As filed with the Securities and Exchange Commission on March 30, 2023
Registration No. 333-260687
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXTNAV INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 4899 |
| 87-0854654 |
(State or other jurisdiction of |
| (Primary Standard Industrial |
| (I.R.S. Employer |
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
(800) 775-0982
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christian Gates
Chief Financial Officer
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
(800) 775-0982
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Randy S. Segal, Esq.
John P. Duke, Esq.
Jessica A. Bisignano, Esq.
Hogan Lovells US LLP
8350 Broad St., 17th Floor
Tysons, VA 22102
(703) 610-6100
Approximate date of commencement of proposed sale to the public:
From time to time on or after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-260687)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
| Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☐ |
|
| Non-accelerated filer |
| ☒ |
| Smaller reporting company |
| ☒ |
|
|
|
|
|
| Emerging growth company |
| ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
On November 2, 2021, NextNav Inc. (the “Company” or “NextNav”) filed a Registration Statement on Form S-1 (File No. 333-260687), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 23, 2021 (the “Registration Statement”). On March 23, 2022, the Company filed Post-Effective Amendment No. 1 to the Registration Statement as an exhibit-only filing solely to file a consent of Ernst & Young LLP with respect to its report dated March 23, 2022 related to the financial statements of the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 23, 2022 (the “2021 Annual Report”). On August 10, 2022, the Company filed Post-Effective Amendment No. 2 to the Registration Statement to update the disclosure set forth in the Registration Statement, as amended, to include information contained in the 2021 Annual Report and in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 10, 2022, and to update certain other information in the Registration Statement, as amended.
This Post-Effective Amendment No. 3 (this “Amendment”) is being filed as an exhibit-only filing solely to file a consent of Ernst & Young LLP with respect to its report dated March 30, 2023 relating to the financial statements of the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2022, filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and balance of Part II of the Registration Statement, as amended, are unchanged hereby and have been omitted.
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are filed herewith or incorporated by reference herein:
Exhibit Index
Exhibit |
| Description |
2.1*† |
| |
3.1* |
| |
3.2* |
| |
4.1* |
| |
4.2* |
| |
4.3* |
| |
4.4* |
| |
4.5* |
| |
10.1* |
| |
10.2*+ |
| |
10.3* |
| |
10.4*+ |
| |
10.5*+ |
|
10.6*+ |
| |
10.7*! |
| |
10.8* |
| |
10.9* |
| |
10.10*+ |
| |
10.11*+ |
| |
10.12*+ |
| |
10.13*+ |
| |
10.14*+ |
| |
10.15*+ |
| |
10.16*+ |
| |
10.17*+ |
| |
10.18*! |
| |
21.1* |
| |
23.1 |
|
| * | Filed previously. |
| ** | Furnished herewith. | ||
| † | Certain schedules and exhibits have been omitted pursuant to Rule 601(a)(5) of Regulation S-K under the Securities Act. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
| ! | Certain confidential portions of the agreement were omitted by means of marking such portions with brackets (due to the registrant customarily and actually treating such information as private or confidential and such omitted information not being material) pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act. NextNav agrees to supplementally furnish a copy of any confidential portions to the SEC upon request. |
| + | Indicates a management or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of McLean, Virginia, on March 30, 2023.
NEXTNAV INC. | ||
By: | /s/ Ganesh Pattabiraman | |
Name: | Ganesh Pattabiraman | |
Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates listed.
Name |
| Title |
| Date |
/s/ Ganesh Pattabiraman |
| President, Chief Executive Officer and Director |
| March 30, 2023 |
Ganesh Pattabiraman |
| (Principal Executive Officer) |
|
|
/s/ Christian D. Gates |
| Chief Financial Officer |
| March 30, 2023 |
Christian D. Gates |
| (Principal Financial Officer) |
|
|
/s/ Sammaad R. Shams |
| Corporate Accounting Officer |
| March 30, 2023 |
Sammaad R. Shams |
| (Principal Accounting Officer) |
|
|
* |
| Chairman and Director |
| March 30, 2023 |
Gary M. Parsons |
|
|
|
|
* |
| Director |
| March 30, 2023 |
Peter D. Aquino |
|
|
|
|
* |
| Director |
| March 30, 2023 |
Neil S. Subin |
|
|
|
|
* |
| Director |
| March 30, 2023 |
Bandel L. Carano |
|
|
|
|
* |
| Director |
| March 30, 2023 |
James B. Fleming |
|
|
|
|
* |
| Director |
| March 30, 2023 |
Alan B. Howe |
|
|
|
|
* | By: | /s/ Christian D. Gates | |
Name: | Christian D. Gates | ||
Title: | Attorney-in-fact |