NextNav (NN) 10-Q 8 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 03, 2023
Cover [Abstract]
Entity Registrant Name	NextNav Inc.
Document Type	10-Q
Amendment Flag	false
Entity Central Index Key	0001865631
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		110,135,859

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 90,132	$ 47,230
Short term investments	6,962	8,216
Accounts receivable	2,738	2,168
Other current assets	2,323	3,576
Total current assets	102,155	61,190
Network under construction	1,730	3,574
Property and equipment, net of accumulated depreciation of $8,727 and $5,971 at September 30, 2023 and December 31, 2022, respectively	20,524	19,180
Operating lease right-of-use assets	19,556	10,143
Goodwill	17,238	17,493
Intangible assets	10,349	10,397
Other assets	1,569	1,811
Total assets	173,121	123,788
Current liabilities:
Accounts payable	916	1,019
Accrued expenses and other current liabilities	7,581	5,241
Operating lease current liabilities	2,634	2,532
Deferred revenue	71	95
Total current liabilities	11,202	8,887
Warrants	14,000	4,200
Operating lease noncurrent liabilities	15,076	5,290
Other long-term liabilities	1,671	1,547
Long term debt, net of debt issuance cost and discount	47,067
Total liabilities	89,016	19,924
Stockholders’ equity:
Common stock, authorized 500,000,000 shares; 108,977,489 and 106,418,442 shares issued and 108,976,312 and 106,417,265 shares outstanding at September 30, 2023 and December 31, 2022, respectively	12	12
Additional paid-in capital	822,928	787,130
Accumulated other comprehensive income	1,153	1,371
Accumulated deficit	(743,831)	(688,492)
Common stock in treasury, at cost; 1,177 shares at September 30, 2023 and December 31, 2022	(4)	(4)
Total stockholders’ equity	80,258	100,017
Non-controlling interests	3,847	3,847
Total liabilities and stockholders’ equity	$ 173,121	$ 123,788

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Property and equipment, accumulated depreciation	$ 8,727	$ 5,971
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	108,977,489	106,418,442
Common stock, shares outstanding	108,976,312	106,417,265
Common stock, in treasury	1,177	1,177

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Revenue	$ 1,027	$ 503	$ 2,657	$ 3,123
Operating expenses:
Cost of goods sold (exclusive of depreciation and amortization)	3,232	2,830	9,397	8,868
Research and development	5,007	4,567	14,579	12,725
Selling, general and administrative	6,152	10,152	18,722	29,874
Depreciation and amortization	1,256	891	3,559	2,657
Total operating expenses	15,647	18,440	46,257	54,124
Operating loss	(14,620)	(17,937)	(43,600)	(51,001)
Other income (expense):
Interest income (expense)	(1,740)	336	(1,614)	445
Change in fair value of warrants	(6,737)	(962)	(9,800)	23,188
Other loss	(99)	(152)	(166)	(205)
Loss before income taxes	(23,196)	(18,715)	(55,180)	(27,573)
Provision for income taxes	24	15	159	41
Net loss	(23,220)	(18,730)	(55,339)	(27,614)
Foreign currency translation adjustment	(670)	(2)	(218)	(24)
Comprehensive loss	(23,890)	(18,732)	(55,557)	(27,638)
Net loss	(23,220)	(18,730)	(55,339)	(27,614)
Net loss attributable to common stockholders	$ (23,220)	$ (18,730)	$ (55,339)	$ (27,614)
Weighted average of shares outstanding – basic (in shares)	108,045	101,397	107,504	98,513
Weighted average of shares outstanding – diluted (in shares)	108,045	101,397	107,504	98,513
Net loss attributable to common stockholders per share - basic (in dollars per share)	$ (0.21)	$ (0.18)	$ (0.51)	$ (0.28)
Net loss attributable to common stockholders per share - diluted (in dollars per share)	$ (0.21)	$ (0.18)	$ (0.51)	$ (0.28)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Stockholders’ (Deficit) Equity	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Treasury stock, at cost	Non-controlling interest
Balance at Dec. 31, 2021	$ 99,442	$ 99,442	$ 11	$ 747,928	$ (648,376)	$ (121)
Balance (in Shares) at Dec. 31, 2021			96,546,611
Increase (Decrease) in Stockholders' Equity
Exercise of common stock options	26	26		26
Exercise of common stock options (in Shares)			7,325
Exercise of common warrants (in Shares)			10
Stock-based compensation expense	7,195	7,195		7,195
Net income (loss)	(9,711)	(9,711)			(9,711)
Foreign currency translation adjustment	(13)	(13)				(13)
Common stock received for tax withholding	(1)	(1)					(1)
Common stock received for tax withholding (in Shares)			(173)
Balance at Mar. 31, 2022	96,938	96,938	$ 11	755,149	(658,087)	(134)	(1)
Balance (in Shares) at Mar. 31, 2022			96,553,773
Balance at Dec. 31, 2021	99,442	99,442	$ 11	747,928	(648,376)	(121)
Balance (in Shares) at Dec. 31, 2021			96,546,611
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(27,614)
Foreign currency translation adjustment	(24)
Balance at Sep. 30, 2022	92,441	92,441	$ 11	768,569	(675,990)	(145)	(4)
Balance (in Shares) at Sep. 30, 2022			101,393,158
Balance at Mar. 31, 2022	96,938	96,938	$ 11	755,149	(658,087)	(134)	(1)
Balance (in Shares) at Mar. 31, 2022			96,553,773
Increase (Decrease) in Stockholders' Equity
Vesting of RSUs (in shares)			239,266
Issuance of RSAs (in shares)			205,850
Exercise of common stock options	22	22		22
Exercise of common stock options (in Shares)			79,614
Exercise of common warrants (in Shares)			4,308,297
Stock-based compensation expense	6,763	6,763		6,763
Net income (loss)	827	827			827
Foreign currency translation adjustment	(9)	(9)				(9)
Balance at Jun. 30, 2022	104,541	104,541		761,934	(657,260)	(143)	(1)
Balance (in Shares) at Jun. 30, 2022			101,386,800
Increase (Decrease) in Stockholders' Equity
Vesting of RSUs (in shares)			21,214
Issuance of RSAs (in shares)			43,430
Cancellation of RSAs (in Shares)			(57,282)
Stock-based compensation expense	6,635	6,635		6,635
Net income (loss)	(18,730)	(18,730)			(18,730)
Foreign currency translation adjustment	(2)	(2)				(2)
Common stock received for tax withholding	(3)	(3)					(3)
Common stock received for tax withholding (in Shares)			(1,004)
Balance at Sep. 30, 2022	92,441	92,441	$ 11	768,569	(675,990)	(145)	(4)
Balance (in Shares) at Sep. 30, 2022			101,393,158
Balance at Dec. 31, 2022	103,864	100,017	$ 12	787,130	(688,492)	1,371	(4)	3,847
Balance (in Shares) at Dec. 31, 2022			106,417,265
Increase (Decrease) in Stockholders' Equity
Vesting of RSUs (in shares)			619,387
Issuance of RSAs (in shares)			27,744
Exercise of common stock options	25	25		25
Exercise of common stock options (in Shares)			91,258
Stock-based compensation expense	4,548	4,548		4,548
Net income (loss)	(16,349)	(16,349)			(16,349)
Foreign currency translation adjustment	432	432				432
Balance at Mar. 31, 2023	92,520	88,673	$ 12	791,703	(704,841)	1,803	(4)	3,847
Balance (in Shares) at Mar. 31, 2023			107,155,654
Balance at Dec. 31, 2022	103,864	100,017	$ 12	787,130	(688,492)	1,371	(4)	3,847
Balance (in Shares) at Dec. 31, 2022			106,417,265
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(55,339)
Foreign currency translation adjustment	(218)
Balance at Sep. 30, 2023	84,105	80,258	$ 12	822,928	(743,831)	1,153	(4)	3,847
Balance (in Shares) at Sep. 30, 2023			108,976,312
Balance at Mar. 31, 2023	92,520	88,673	$ 12	791,703	(704,841)	1,803	(4)	3,847
Balance (in Shares) at Mar. 31, 2023			107,155,654
Increase (Decrease) in Stockholders' Equity
Vesting of RSUs (in shares)			605,975
Issuance of RSAs (in shares)			376,325
Exercise of common stock options	13	13		13
Exercise of common stock options (in Shares)			46,583
Stock-based compensation expense	3,697	3,697		3,697
Issuance of common warrants	14,598	14,598		14,598
Net income (loss)	(15,770)	(15,770)			(15,770)
Foreign currency translation adjustment	20	20				20
Balance at Jun. 30, 2023	95,078	91,231	$ 12	810,011	(720,611)	1,823	(4)	3,847
Balance (in Shares) at Jun. 30, 2023			108,184,537
Increase (Decrease) in Stockholders' Equity
Vesting of RSUs (in shares)			260,215
Issuance of RSAs (in shares)			24,500
Exercise of common stock options	28	28		28
Exercise of common stock options (in Shares)			98,829
Exercise of common warrants	882	882		882
Exercise of common warrants (in Shares)			408,231
Stock-based compensation expense	3,762	3,762		3,762
Issuance of common warrants	8,245	8,245		8,245
Net income (loss)	(23,220)	(23,220)			(23,220)
Foreign currency translation adjustment	(670)	(670)				(670)
Balance at Sep. 30, 2023	$ 84,105	$ 80,258	$ 12	$ 822,928	$ (743,831)	$ 1,153	$ (4)	$ 3,847
Balance (in Shares) at Sep. 30, 2023			108,976,312

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (55,339)	$ (27,614)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,559	2,657
Equity-based compensation	12,643	20,593
Change in fair value of warranty liability	9,800	(23,188)
Realized and unrealized gain on marketable securities	(501)
Equity method investment loss	157	175
Asset retirement obligation accretion	51	41
Amortization of debt discount	1,771
Changes in operating assets and liabilities:
Accounts receivable	(569)	298
Other current assets	1,246	1,996
Other assets	84	68
Accounts payable	(102)	1,068
Deferred revenue	(23)	(1,588)
Accrued expenses and other liabilities	2,140	(92)
Operating lease right-of-use assets and liabilities	476	401
Net cash used in operating activities	(24,607)	(25,185)
Investing activities
Capitalization of costs and purchases of network assets, property, and equipment	(2,541)	(1,720)
Purchase of marketable securities	(33,494)	(8,173)
Sale and maturity of marketable securities	35,249
Purchase of internal use software	(708)	(279)
Purchase of equity method investment		(1,125)
Net cash used in investing activities	(1,494)	(11,297)
Financing activities
Proceeds from senior secured notes	70,000
Payments towards debt issuance cost	(1,861)
Payments towards debt	(82)
Proceeds from exercise of stock options	66	48
Proceeds from exercise of warrants	882
Repurchase of common stocks (withholding taxes)		(4)
Net cash provided by financing activities	69,005	44
Effect of exchange rates on cash and cash equivalents	(2)	(50)
Net decrease in cash and cash equivalents	42,902	(36,488)
Cash and cash equivalents at beginning of period	47,230	100,076
Cash and cash equivalents at end of period	90,132	63,588
Non-cash financing information
Capital expenditure included in accounts payable	120	427
Issuance of warrants	$ 22,843

Organization and Business

Organization and Business	9 Months Ended
	Sep. 30, 2023
Organization and Business
Organization and Business	1 Principal Business NextNav Inc. and its consolidated subsidiaries (collectively “NextNav” or the “Company”) deliver next generation positioning, navigation and timing (“PNT”) solutions built on a robust asset platform, including 8 900 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. During the nine months ended September 30, 2023 2022 million and $ million, respectively. During the nine months ended September 30, 2023 2022 million and $ million, respectively. As of September 30, 2023 million. The Company’s primary use of cash is to fund operations as NextNav continues to grow. The Company expects to incur additional losses and higher operating expenses for the foreseeable future, specifically as NextNav invests in ongoing research and development and the expansion of the TerraPoiNT network. Ma naging liquidity and the Company’s cash position is a priority of the Company. The Company continually works to optimize its expenses in light of the growth of its business and adapt to changes in the economic environment. The Company believes that the cash and cash equivalents and marketable securities as of September 30, 2023

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
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. Unaudited Interim Financial Information The condensed consolidated financial statements as of September 30, 2023 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 ’ December 31, 2022 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 financial position as of September 30, 2023 three and nine September 30, 2023 2022 ’ nine September 30, 2023 2022 There have been no changes to the Company’s significant accounting policies described in the 2022 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. Cash and Cash Equivalents and Marketable Securities Cash and cash equivalents include all cash in banks and highly liquid investments with an original maturity of three The Company invests excess cash primarily in U.S. government and government agency bonds, and money market funds. The Company classifies all marketable securities that have stated maturities of three three Revenue The following table presents the Company’s revenue disaggregated by category and source: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Commercial $ 945 $ 488 $ 2,565 $ 2,970 Government contracts 5 7 15 24 Equipment sales 77 8 77 129 Total revenue $ 1,027 $ 503 $ 2,657 $ 3,123 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 September 30, 2023 December 31, 2022 million and $ 2.2 million, respectively. The Company estimates losses on accounts receivable based on expected losses, including its historical experience of actual losses. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of September 30 and December 31, 2022 , all accounts receivable balances were current and no 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 September 30, 2023 December 31, 2022 71 thousand and $ 95 thousand, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of goods sold $ 561 $ 531 $ 1,705 $ 1,714 Research and development 1,843 1,415 5,201 4,715 Selling, general and administrative 2,003 4,689 5,737 14,164 Total stock-based compensation expense $ 4,407 $ 6,635 $ 12,643 $ 20,593 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except per share amounts) Numerator Net loss attributable to common stockholders $ (23,220 ) $ (18,730 ) $ (55,339 ) $ (27,614 ) Denominator Weighted average shares – basic and diluted 108,045 101,397 107,504 98,513 Basic and diluted loss per share $ (0.21 ) $ (0.18 ) $ (0.51 ) $ ( 0.28 ) The following details anti-dilutive unvested restricted stock units and unvested restricted stock awards, as well as the anti-dilutive effects of the outstanding warrants and stock options: Three Months Ended September 30, Nine Months Ended September 30, Antidilutive Shares Excluded 2023 2022 2023 2022 (in thousands) (in thousands) Warrants 44,268 18,750 44,268 18,750 Stock Options 3,667 2,374 3,667 2,374 Unvested Restricted Stock Units 3,500 3,294 3,500 3,294 Unvested Restricted Stock Awards 334 1,262 334 1,262 Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one The Company evaluates equity method investment for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded. 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. 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 twelve 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 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. Acquired finite-lived intangible assets Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one September 30, 2023 December 31, 2022 The following summarizes the Company's goodwill activities (in thousands): Goodwill - January 1 2023 $ 17,493 Changes in foreign exchange rates (159 ) Purchase price adjustment (96 ) Goodwill - September 30, 2023 $ 17,238 Acquisitions The Company accounts for its acquisitions using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s shareholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. During the measurement period, which may be up to one Long term debt I n conjunction with the issuance of senior secured notes in May and July of 2023 Debt discounts are amortized to interest expense based on the related debt agreements primarily using the effective interest method. Non-controlling Interests The non-controlling interest in the Company’s condensed consolidated financial statements represents the warrants for Nestwave, SAS (“Nestwave”) shares that were owned by the selling shareholders of Nestwave. Holders of the warrants do not have the right to income or obligation to losses, and the Company did not attribute any net loss to the non-controlling interests for the three and nine months ended September 30, 2023 Foreign Currency Translation The functional currency of NextNav’s foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the Condensed Consolidated Balance Sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss. Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gains (losses) from foreign currency contracts recorded in the Consolidated Statements of Comprehensive Loss were immaterial for the three and nine September 30, 2023 2022 Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016 13 326 2016 13 2016 13 The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	3 Accrued expenses and other current liabilities consisted of the following: September 30, 2023 December 31, 2022 (in thousands) Accrued salary and other employee liabilities $ 2,928 $ 2,420 Accrued legal and professional services 299 387 Other accrued liabilities 4,354 2,434 Total $ 7,581 $ 5,241

Intangibles

Intangibles	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles	4. Intangibles Intangible assets as of September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Value Gross Amount Accumulated Amortization Net Carrying Value Indefinite-Lived intangible assets $ 3,467 $ — $ 3,467 $ 3,467 $ — $ 3,467 Acquired Software 6,983 1,911 5,072 6,999 1,561 5,438 Acquired Technology 575 44 531 580 8 572 Internal Use Software 2,326 1,047 1,279 1,560 640 920 Total $ 13,351 $ 3,002 $ 10,349 $ 12,606 $ 2,209 $ 10,397 The weighted average remaining useful lives of acquired software and acquired technology were 11.08 years as of September 30, 2023 Amortization expense on intangibles assets was $ million and $0.1 million for the three months ended September 30, 2023 2022 , respectively. Amortization expense on intangibles assets was $0.8 nine months ended September 30, 2023 2022 2023 $ 270 2024 1,012 2025 950 2026 712 2027 and thereafter 3,938 $ 6,882

Equity Method Investment

Equity Method Investment	9 Months Ended
	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	5. Equity Method Investment As of September 30, 2023 MetCom Inc kabushiki kaisha MetCom MetCom MetCom’s TerraPoiNT y’s MetCom’s MetCom MetCom investee the nine September 30, 2023 Company’s $738 September 30, 2023 he Company had $46 thousand and $279 September 30, 2023 December 31, 2022 The Company holds a warrant (the “MetCom Warrant”) issued by MetCom MetCom September 30, 2023

Fair Value

Fair Value	9 Months Ended
	Sep. 30, 2023
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 - Level 1 - Level 2 - Level 3 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) September 30, 2023 Cash and Cash Equivalents - Money Market Funds $ 806 $ — $ — $ 806 Cash and Cash Equivalents - U.S. Government Agency Bonds — 86,307 — 86,307 Short term investments - U.S. Government Agency Bonds — 6,962 — 6,962 Private Placement Warrants — — 14,000 14,000 December 31, 2022 Cash and Cash Equivalents - Money Market Funds $ 95 $ — $ — $ 95 Cash and Cash Equivalents - U.S. Government Agency Bonds — 36,509 — 36,509 Short term investments - U.S. Government Agency Bonds — 8,216 — 8,216 Private Placement Warrants $ — $ — $ 4,200 $ 4,200 The carrying values of cash and cash equivalents, accounts payable, accrued expenses, amounts included in other current assets, and current liabilities that meet the definition of a financial instrument, approximate fair value due to their short-term nature. 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 The Company engaged a third-party valuation firm to assist with the fair value analysis of the Private Placement Warrants (as defined below). 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 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Values Values Stock Price $ 5.14 $ 2.93 Strike price $ 11.50 $ 11.50 Holding Period/Term (years) 3.08 3.82 Volatility 72.50 % 62.00 % Expected dividends None None Risk-Free Rate 4.79 % 4.13 % Fair value of warrants $ 1.60 $ 0.48 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, 2022 $ 4,200 Fair value adjustment of Private Placement Warrants 9,800 Balance as of September 30, 2023 $ 14,000

Long term debt, net

Long term debt, net	9 Months Ended
	Sep. 30, 2023
Long term debt, net
Long term debt, net	7. Long term debt, net On May 9, 2023 (the “Initial Closing”), pursuant to the terms of the Notes Purchase Agreement (the “NPA”) and Indenture Agreement (the “Indenture”), the Company issued $ 50.0 10 December 1, 2026 semi-annually 50 Under the NPA, the Lenders had the right, but not the obligation, to purchase additional Notes (the “Additional Notes”), on a pro rata basis, in an aggregate principal amount of $ 20.0 30 20.0 2026 In conjunction with the issuance of Notes, the Company issued 18,518,520 “Initial Warrants”) 2.16 7,407,407 “ ” together with the Initial Warrants, the “Debt Warrants” 2.16 0.01 130 14.6 8.2 The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 1933 . The Company filed such registration statement with the SEC on June 23, 2023, which the SEC declared effective on June 29, 2023. The carrying value of the Notes was $47.1 million as of September 30, 2023 September 30, 2023 September 30, 2023 3 Additional Interest The Notes are subject to additional interest of up to 0.50 144 Redemption and Early Repayment The Company may redeem the Notes, in whole or in part, at any time on or after May 9, 2024 at a redemption price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest. In the event of certain non-ordinary course asset sales, including sales of certain intellectual property or spectrum licensed by the FCC to the Company or its subsidiaries, the Company must make a mandatory repurchase offer for a portion of the Notes outstanding with the proceeds of such sale, at a price equal to 100% of the aggregate principal amount of the Notes with accrued and unpaid interest, subject to certain thresholds and limitations set forth in the Indenture. In the event of a change of control, each holder has the right, at such holder’s option and subject to the limitations set forth in the Indenture, to require the Company to repurchase for cash all or any portion of such holder’s Notes at a price equal to 101% of the aggregate principal amount with accrued and unpaid interest. Debt Covenant Compliance The Notes are guaranteed on a first lien senior secured basis by NextNav’s domestic subsidiaries and secured by substantially all of the assets of the Company and its domestic subsidiaries. The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates ; As of September 30, 2023

Warrants and Warrant Liability

Warrants and Warrant Liability	9 Months Ended
	Sep. 30, 2023
Warrants And Warrants Liability [Abstract]
Warrants and Warrant Liability	8 As of September 30, 2023 NextNav had 44,267,686 9,999,990 8,750,000 the Debt Warrants , as further described in Note 7 Holders of the Public Warrants, Private Placement Warrants and Debt Warrants are entitled to acquire shares of common stock of NextNav. With respect to the Public Warrants and Private Placement Warrants, each whole warrant entitles the registered holder to purchase one 11.50 October 28, 2026 NextNav has 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. 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. The Company has the right to redeem for cash the applicable pro rata portion of any Debt Warrant on each of May 1, 2025, September 1, 2025 and December 1, 2025, in each case, at a redemption price of $ 0.01 130 22.8 3

Common Stock

Common Stock	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Common Stock	9 As of September 30, 2023 (a) 500,000,000 shares of common stock and (b) 100,000,000 shares of undesignated preferred stock September 30, 2023

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	10. Commitments and Contingencies Litigation and Legal Matters From time to time, the Company is 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 September 30, 2023

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Taxes
Income Taxes	11 The Company Company’s three months ended September 30, 2023 three months ended September 30, 2022 nine months ended September 30, 2023 nine months ended September 30, 2022

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events
Subsequent Events	12. 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 no subsequent events have occurred that require disclosure.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
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.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The condensed consolidated financial statements as of September 30, 2023 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 ’ December 31, 2022 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 financial position as of September 30, 2023 three and nine September 30, 2023 2022 ’ nine September 30, 2023 2022 There have been no changes to the Company’s significant accounting policies described in the 2022
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.
Cash and Cash Equivalents and Marketable Securities	Cash and Cash Equivalents and Marketable Securities Cash and cash equivalents include all cash in banks and highly liquid investments with an original maturity of three The Company invests excess cash primarily in U.S. government and government agency bonds, and money market funds. The Company classifies all marketable securities that have stated maturities of three three
Revenue	Revenue The following table presents the Company’s revenue disaggregated by category and source: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Commercial $ 945 $ 488 $ 2,565 $ 2,970 Government contracts 5 7 15 24 Equipment sales 77 8 77 129 Total revenue $ 1,027 $ 503 $ 2,657 $ 3,123
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 September 30, 2023 December 31, 2022 million and $ 2.2 million, respectively. The Company estimates losses on accounts receivable based on expected losses, including its historical experience of actual losses. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. As of September 30 and December 31, 2022 , all accounts receivable balances were current and no 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 September 30, 2023 December 31, 2022 71 thousand and $ 95 thousand, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of goods sold $ 561 $ 531 $ 1,705 $ 1,714 Research and development 1,843 1,415 5,201 4,715 Selling, general and administrative 2,003 4,689 5,737 14,164 Total stock-based compensation expense $ 4,407 $ 6,635 $ 12,643 $ 20,593
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except per share amounts) Numerator Net loss attributable to common stockholders $ (23,220 ) $ (18,730 ) $ (55,339 ) $ (27,614 ) Denominator Weighted average shares – basic and diluted 108,045 101,397 107,504 98,513 Basic and diluted loss per share $ (0.21 ) $ (0.18 ) $ (0.51 ) $ ( 0.28 ) The following details anti-dilutive unvested restricted stock units and unvested restricted stock awards, as well as the anti-dilutive effects of the outstanding warrants and stock options: Three Months Ended September 30, Nine Months Ended September 30, Antidilutive Shares Excluded 2023 2022 2023 2022 (in thousands) (in thousands) Warrants 44,268 18,750 44,268 18,750 Stock Options 3,667 2,374 3,667 2,374 Unvested Restricted Stock Units 3,500 3,294 3,500 3,294 Unvested Restricted Stock Awards 334 1,262 334 1,262
Equity Method Investment	Equity Method Investment The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The initial carrying value of equity method investment is based on the amount paid to purchase the interest in the investee entity. Subsequently, the investment is increased or decreased by the Company’s proportionate share in the investee’s earnings or losses and decreased by cash distributions from the investee. The Company eliminates from its financial results all significant intercompany transactions to the extent of its ownership interest, including the intercompany portion of transactions with equity method investee. The Company’s share of the investee’s income or loss is recorded on a one The Company evaluates equity method investment for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If the Company determines a decline in the fair value of an equity method investment below its carrying value is other-than-temporary, an impairment is recorded.
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. 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 twelve 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 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.
Acquired finite-lived intangible assets	Acquired finite-lived intangible assets
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one September 30, 2023 December 31, 2022 The following summarizes the Company's goodwill activities (in thousands): Goodwill - January 1 2023 $ 17,493 Changes in foreign exchange rates (159 ) Purchase price adjustment (96 ) Goodwill - September 30, 2023 $ 17,238
Acquisitions	Acquisitions The Company accounts for its acquisitions using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s shareholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. During the measurement period, which may be up to one
Long term debt	Long term debt I n conjunction with the issuance of senior secured notes in May and July of 2023 Debt discounts are amortized to interest expense based on the related debt agreements primarily using the effective interest method.
Non-controlling Interests	Non-controlling Interests The non-controlling interest in the Company’s condensed consolidated financial statements represents the warrants for Nestwave, SAS (“Nestwave”) shares that were owned by the selling shareholders of Nestwave. Holders of the warrants do not have the right to income or obligation to losses, and the Company did not attribute any net loss to the non-controlling interests for the three and nine months ended September 30, 2023
Foreign Currency Translation	Foreign Currency Translation The functional currency of NextNav’s foreign subsidiaries is generally the local currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the Condensed Consolidated Balance Sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive loss. Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gains (losses) from foreign currency contracts recorded in the Consolidated Statements of Comprehensive Loss were immaterial for the three and nine September 30, 2023 2022
Adopted Accounting Pronouncements	Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016 13 326 2016 13 2016 13 The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Schedule of company’s revenue disaggregated by category and source	Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Commercial $ 945 $ 488 $ 2,565 $ 2,970 Government contracts 5 7 15 24 Equipment sales 77 8 77 129 Total revenue $ 1,027 $ 503 $ 2,657 $ 3,123
Schedule of stock-based compensation included in cost of goods sold, research and development, and selling, general and administrative expenses	Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of goods sold $ 561 $ 531 $ 1,705 $ 1,714 Research and development 1,843 1,415 5,201 4,715 Selling, general and administrative 2,003 4,689 5,737 14,164 Total stock-based compensation expense $ 4,407 $ 6,635 $ 12,643 $ 20,593
Schedule of diluted weighted average shares	Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except per share amounts) Numerator Net loss attributable to common stockholders $ (23,220 ) $ (18,730 ) $ (55,339 ) $ (27,614 ) Denominator Weighted average shares – basic and diluted 108,045 101,397 107,504 98,513 Basic and diluted loss per share $ (0.21 ) $ (0.18 ) $ (0.51 ) $ ( 0.28 )
Schedule of anti-dilutive unvested restricted stock units and unvested restricted stock awards	Three Months Ended September 30, Nine Months Ended September 30, Antidilutive Shares Excluded 2023 2022 2023 2022 (in thousands) (in thousands) Warrants 44,268 18,750 44,268 18,750 Stock Options 3,667 2,374 3,667 2,374 Unvested Restricted Stock Units 3,500 3,294 3,500 3,294 Unvested Restricted Stock Awards 334 1,262 334 1,262
Schedule of goodwill activities	Goodwill - January 1 2023 $ 17,493 Changes in foreign exchange rates (159 ) Purchase price adjustment (96 ) Goodwill - September 30, 2023 $ 17,238

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses and other current liabilities	September 30, 2023 December 31, 2022 (in thousands) Accrued salary and other employee liabilities $ 2,928 $ 2,420 Accrued legal and professional services 299 387 Other accrued liabilities 4,354 2,434 Total $ 7,581 $ 5,241

Intangibles (Tables)

Intangibles (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible assets	September 30, 2023 December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Value Gross Amount Accumulated Amortization Net Carrying Value Indefinite-Lived intangible assets $ 3,467 $ — $ 3,467 $ 3,467 $ — $ 3,467 Acquired Software 6,983 1,911 5,072 6,999 1,561 5,438 Acquired Technology 575 44 531 580 8 572 Internal Use Software 2,326 1,047 1,279 1,560 640 920 Total $ 13,351 $ 3,002 $ 10,349 $ 12,606 $ 2,209 $ 10,397
Schedule of future amortization	2023 $ 270 2024 1,012 2025 950 2026 712 2027 and thereafter 3,938 $ 6,882

Fair Value (Tables)

Fair Value (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value
Schedule of financial assets and liabilities measured at fair value	Level 1 Level 2 Level 3 Total (in thousands) September 30, 2023 Cash and Cash Equivalents - Money Market Funds $ 806 $ — $ — $ 806 Cash and Cash Equivalents - U.S. Government Agency Bonds — 86,307 — 86,307 Short term investments - U.S. Government Agency Bonds — 6,962 — 6,962 Private Placement Warrants — — 14,000 14,000 December 31, 2022 Cash and Cash Equivalents - Money Market Funds $ 95 $ — $ — $ 95 Cash and Cash Equivalents - U.S. Government Agency Bonds — 36,509 — 36,509 Short term investments - U.S. Government Agency Bonds — 8,216 — 8,216 Private Placement Warrants $ — $ — $ 4,200 $ 4,200
Schedule of fair value warrants estimated using the Black-Scholes option-pricing model	September 30, 2023 December 31, 2022 Values Values Stock Price $ 5.14 $ 2.93 Strike price $ 11.50 $ 11.50 Holding Period/Term (years) 3.08 3.82 Volatility 72.50 % 62.00 % Expected dividends None None Risk-Free Rate 4.79 % 4.13 % Fair value of warrants $ 1.60 $ 0.48
Schedule of liabilities measured at fair value	Warrants: (in thousands) Balance as of December 31, 2022 $ 4,200 Fair value adjustment of Private Placement Warrants 9,800 Balance as of September 30, 2023 $ 14,000

Organization and Business (Deta

Organization and Business (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Organization and Business
Net loss	$ 23,220	$ 15,770	$ 16,349	$ 18,730	$ (827)	$ 9,711	$ 55,339	$ 27,614
Net cash used in operating activities							24,607	$ 25,185
Short term investments	$ 97,100						$ 97,100

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts receivable	$ 2,700	$ 2,200
Contract liabilities	71	95
Allowances for doubtful accounts	0	0
Goodwill impairment	$ 0	$ 0

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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue disaggregated by category
Total revenue	$ 1,027	$ 503	$ 2,657	$ 3,123
Commercial
Revenue disaggregated by category
Total revenue	945	488	2,565	2,970
Government contracts
Revenue disaggregated by category
Total revenue	5	7	15	24
Equipment sales
Revenue disaggregated by category
Total revenue	$ 77	$ 8	$ 77	$ 129

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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Details of the amount of stock-based compensation
Total stock-based compensation expense	$ 4,407	$ 6,635	$ 12,643	$ 20,593
Cost of goods sold
Details of the amount of stock-based compensation
Total stock-based compensation expense	561	531	1,705	1,714
Research and development
Details of the amount of stock-based compensation
Total stock-based compensation expense	1,843	1,415	5,201	4,715
Selling, general and administrative
Details of the amount of stock-based compensation
Total stock-based compensation expense	$ 2,003	$ 4,689	$ 5,737	$ 14,164

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of diluted weighted average shares - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator
Net loss attributable to common stockholders	$ (23,220)	$ (18,730)	$ (55,339)	$ (27,614)
Denominator
Weighted average shares – basic	108,045	101,397	107,504	98,513
Weighted average shares – diluted	108,045	101,397	107,504	98,513
Basic loss per share	$ (0.21)	$ (0.18)	$ (0.51)	$ (0.28)
Diluted loss per share	$ (0.21)	$ (0.18)	$ (0.51)	$ (0.28)

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive unvested restricted stock units - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Warrants
Details of anti-dilutive securities
Antidilutive Shares Excluded	44,268	18,750	44,268	18,750
Stock Options
Details of anti-dilutive securities
Antidilutive Shares Excluded	3,667	2,374	3,667	2,374
Unvested Restricted Stock Units
Details of anti-dilutive securities
Antidilutive Shares Excluded	3,500	3,294	3,500	3,294
Unvested Restricted Stock Awards
Details of anti-dilutive securities
Antidilutive Shares Excluded	334	1,262	334	1,262

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Schedule of goodwill activities $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Summary of Significant Accounting Policies
Goodwill, Beginning Balance	$ 17,493
Changes in foreign exchange rates	(159)
Purchase price adjustment	(96)
Goodwill, Ending Balance	$ 17,238

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued salary and other employee liabilities	$ 2,928	$ 2,420
Accrued legal and professional services	299	387
Other accrued liabilities	4,354	2,434
Total	$ 7,581	$ 5,241

Intangibles (Details)

Intangibles (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Amortization expense	$ 0.3	$ 0.1	$ 0.8	$ 0.2
Acquired software [Member]
Property, Plant and Equipment [Line Items]
Weighted average remaining useful lives			11 years 29 days

Intangibles (Details) - Schedul

Intangibles (Details) - Schedule of Intangible assets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]
Gross Amount	$ 13,351	$ 12,606
Accumulated Amortization	3,002	2,209
Net Carrying Value	10,349	10,397
Indefinite-Lived Intangible Assets [Member]
Indefinite-Lived Intangible Assets [Line Items]
Gross Amount	3,467	3,467
Accumulated Amortization
Net Carrying Value	3,467	3,467
Acquired Software [Member]
Indefinite-Lived Intangible Assets [Line Items]
Gross Amount	6,983	6,999
Accumulated Amortization	1,911	1,561
Net Carrying Value	5,072	5,438
Acquired Technology [Member]
Indefinite-Lived Intangible Assets [Line Items]
Gross Amount	575	580
Accumulated Amortization	44	8
Net Carrying Value	531	572
Internal Use Software [Member]
Indefinite-Lived Intangible Assets [Line Items]
Gross Amount	2,326	1,560
Accumulated Amortization	1,047	640
Net Carrying Value	$ 1,279	$ 920

Intangibles (Details) - Sched_2

Intangibles (Details) - Schedule of future amortization $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 270
2024	1,012
2025	950
2026	712
2027 and thereafter	3,938
Total	$ 6,882

Equity Method Investment (Detai

Equity Method Investment (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 ¥ / shares	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Account receivables	$ 46		$ 279
Met Com [Member]
Schedule of Equity Method Investments [Line Items]
Shares representing ownership | shares	702,334
Ownership percentage	14.80%
Other long-term assets	$ 738
Other income (expenses)	$ 157
Met Com [Member] | Warrant [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage	33%
Warrants exercise price per share | ¥ / shares		¥ 10

Fair Value (Details) - Schedule

Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Short term investments	$ 97,100
Private Placement Warrants	14,000	$ 4,200
Money Market Funds [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Cash and Cash Equivalents	806	95
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	86,307	36,509
Short term investments	6,962	8,216
Level 1 [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Private Placement 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	806	95
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
Short term investments
Level 2 [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Private Placement 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	86,307	36,509
Short term investments	6,962	8,216
Level 3 [Member]
Fair Value (Details) - Schedule of financial assets and liabilities measured at fair value [Line Items]
Private Placement Warrants	14,000	4,200
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
Short term investments

Fair Value (Details) - Schedu_2

Fair Value (Details) - Schedule of fair value warrants estimated using the Black-Scholes option-pricing model - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value
Stock Price (in Dollars per share)	$ 5.14	$ 2.93
Strike price	$ 11.5	$ 11.5
Holding Period/Term (years)	3 years 29 days	3 years 9 months 25 days
Volatility	72.50%	62%
Expected dividends	0%	0%
Risk-Free Rate	4.79%	4.13%
Fair value of warrants (in Dollars per share)	$ 1.6	$ 0.48

Fair Value (Details) - Schedu_3

Fair Value (Details) - Schedule of liabilities measured at fair value $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Warrants:
Balance as of December 31, 2022	$ 4,200
Fair value adjustment of Private Placement Warrants	9,800
Balance as of September 30, 2023	$ 14,000

Long term debt, net (Details)

Long term debt, net (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Jun. 08, 2023	May 09, 2023	Sep. 30, 2023	Sep. 30, 2022	Jul. 06, 2023	Dec. 31, 2022
Long term debt, net
Warrants			44,267,686
Carrying value of the Notes, net of debt issuance cost and discount			$ 47,067
Amortization of debt issuance costs and discount			1,771
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member]
Long term debt, net
Debt discount of the Notes			22,900
Debt Instrument, Aggregate principal amount	$ 20,000	$ 50,000
Debt Instrument, Interest Rate, Stated Percentage		10%
Debt Instrument, Maturity Date		Dec. 01, 2026
Debt Instrument, Frequency of Periodic Payment		semi-annually
Proceeds from issuance of debt	$ 20,000
Carrying value of the Notes, net of debt issuance cost and discount			47,100
Amortization of debt issuance costs and discount			$ 1,800
Debt Instrument, Redemption Period, Start Date			May 09, 2024
Debt Instrument, Redemption Price, Percentage			101%
Debt Instrument, Redemption Price, Percentage of Principal Amount at Event of Certain Non-Ordinary Course Asset Sales			100%
Debt Instrument, Redemption Price, Percentage of Principal Amount at Event of Change of Control			101%
Debt Instrument, Covenant Compliance			the Company was in compliance with all of the applicable debt covenants
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Maximum [Member]
Long term debt, net
Percentage of accrued and unpaid interest on debt		50%
Exercise period of debt issued, from date of initial closing	30 days
Debt Instrument, Interest Rate, Increase (Decrease)			0.50%
Debt Instrument, Interest Rate, Increase at Event of Default			2%
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Warrant [Member]
Long term debt, net
Warrants		18,518,520			7,407,407
Exercise price of warrants issued		$ 2.16	$ 2.16		$ 2.16
Warrant redemption price per share of underlying common stock			$ 0.01
Fair value of debt		$ 14,600	$ 22,800		$ 8,200
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Warrant [Member] | Minimum [Member]
Long term debt, net
Debt instrument, Redemption price, Percentage of exercise price of warrants			130%
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Warrant [Member] | Maximum [Member]
Long term debt, net
Exercise period of debt issued, from date of initial closing			3535 days

Warrants and Warrant Liability

Warrants and Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Jun. 08, 2023	Sep. 30, 2023	Jul. 06, 2023	May 09, 2023
Warrants and Warrant Liability (Details) [Line Items]
Warrants outstanding		44,267,686
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.
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Maximum [Member]
Warrants and Warrant Liability (Details) [Line Items]
Exercise period of debt issued, from date of initial closing	30 days
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Warrant [Member]
Warrants and Warrant Liability (Details) [Line Items]
Warrants outstanding			7,407,407	18,518,520
Warrants issued				25,517,696
Class of warrant or right number of securities called by each warrant or right		1
Exercise price per unit (in Dollars per share)		$ 2.16	$ 2.16	$ 2.16
Warrants, maturity date		Jun. 01, 2027
Financial Instrument Subject to Mandatory Redemption, Par Value Per Share		$ 0.01
Fair value of debt		$ 22.8	$ 8.2	$ 14.6
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Warrant [Member] | Minimum [Member]
Warrants and Warrant Liability (Details) [Line Items]
Debt instrument, Redemption price, Percentage of exercise price of warrants		130%
Note Purchase Agreement and Indenture Agreement [Member] | Senior Secured Notes due 2026 [Member] | Warrant [Member] | Maximum [Member]
Warrants and Warrant Liability (Details) [Line Items]
Exercise period of debt issued, from date of initial closing		3535 days
Public Warrants and Private Placement Warrants [Member]
Warrants and Warrant Liability (Details) [Line Items]
Class of warrant or right number of securities called by each warrant or right		1
Exercise price per unit (in Dollars per share)		$ 11.5
Warrants, maturity date		Oct. 28, 2026
Public Warrants [Member]
Warrants and Warrant Liability (Details) [Line Items]
Number of shares issued		9,999,990
Private Placement Warrants [Member]
Warrants and Warrant Liability (Details) [Line Items]
Number of shares issued		8,750,000

Common Stock (Details)

Common Stock (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Common Stock and Convertible Preferred Units (Details) [Line Items]
Common stock, shares issued	108,977,489	106,418,442
Common stock, shares outstanding	108,976,312	106,417,265
Common stock, shares authorized	500,000,000	500,000,000
Preferred stock, shares authorized	100,000,000
Capital stock shares authorized	600,000,000
Capital stock par or stated value per share	$ 0.0001

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Taxes (Details) [Line Items]
Effective tax rate	0.10%	0.08%	0.30%	0.10%
Income tax provision (benefit)	$ 24	$ 15	$ 159	$ 41
pretax loss	$ 23,196	$ 18,715	$ 55,180	$ 27,573
U.S. Federal and State [Member]
Income Taxes (Details) [Line Items]
Effective tax rate			0%