-02 resulted in the recognition of operating lease right-of-use assets and liabilities of $ 13.4 million and $ 10.5 million, respectively. The standard did not have a significant effect on the Condensed Consolidated Statements of Comprehensive Loss and Cash Flows. See Note 4 for additional lease disclosures. In December 2019, FASB issued ASU 2019-02, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for the Company’s fiscal year beginning January 1, 2022. The Company adopted this ASU as of January 1, 2022. The adoption did not have a material impact on the consolidated financial statements.
Recent Accounting Developments Not Yet Adopted	Recent Accounting Developments Not Yet Adopted In June 2016, FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which requires that an entity measure and recognize expected credit losses for financial assets held at amortized cost and replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires consideration of a broader range of information to estimate credit losses. The guidance also modifies the impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023. The Company is continuing to assess the potential impacts of ASU 2016-13 on its financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Summary of Significant Accounting Policies
Schedule of company’s revenue disaggregated by category and source	Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Comme rc $ 1,302 $ 205 $ 2,482 $ 205 Government contracts 7 5 17 256 Equipment sales 112 6 121 6 Total revenue $ 1,421 $ 216 $ 2,620 $ 467
Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses	Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of goods sold $ 539 $ 54 $ 1,183 $ 54 Research and development 1,506 128 3,300 272 Selling, general and administrative 4,718 143 9,475 362 Total stock-based compensation expense $ 6,763 $ 325 $ 13,958 $ 688
Schedule of diluted weighted average shares	Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (in thousands, except per share amounts) Numerator Net loss (income) $ (827 ) $ 38,975 $ 8,884 $ 66,043 Less: cumulative change in redemption value of preferred units — 5,643 — 13,831 Net loss (income) attributable to common stockholders $ (827 ) $ 44,618 $ 8,884 $ 79,874 Denominator Weighted average shares – basic 101,071 7,346 99,886 7,346 Weig 102,381 7,346 99,886 7,346 Basic (earning) loss per share $ (0.01 ) $ 6.07 $ 0.09 $ 10.87 Diluted (earning) loss per share $ (0.01 ) $ 6.07 $ 0.09 $ 10.87
Schedule of anti-dilutive unvested restricted stock units	Three Months Ended June 30, Six Months Ended June 30, Antidilutive Shares Excluded 2022 2021 2022 2021 (in thousands) (in thousands) Warrants 18,750 17,667 18,750 17,667 Stock Options 616 2,061 2,399 2,061 Unvested Restricted Stock Units 3,207 112 3,251 112 Unvested Restricted Stock Awards — — 1,276 — Preferred units — 47,652 — 47,652

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
Disclosure Text Block Supplement [Abstract]
Schedule of accrued expenses and other current liabilities	June 30, 2022 December 31, 2021 (in thousands) Accrued salary and other employee liabilities $ 2,086 $ 2,423 Accrued legal and professional services 283 1,540 Other accrued liabilities 1,885 637 Total $ 4,254 $ 4,600

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2022
Disclosure Text Block [Abstract]
Schedule of operating lease expense	Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating lease cost $ 945 $ 2,052 Variable lease cost $ 25 $ 51 Short-term lease cost $ 57 $ 114 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating cash flows from operating leases $ 970 $ 1,945 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 9,459
Schedule of future minimum lease payments under operating leases	Remainder of 2022 $ 1,737 2023 2,715 2024 1,842 2025 1,396 2026 1,166 Thereafter 844 Total undiscounted future lease payments $ 9,700 Less imputed interest 833 Total lease liability balance $ 8,867 For the Twelve Months Ended December 31, 2022 $ 3,335 2023 $ 2,400 2024 $ 1,548 2025 $ 1,109 T here $ 1,581

Fair Value (Tables)

Fair Value (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value
Schedule of financial assets and liabilities measured at fair value	Level 1 Level 2 Level 3 Total (in thousands) June 30, 2022 Cash and Cash Equivalents - Money Market Funds $ 9,930 $ — $ — $ 9,930 Cash and Cash Equivalents - U.S. Government Agency Bonds — 65,125 — 65,125 Warrants $ — $ — $ 4,725 $ 4,725 December 31, 2021 Warrants $ — $ — $ 28,875 $ 28,875
Schedule of fair value warrants estimated using the Black-Scholes option-pricing model	June 30, 2022 December 31, 2021 Values Values Stock Price $ 2.27 $ 8.76 Strike price $ 11.50 $ 11.50 Holding Period/Term (years) 4.33 4.80 Volatility 72.00 % 52.90 % Expected dividends None None Risk-Free Rate 3.00 % 1.23 % Fair value of warrants $ 0.54 $ 3.30
Schedule of liabilities measured at fair value	Warrants: (in thousands) Balance as of December 31, 2021 $ 28,875 Fair value adjustment of Private Placement Warrants (24,150 ) Balance as of June 30, 2022 $ 4,725

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts receivable	$ 1,000	$ 1,700,000
Contract liabilities	$ 10,000,000	$ 1,600,000
Common stock shares issued (in Shares)	101,386,973	96,546,611
Right-of-use lease assets	$ 11,457,000
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Lease liabilities	13,400,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Right-of-use lease assets	500,000
Lease liabilities	$ 10,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of company's revenue disaggregated by category and source - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue disaggregated by category
Total revenue	$ 1,421	$ 216	$ 2,620	$ 467
Commercial
Revenue disaggregated by category
Total revenue	1,302	205	2,482	205
Government contracts
Revenue disaggregated by category
Total revenue	7	5	17	256
Equipment sales
Revenue disaggregated by category
Total revenue	$ 112	$ 6	$ 121	$ 6

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Details of the amount of stock-based compensation
Total Stockbased Compensations Expense	$ 6,763	$ 325	$ 13,958	$ 688
Cost of goods sold
Details of the amount of stock-based compensation
Total Stockbased Compensations Expense	539	54	1,183	54
Research and development
Details of the amount of stock-based compensation
Total Stockbased Compensations Expense	1,506	128	3,300	272
Selling, general and administrative
Details of the amount of stock-based compensation
Total Stockbased Compensations Expense	$ 4,718	$ 143	$ 9,475	$ 362

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted average shares - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021
Numerator
Net loss	$ (827)		$ 9,711	$ 38,975		$ 27,068		$ 8,884	$ 66,043
Less: cumulative change in redemption value of preferred units				5,643					13,831
Net loss (income) attributable to common stockholders	$ (827)			$ 44,618				$ 8,884	$ 79,874
Denominator
Weighted average shares – basic	101,071			7,346				99,886	7,346
Weighted average shares – diluted	102,381	102,381		7,346	7,346		99,886	99,886	7,346	7,346
Basic (earning) loss per share	$ (0.01)			$ 6.07				$ 0.09	$ 10.87
Diluted (earning) loss per share	$ (0.01)			$ 6.07				$ 0.09	$ 10.87

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive unvested restricted stock units - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Warrants
Details of anti-dilutive securities
Antidilutive Shares Excluded	18,750	17,667	18,750	17,667
Stock Options
Details of anti-dilutive securities
Antidilutive Shares Excluded	616	2,061	2,399	2,061
Unvested Restricted Stock Units
Details of anti-dilutive securities
Antidilutive Shares Excluded	3,207	112	3,251	112
Unvested Restricted Stock Awards
Details of anti-dilutive securities
Antidilutive Shares Excluded			1,276
Preferred units
Details of anti-dilutive securities
Antidilutive Shares Excluded		47,652		47,652

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued salary and other employee liabilities	$ 2,086	$ 2,423
Accrued legal and professional services	283	1,540
Other accrued liabilities	1,885	637
Total	$ 4,254	$ 4,600

Leases (Details)

Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2022
Leases [Abstract]
Future lease payments		$ 2.3
Non cancelable lease terms		5 years
Operating lease rent expense	$ 13.6
Weighted-average remaining lease term - operating leases (years)		4 years
Weighted-average discount rate - operating leases (%)		4.50%

Leases (Details) - Schedule of

Leases (Details) - Schedule of operating lease expense - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Leases [Abstract]
Operating lease cost	$ 945	$ 2,052
Variable lease cost	25	51
Short-term lease cost	57	114
Operating cash flows from operating leases	970	1,945
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 9,459

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of future minimum lease payments under operating leases - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Future lease payments under operating leases
Remainder of 2022	$ 1,737
2023	2,715
2024	1,842
2025	1,396
2026	1,166
Thereafter	844
Total undiscounted future lease payments	9,700
Less imputed interest	833
Total lease liability balance	$ 8,867
Future minimum payments under operating leases, prior to the adoption of ASU 2016-02
2022		$ 3,335
2023		2,400
2024		1,548
2025		1,109
Thereafter		$ 1,581

Warrants and Warrant Liability

Warrants and Warrant Liability (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Warrants and Warrant Liability (Details) [Line Items]
Warrants outstanding	18,749,990
Public warrants sold	9,999,990
Warrants issued	8,750,000
Warrants to purchase	1
Exercise price per unit (in Dollars per share) | $ / shares	$ 11.5
Description of warrants.	the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sales price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which NextNav sends the notice of redemption to the warrant holders.
Warrants expire years	5 years
Warrant [Member]
Warrants and Warrant Liability (Details) [Line Items]
Warrants issued	4,308,297
Warrants to purchase	4,320,133
Exercise price per unit (in Dollars per share) | $ / shares	$ 0.01

Fair Value (Details) - Schedule

Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Warrants	$ 4,725	$ 28,875
Money Market Funds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents	9,930
U.S. Government Agency Bonds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents	65,125
Level 1 [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Warrants
Level 1 [Member] | Money Market Funds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents	9,930
Level 1 [Member] | U.S. Government Agency Bonds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents
Level 2 [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Warrants
Level 2 [Member] | Money Market Funds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents
Level 2 [Member] | U.S. Government Agency Bonds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents	65,125
Level 3 [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Warrants	4,725	$ 28,875
Level 3 [Member] | Money Market Funds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents
Level 3 [Member] | U.S. Government Agency Bonds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents

Fair Value (Details) - Schedu_2

Fair Value (Details) - Schedule of fair value warrants estimated using the Black-Scholes option-pricing model - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value
Stock Price (in Dollars per share)	$ 2.27	$ 8.76
Strike price	$ 11.5	$ 11.5
Holding Period/Term (years)	4 years 3 months 29 days	4 years 9 months 18 days
Volatility	72%	52.90%
Expected dividends	0%	0%
Risk-Free Rate	3%	1.23%
Fair value of warrants (in Dollars per share)	$ 0.54	$ 3.3

Fair Value (Details) - Schedu_3

Fair Value (Details) - Schedule of liabilities measured at fair value $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Warrants:
Balance as of December 31, 2021	$ 28,875
Fair value adjustment of Private Placement Warrants	(24,150)
Balance as of March 31, 2022	$ 4,725

Common Stock and Convertible _2

Common Stock and Convertible Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Oct. 28, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Stock and Convertible Preferred Units (Details) [Line Items]
Common stock description		(a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock
Excess stock shares authorized		600,000,000
Common stock, shares issued		101,386,973	96,546,611
Common stock, shares outstanding		101,386,800	96,546,611
Preferred units description		The conversion ratio was subject to certain adjustments as defined in Holdings’ operating agreement. Preferred Units would automatically convert into Class A Common Units upon (i) in the case of the Class D Redeemable Preferred Units, the affirmative election of the holders of 66 2/3% of the outstanding Class D Redeemable Preferred Units or (ii) in the case of the Class C Redeemable Preferred Units, the affirmative election of the holders of 66 2/3% of the outstanding Class C Redeemable Preferred Units or (iii) a Public Offering (as defined in Holdings’ operating agreement) where gross proceeds were at least $75 million.
Preferred stock voting rights description		In addition, certain actions required the affirmative approval of 66 2/3% of Class C Redeemable Preferred Units and Class D Redeemable Preferred Units (each voting as a separate class), including liquidation or dissolution of Holdings, creation of a senior class of units, payment of preferred return, increasing the authorized number of Common or Preferred Units, or amendment of Holdings’ operating agreement.
Preferred stock redemption description		The Class D Redeemable Preferred Units were redeemable by Holdings, at the request of the holders of 66 2/3% of the then-outstanding Class D Redeemable Preferred Unit holders, over a three-year period commencing on or after the later of September 1, 2021 and the date that was 91 days after the earlier of December 27, 2026 and the date upon which Holdings’ obligations under the senior secured loan facility (the “Financing Agreement”), which Holdings entered into in December 2019 and amended in June 2021 with Fortress Credit Corporation, were satisfied in full, provided that in either case neither a qualified offering or a capital transaction had occurred prior to such request, at a per unit price of $2.13 for units issued in 2012, $2.56 for units issued in 2014, $2.89 for units issued in September 2016, and $5.78 and $11.56 for units issued in December 2019, plus any accrued and unpaid preferred return, whether or not declared
Class A-1 Common Units [Member]
Common Stock and Convertible Preferred Units (Details) [Line Items]
Designated common units		0.0001
Class C Redeemable Preferred Units [Member]
Common Stock and Convertible Preferred Units (Details) [Line Items]
Annual rate		8%
Cumulative undeclared preferred return (in Dollars)				$ 6
Preferred stock converted units	5,365,566
Class D Redeemable Preferred Units [Member]
Common Stock and Convertible Preferred Units (Details) [Line Items]
Annual rate		10%
Cumulative undeclared preferred return (in Dollars)				$ 146.2
Price per unit (in Dollars per share)		$ 0.44
Preferred stock converted units	42,286,068

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions			6 Months Ended
	Jul. 15, 2022 USD ($)	Jun. 03, 2022 USD ($) shares	Jun. 30, 2022 shares	Jun. 03, 2022 ¥ / shares
Commitments and Contingencies (Details) [Line Items]
Purchased shares | shares			9,999,990
Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase price consideration | $	$ 1.1
MetCom Inc [Member]
Commitments and Contingencies (Details) [Line Items]
Purchased shares | shares		333,334
Stock purchased price per share | ¥ / shares				¥ 450
Purchase price consideration | $		$ 1.1

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Taxes (Details) [Line Items]
Effective tax rate	0.98%	0.03%	0.29%	0.04%
Income tax provision	$ 10	$ (10)	$ 30	$ (30)
Pretax loss	$ 800	$ 39,000	$ (8,900)	$ (66,000)
U.S. Federal and State [Member]
Income Taxes (Details) [Line Items]
Effective tax rate			0%