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    Amendment: SEC Form 8-K/A filed by NextNav Inc.

    9/26/25 7:01:07 AM ET
    $NN
    Industrial Machinery/Components
    Industrials
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    nn-20250919.htm
    true 0001865631 00018656312025-09-192025-09-190001865631nn:CommonStockParValue0.0001PerShareMember2025-09-192025-09-190001865631nn:WarrantsEachToPurchaseOneShareOfCommonStockMember2025-09-192025-09-19


     

     

     UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549


    FORM 8-K/A

    Amendment No.1

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): September 19, 2025

    NEXTNAV INC.

    (Exact name of Registrant as Specified in Its Charter)

    Delaware

    001-40985

    87-0854654

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    11911 Freedom Drive, Ste. 200

     

    Reston, Virginia 20190

     

    20190

    (Address of Principal Executive Offices)

     

    (Zip Code)

    Registrant’s Telephone Number, Including Area Code: (800) 775-0982


    (Former Name or Former Address, if Changed Since Last Report)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:                                               

    Title of each class

     

    Trading Symbol(s)

     

    Name of each exchange on which registered

    Common Stock, par value $0.0001 per share

     

    NN

     

    Nasdaq Capital Market

    Warrants, each to purchase one share of Common Stock


    NNAVW


    Nasdaq Capital Market

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    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 13(a) of the Exchange Act.  ☐


     

     




    EXPLANATORY NOTE


    This Amendment No. 1 amends the Current Report on Form 8-K filed by NextNav Inc. on September 25, 2025 (the “Original Report”) to provide supplemental disclosures. Except as provided herein, the disclosures in the Original Report remain unchanged.

     

    Item  2.01. Completion of Acquisition or Disposition of Assets.

    As disclosed in the Current Report on Form 8-K of NextNav Inc. (the “Company”) filed on September 25, 2025, the transaction contemplated by the Asset Purchase Agreement, dated March 7, 2024, among the Company, its wholly owned subsidiary, Progeny LMS, LLC (“Progeny”), Telesaurus Holdings GB LLC (“Telesaurus”), and Skybridge Spectrum Foundation (“Skybridge”), closed on September 19, 2025 (the “Closing”).

    In connection with the Closing, on September 19, 2025, Telesaurus, Skybridge, Progeny, the Company, and Northlake Crystal, LLC, a permitted transferee of Telesaurus (“Northlake Crystal”), entered into an agreement pursuant to which, among other things, Northlake Crystal is subject to volume restrictions on the resale of shares of the Company’s common stock during any single trading day for a period of 12 months following the date of the Closing.





    SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      

     

     

     

    NEXTNAV INC.

     

     

     

     

    Date:

    September 26, 2025

    By:

    /s/ James Black

     

     

     

    Name: James Black
    Title:   General Counsel and Secretary

                                                                                



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