As filed with the Securities and Exchange Commission on April 25, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

Delaware		87-0854654
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

11911 Freedom Drive, Ste. 200

Reston, VA 20190

(800) 775-0982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christian Gates

Chief Financial Officer

11911 Freedom Drive, Ste. 200

Reston, VA 20190

(800) 775-0982

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert S. Matlin, Esq.

David A. Bartz, Esq.

K&L Gates LLP

599 Lexington Avenue

New York, NY 10022

Telephone: (212) 536-3900

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 the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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Table of Contents

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	Page
ABOUT THIS PROSPECTUS	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
MARKET, RANKING AND OTHER INDUSTRY DATA	4
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	4
PROSPECTUS SUMMARY	5
THE OFFERING	8
RISK FACTOR	9
USE OF PROCEEDS	10
THE SELLING SECURITYHOLDERS	10
DESCRIPTION OF SECURITIES	14
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	23
EXPERTS	23
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	24
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	26
SIGNATURES	30

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We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2025, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the Securities and Exchange Commission (the “SEC”) or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Smaller Reporting Company

We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K promulgated by the SEC and will remain a smaller reporting company while we have determined that either (i) the market value of our stock held by non-affiliates was less than $250 million as of the last business day of our most recently completed second fiscal quarter or (ii) our annual revenue was less than $100 million during our most recently completed fiscal year and the market value of our stock held by non-affiliates was less than $700 million as of the last business day of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies, including many of the same exemptions from disclosure requirements as those that are available to emerging growth companies, such as reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

Issuer	NextNav Inc.
Registered Shares to be offered by the Selling Securityholders	Up to 22,927,380 shares of Common Stock, comprised of (i) 15,127,380 Conversion Shares and (ii) 7,800,000 Warrant Shares.
Registered Warrants being offered by the Selling Securityholders	Up to 7,800,000 warrants.
Offering price	The Selling Securityholders may offer, sell or distribute all or a portion of the Registered Securities either through public or private transactions at prevailing market rates or at negotiated prices. See the section titled “Plan of Distribution.”
Common Stock outstanding before this offering	132,143,691 shares of Common Stock, excluding the Registered Shares (as of March 25, 2025).
Warrants outstanding before this offering	29,662,881 warrants, excluding the Registered Warrants (as of March 25, 2025).
Common Stock outstanding after this offering	155,071,071 shares of Common Stock (assumes the issuance of the Registered Shares and exercise of all Registered Warrants).
Terms of offering	The Selling Securityholders will determine when and how they sell their respective Registered Securities offered in this prospectus. See the section titled “Plan of Distribution.”
Use of proceeds	We will not receive any proceeds from the sale of the Registered Securities by the Selling Securityholders. We will, however, receive the net proceeds of any Registered Warrants exercised for cash. We have agreed to bear the expenses relating to the registration of the Registered Securities. See the section titled “Use of Proceeds.”
Risk factors	You should read the section titled “Risk Factors” and the other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities, including the Registered Securities.
Nasdaq trading symbol — Common Stock	“NN”
Nasdaq trading symbol —warrants	“NNAVW”

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors discussed below and incorporated by reference to our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus before you decide whether to invest in our securities. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. You should consult your own financial and legal advisors as to the risks entailed by an investment in our securities and the suitability of investing in our securities in light of your particular circumstances. Some statements in this prospectus, including such statements in the following risk factors, constitute forward-looking statements. See the section titled “Cautionary Note Regarding Forward-Looking Statements.”

The Selling Securityholders may choose to sell the Registered Shares at prices below the current market price. 

The Selling Securityholders are not restricted as to the prices at which they may sell or otherwise dispose of the Registered Shares covered by this prospectus. Sales or other dispositions of the Registered Shares below the then-current market price could adversely affect the market price of our Common Stock.

A large number of shares of Common Stock may be sold in the market following this offering and upon the SEC declaring this Registration Statement on Form S-3 (this “Form S-3”) effective, which may significantly depress the market price of our Common Stock.

The Registered Shares sold in the offering will be freely tradable without restriction or further registration under the Securities Act upon the SEC declaring this Form S-3 effective, except that any Registered Shares purchased by our “affiliates” may generally only be resold in compliance with Rule 144 under the Securities Act. As a result, a substantial number of shares of our Common Stock may be sold in the public market following this offering and upon the SEC declaring this Form S-3 effective.

 If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock. Sales of a substantial number of Registered Shares in the public market following the completion of this offering, or the perception that such sales might occur, could depress the market price of our Common Stock and could impair our ability in the future to raise capital through the sale of our additional equity securities.

You may experience future dilution as a result of the issuance of the Registered Shares, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of the Registered Shares and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.

In order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares of our Common Stock or other securities in any other offering at a price per share of our Common Stock that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares of our Common Stock or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock or securities convertible into or exercisable for Common Stock in future transactions may be higher or lower than the prices per share for previous issuances of Common Stock or securities convertible into or exercisable for Common Stock paid by certain investors. In addition, the issuance of the Registered Shares and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of such shares for sale will have on the market price of our Common Stock.

This prospectus relates to the resale, from time to time, by the Selling Securityholders of up to 22,927,380 Registered Shares and 7,800,000 Registered Warrants. All of the Registered Securities registered pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. The proceeds from any disposition of the Registered Securities will be received by the Selling Securityholders; we will not receive any of the proceeds from these sales.

We will only receive the net proceeds of any Registered Warrants exercised for cash. We expect to use the net proceeds from the exercise of the Registered Warrants for general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the Registered Warrants. There is no assurance that the holders of the Registered Warrants will elect to exercise any or all of such Registered Warrants.

We are registering the Registered Securities pursuant to the terms of the Registration Rights Agreement in order to permit the Selling Securityholders to offer the Registered Securities for resale from time to time pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Securityholders’ interest in the Registered Securities other than through a public sale.

The following table sets forth, as of the date of this prospectus, the names of the Selling Securityholders, the aggregate number of shares of Common Stock and warrants beneficially owned, the aggregate number of Registered Securities that the Selling Securityholders may offer pursuant to this prospectus and the number of shares of Common Stock and warrants beneficially owned by the Selling Securityholders after the sale of the Registered Securities offered hereby. The percentage ownership is based on (i) 132,358,441 shares of Common Stock outstanding as of April 15, 2025 and (ii) 7,800,000 Registered Warrants outstanding as of April 15, 2025. We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Pursuant to Rule 416 under the Securities Act, the Common Stock described in this prospectus, and included in the registration statement of which this prospectus is a part, includes such additional number of shares of Common Stock as may be issued or issuable upon conversion of the Convertible Notes or exercise of the Registered Warrants, or with respect to Conversion Shares or Warrant Shares, in each case, by reason of any stock split, stock dividend or similar transaction involving the Common Stock.

We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such Registered Securities. The Selling Securityholders may have sold, transferred or otherwise disposed of some or all of their Registered Securities since the date on which such information was furnished. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Registered Securities in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of the following table, we have assumed that the Selling Securityholders will have sold all of the Registered Securities upon the completion of the offering.

Selling Securityholders information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s Registered Securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of Registered Securities registered on its behalf. A Selling Securityholder may sell or otherwise transfer all, some or none of such Registered Securities in this offering. See the section titled “Plan of Distribution.”

All expenses incurred with respect to the registration of the Registered Securities will be borne by us, but we will not be obligated to pay underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal and incidental expenses incurred by the Selling Securityholders in connection with the sale of such Registered Securities.

Except for as described below, none of the Selling Securityholders, nor any of their respective associates or affiliates, has held any position, office, or other material relationship with us in the past three years.

		Securities Beneficially Owned Prior to this Offering(1)				Securities Registered in this Offering				Securities Beneficially Owned After this Offering
Selling Securityholder		Common Stock(2)		Registered Warrants(3)		Common Stock(2)		Registered Warrants(3)		Common Stock(2)		%(2)		Registered Warrants(3)		%
Capital Ventures International(4)		6,054,279		-		1,114,649		-		4,939,630		3.7%		-		-
CCUR Holdings, Inc.(5)		290,944		-		59,713		-		231,231		*		-		-
CF NNAV-CNV LLC(6)		3,980,891		-		3,980,891		-		-		-		-		-
CF NNAV-P LLC(7)		6,400,000		3,900,000		3,900,000		3,900,000		2,500,000		1.8%		-		-
CF Special Situation Fund I LP(8)		4,025,850		-		746,417		-		3,279,433		2.5%		-		-
Focus Roq Holdings 2, LLC(9)		1,139,089		741,000		1,139,089		741,000		-		-		-		-
JKJ Special Situations Fund, LP(10)		346,806		-		95,541		-		251,265		*		-		-
Kotzubei-Beckmann Trust(11)		79,617		-		79,617		-		-		-		-		-
Scott Mather(12)		159,235		-		159,235		-		-		-		-		-
MCC Coyote LLC(13)		1,576,178		780,000		1,576,178		780,000		-		-		-		-
MCC Steer LLC(14)		5,165,624		2,379,000		5,165,624		2,379,000		-		-		-		-
Pandora Select Partners, LP(15)		652,286		-		117,834		-		534,452		*		-		-
Persian Road I LP(16)		501,592		-		501,592		-		-		-		-		-
Symbolic Logic, Inc.(17)		59,713		-		59,713		-		-		-		-		-
Tiber Ventures Inc.(18)		159,235		-		159,235		-		-		-		-		-
Whitebox GT Fund, LP(19)		685,964		-		151,512		-		534,452		*		-		-
Whitebox Multi-Strategy Partners, LP(20)		5,489,385		-		1,212,261		-		4,277,124		3.1%		-		-
Whitebox Relative Value Partners, LP(21)		3,430,657		-		757,643		-		2,673,014		2.0%		-		-
Whitefort Capital Master Fund, LP(22)		1,639,620		-		1,592,356		-		47,264		*		-		-
WOCAP II, LP(23)		2,527,438		-		358,280		-		2,169,158		1.6%		-		-
Total Shares		44,364,403		7,800,000		22,927,380		7,800,000		21,437,023				-

*	Denotes less than one percent of class.
(1)	Includes Registered Securities.
(2)	In determining the number and percentage of shares of Common Stock deemed beneficially owned by each Selling Securityholder, (i) shares of Common Stock that may be acquired by such Selling Securityholder pursuant to options and warrants exercisable within 60 days after April 15, 2025 and (ii) the Registered Shares (regardless of the number of Registered Warrants, if applicable, that are exercisable within 60 days after April 15, 2025) are deemed outstanding for purposes of determining the total number of outstanding shares of Common Stock for such Selling Securityholder and are not deemed outstanding for such purpose for all other Selling Securityholders.
(3)	The ability to exercise the Registered Warrants held by the Selling Securityholders is subject to a beneficial ownership limitation of 4.9% of our Common Stock, except with respect to Selling Securityholders who owned more than 4.9% of our Common Stock as of immediately prior to the closing of the transactions contemplated by the Note Purchase Agreement or Selling Securityholders who subsequently elect to terminate such 4.9% limitation, in which case the beneficial ownership limitation is 19.9%. Selling Securityholders may terminate such 4.9% beneficial ownership limitation, provided that such termination shall not be effective until 61 days after such notice is delivered to the Company. Beneficial ownership as reflected in the table above reflects the total number of shares of Common Stock potentially issuable underlying the Registered Warrants and does not give effect to these beneficial ownership limitations. Accordingly, actual beneficial ownership, as calculated in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder may be different than as reflected in the table.
(4)	Represents (i) 4,939,630 shares of Common Stock held by Capital Ventures International (“CVI”) and (ii) 1,114,649 Conversion Shares. Susquehanna Advisors Group, Inc. (“SAGI”), the authorized agent of CVI, has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Michael Ferry may also be deemed to have investment discretion and/or voting power of the shares through SAGI and may be deemed to beneficially own the shares held by this entity. Mr. Ferry disclaims any such beneficial ownership of the shares. The selling securityholder’s principal address is c/o Susquehanna Advisors Group, Inc., 401 City Avenue, Suite 220, Bala Cynwyd, PA 19004. The selling securityholder is an affiliate of one or more broker-dealers and has represented to the Company that (1) it purchased the securities in the ordinary course of business and (2) at the time of purchase, it had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
(5)	Represents (i) 231,231 shares of Common Stock held by CCUR Holdings, Inc. (“CCUR”) and (ii) 59,713 Conversion Shares. Igor Volshteyn, as Chief Executive Officer of CCUR, may be deemed to have voting and dispositive power over the securities held by CCUR. The selling securityholder’s principal address is 3800 North Lamar Blvd, Suite 200, Austin, TX 78756.
(6)	Represents 3,980,891 Conversion Shares held directly by CF NNAV-CNV LLC (“CF NNAV-CNV”). FCOF V UL Investments LLC, a Delaware limited liability company (“FCOF V UL”), is the majority member of CF NNAV-CNV. Fortress Credit Opportunities Fund V(A) L.P., a Cayman limited partnership (“FCOF V(A)”), FCOF V B Investments LLC, a Delaware limited liability company, FCOF V CDG Investments LLC, a Delaware limited liability company, and Fortress Credit Opportunities Fund V(E) L.P., a Delaware limited partnership (“FCOF V(E)”) collectively hold a 100% interest in FCOF V UL. FCO Fund V GP LLC, a Delaware limited liability company (“FCO Fund V GP”) is the general partner of FCOF V(A), Fortress Credit Opportunities Fund V(B) L.P., a Cayman limited partnership (“FCOF V(B)”), Fortress Credit Opportunities Fund V(C) L.P., a Cayman limited partnership (“FCOF V(C)”), Fortress Credit Opportunities Fund V(D) L.P., a Cayman limited partnership (“FCOF V(D)”), FCOF V(E) and Fortress Credit Opportunities Fund V(G) L.P., a Cayman limited partnership (“FCOF V(G)”). Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company (“FCO V Advisors”), is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V-C Advisors LLC, a Delaware limited liability company (“FCO V-C Advisors”) is the investment advisor of FCOF V(C). FIG LLC, a Delaware limited liability company (“FIG”) holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) LLC, a Delaware limited liability company (“Hybrid GP Holdings (Cayman)”) holds all of the interests in FCO Fund V GP. Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP Holdings”) holds all of the interests in Hybrid GP Holdings (Cayman). Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company (“FIG Blue”), is the general partner of FOE I. FIG Blue is wholly owned by Fortress Investment Group LLC, a Delaware limited liability company (“Fortress Investment Group ”), which is a greater than 5% holder of our Common Stock and owned more than 4.9% of our Common Stock as of immediately prior to the closing of the transactions contemplated by the Note Purchase Agreement and therefore is not subject to the beneficial ownership limitation of 4.9%. FINCO I Intermediate Holdco LLC, a Delaware limited liability company (“FINCO I IH”), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company (“FINCO I LLC”), is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company (“FIG Parent”), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership (“Foundation Holdco”), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company (“FIG Buyer”) is the general partner of Foundation Holdco. As the Co-Chief Investment Officers, each of Drew McKnight and Joshua Pack participates in the voting and investment decisions with respect to the Conversion Shares held by CF NNAV-CNV, but each of them disclaims beneficial ownership thereof.
(7)	Represents (i) 2,500,000 shares of Common Stock held by CF NNAV-P LLC (“CF NNAV-P”) and (ii) 3,900,000 Warrant Shares that may be acquired pursuant to the exercise of 3,900,000 Registered Warrants held by CF NNAV-P. FCOF V UB Investments L.P., a Cayman Islands limited partnership (“FCOF V UB Investments”), is the majority member of CF NNAV-P. FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G), collectively hold a 100% interest in FCOF V UB Investments. FCO Fund V GP is the general partner of FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G). FCO V Advisors is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). FCO V-C Advisors is the investment advisor of FCOF V(C). FIG holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) holds all of the interests in FCO Fund V GP. Hybrid GP Holdings holds all of the interests in Hybrid GP Holdings (Cayman). FOE I is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Blue is the general partner of FOE I. FIG Blue is wholly owned by Fortress Investment Group, which is a greater than 5% holder of our Common Stock and owned more than 4.9% of our Common Stock as of immediately prior to the closing of the transactions contemplated by the Note Purchase Agreement and therefore is not subject to the beneficial ownership limitation of 4.9%. FINCO I IH is the sole member of Fortress Investment Group. FINCO I LLC is the sole member of FINCO I IH. FIG Parent is the sole member of FINCO I LLC. Foundation Holdco is the sole member of FIG Parent. FIG Buyer is the general partner of Foundation Holdco. As the Co-Chief Investment Officers, each of Drew McKnight and Joshua Pack participates in the voting and investment decisions with respect to the Common Stock, Registered Warrants and Warrant Shares held by CF NNAV-P, but each of them disclaims beneficial ownership thereof.
(8)	Represents (i) 3,019,433 shares of Common Stock (including (a) 338,297 shares of Common Stock that may be acquired pursuant to the exercise of warrants and (b) 260,000 shares of Common Stock that may be acquired pursuant to the exercise of options) held by CF Special Situation Fund I LP (“CF I”) and (ii) 746,417 Conversion Shares. Robert Clutterbuck may be deemed to have voting and dispositive power over the securities held by CF I. The selling securityholder’s principal address is 50 Public Square, Suite 4100, Cleveland, OH 44113.

(9)	Represents (i) 398,089 Conversion Shares and (ii) 741,000 Warrant Shares that may be acquired pursuant to the exercise of 741,000 Registered Warrants held by Focus Roq Holdings 2, LLC (“Focus”). Joshua Lobel may be deemed to have voting and dispositive power over the securities held by Focus. The selling securityholder’s principal address is 3889 Maple Avenue, Suite 600, Dallas, TX 75219.
(10)	Represents (i) 251,265 shares of Common Stock (including 35,000 shares of Common Stock that may be acquired pursuant to the exercise of warrants) held by JKJ Special Situations Fund, LP (“JKJ”) and (ii) 95,541 Conversion Shares. Kurt Gerhard Lageschulte may be deemed to have voting and dispositive power over the securities held by JKJ. The selling securityholder’s principal address is 157 Columbus Ave, 5th Floor, New York, NY 10023.
(11)	Represents 79,617 Conversion Shares. Jacob Kotzubei may be deemed to have voting and dispositive power over the securities held by the Kotzubei-Beckmann Trust. The selling securityholder’s principal address is 2691 Wallingford Drive, Beverly Hills, CA 90210.
(12)	Represents 159,235 Conversion Shares. The selling securityholder’s principal address is 1 Dalton Street, Unit 5501, Boston, MA 02115.
(13)	Represents (i) 796,178 Conversion Shares and (ii) 780,000 Warrant Shares that may be acquired pursuant to the exercise of 780,000 Registered Warrants. Joshua Lobel may be deemed to have voting and dispositive power over the securities held by MCC Coyote LLC. The selling securityholder’s principal address is 3889 Maple Avenue, Suite 600, Dallas, TX 75219.
(14)	Represents (i) 2,786,624 Conversion Shares and (ii) 2,379,000 Warrant Shares that may be acquired pursuant to the exercise of 2,379,000 Registered Warrants. Joshua Lobel may be deemed to have voting and dispositive power over the securities held by MCC Steer LLC. The selling securityholder’s principal address is 3889 Maple Avenue, Suite 600, Dallas, TX 75219.
(15)	Represents (i) 534,452 shares of Common Stock (including 532,032 shares of Common Stock that may be acquired pursuant to the exercise of warrants) held by Pandora Select Partner, LP (“Pandora”) and (ii) 117,834 Conversion Shares. Whitebox Advisors LLC (“WBA”) is the investment manager of Pandora and has voting and disposition control over the securities beneficially owned by Pandora. WBA is owned by the following members: Robert Vogel, Jacob Mercer, Nick Stukas, Brian Lutz, Paul Roos, and Blue Owl GP Stakes II (A), LP, a non-voting member, and such individuals and entity disclaim beneficial ownership of the securities except to the extent of such individual or entity’s pecuniary interest therein, if any. The business address for Pandora is 3033 Excelsior Blvd, Suite 500, Minneapolis, MN 55416.
(16)	Represents 501,592 Conversion Shares. Neil Subin, who currently (i) serves as a director of the Company and (ii) controls MILFAM entities, a greater than 5% holder of our Common Stock, may be deemed to have voting and dispositive power over the securities held by Persian Road I LP. The selling securityholder’s principal address is c/o MILFAM LLC, 2336 SE Ocean Blvd, 400, Stuart, FL 34996.
(17)	Represents 59,713 Conversion Shares. Igor Volshteyn, as Chief Executive Officer of Symbolic Logic, Inc. (“Symbolic”), may be deemed to have voting and dispositive power over the securities held by Symbolic. The selling securityholder’s principal address is 3800 North Lamar Blvd, Suite 200, Austin, TX 78756.
(18)	Represents 159,235 Conversion Shares. Igor Volshteyn, as Chief Executive Officer of Tiber Ventures Inc. (“Tiber”), may be deemed to have voting and dispositive power over the securities held by Tiber. The selling securityholder’s principal address is 68 Harrison Avenue, Suite 605, PMB 73480, Boston, MA 02111-1929.
(19)	Represents (i) 534,452 shares of Common Stock (including 532,032 shares of Common Stock that may be acquired pursuant to the exercise of warrants) held by Whitebox GT Fund, LP (“Whitebox GT”) and (ii) 151,512 Conversion Shares. WBA is the investment manager of Whitebox GT and has voting and disposition control over the securities beneficially owned by Whitebox GT. WBA is owned by the following members: Robert Vogel, Jacob Mercer, Nick Stukas, Brian Lutz, Paul Roos, and Blue Owl GP Stakes II (A), LP, a non-voting member, and such individuals and entity disclaim beneficial ownership of the securities except to the extent of such individual or entity’s pecuniary interest therein, if any. The business address for Whitebox GT is 3033 Excelsior Blvd, Suite 500, Minneapolis, MN 55416.
(20)	Represents (i) 4,277,124 shares of Common Stock (including 4,257,764 shares of Common Stock that may be acquired pursuant to the exercise of warrants) held by Whitebox Multi-Strategy Partners, LP (“Whitebox Multi-Strategy”) and (ii) 1,212,261 Conversion Shares. WBA is the investment manager of Whitebox Multi-Strategy and has voting and disposition control over the securities beneficially owned by Whitebox Multi-Strategy. WBA is owned by the following members: Robert Vogel, Jacob Mercer, Nick Stukas, Brian Lutz, Paul Roos, and Blue Owl GP Stakes II (A), LP, a non-voting member, and such individuals and entity disclaim beneficial ownership of the securities except to the extent of such individual or entity’s pecuniary interest therein, if any. The business address for Whitebox Multi-Strategy is 3033 Excelsior Blvd, Suite 500, Minneapolis, MN 55416.
(21)	Represents (i) 2,673,014 shares of Common Stock (including 2,660,915 shares of Common Stock that may be acquired pursuant to the exercise of warrants) held by Whitebox Relative Value Partners, LP (“Whitebox Relative Value”) and (ii) 757,643 Conversion Shares. WBA is the investment manager of Whitebox Relative Value and has voting and disposition control over the securities beneficially owned by Whitebox Relative Value. WBA is owned by the following members: Robert Vogel, Jacob Mercer, Nick Stukas, Brian Lutz, Paul Roos, and Blue Owl GP Stakes II (A), LP, a non-voting member, and such individuals and entity disclaim beneficial ownership of the securities except to the extent of such individual or entity’s pecuniary interest therein, if any. The business address for Whitebox Relative Value is 3033 Excelsior Blvd, Suite 500, Minneapolis, MN 55416.
(22)	Represents (i) 47,264 shares of Common Stock that may be acquired pursuant to the exercise of warrants and (ii) 1,592,356 Conversion Shares. Joseph Kaplan and David Salanic may be deemed to have voting and dispositive power over the securities held by Whitefort Capital Master Fund, LP. The selling securityholder’s principal address is c/o Whitefort Capital Management, LP, 12 E. 49th Street, 40th Floor, New York, NY 10017.
(23)	Represents (i) 2,169,158 shares of Common Stock (including 897,791 shares of Common Stock that may be acquired pursuant to the exercise of warrants) held by WOCAP II, LP (“WOCAP”) and (ii) 358,280 Conversion Shares. Timothy M. Presutti may be deemed to have voting and dispositive power over the securities held by WOCAP. The selling securityholder’s principal address is 200 Railroad Ave, Ground FL, Greenwich, CT 06830.

General

Our authorized capital stock consists of 500,000,000 shares of Common Stock, par value $0.0001 per share, and 100,000,000 shares of undesignated preferred stock, par value $0.0001 per share. As of April 15, 2025, there were approximately 132,358,441 shares of our Common Stock outstanding and no shares of preferred stock outstanding. The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our amended and restated certificate of incorporation (“charter”) and our bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of the Delaware General Corporation Law (the “DGCL”).

Common Stock

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of outstanding shares of Common Stock are entitled to receive dividends and other distributions (payable in cash, property or our capital stock) when, as and if declared thereon by our board of directors (our “Board”) from time to time out of any assets or funds legally available therefor and shall share equally on a per share basis in such dividends and distributions.

Voting Rights

Except as otherwise required by law or our charter (including any preferred stock designation), (i) the holders of Common Stock possess all voting power with respect to the Company and (ii) each outstanding share of Common Stock entitles the holder to one vote on any matter properly submitted to the stockholders.

Preemptive Rights

Holders of outstanding shares of our Common Stock are not entitled to preemptive or other similar subscription rights to purchase any of our securities.

Conversion or Redemption Rights

Our Common Stock is neither convertible nor redeemable.

Liquidation Rights

Subject to applicable law and the rights, if any, of the holders of any outstanding series of the preferred stock upon our liquidation, the holders of our Common Stock are entitled to receive all of our remaining assets available for distribution to our stockholders, ratably in proportion to the number of shares of our Common Stock held by each stockholder.

Preferred Stock

Our Board may, without further action by our stockholders, from time to time, direct the issuance of up to 100,000,000 shares of preferred stock in one or more series and may, at the time of issuance, fix the voting powers, if any, and determine the designations, powers, preferences, and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. Accordingly, our Board, without stockholder approval, may issue preferred stock with voting, conversion, or other rights that could adversely affect the voting power and other rights of the holders of our Common Stock. Preferred stock could be issued quickly with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our Common Stock, may adversely affect the voting and other rights of the holders of our Common Stock, and could have the effect of delaying, deferring or preventing a change of control of us or other corporate action.

Warrants

Registered Warrants

On March 12, 2025, we entered into the Note Purchase Agreement pursuant to which we, among other things, agreed to sell to the purchasers in a private placement the Registered Warrants. We subsequently issued 7,800,000 of the Registered Warrants on March 27, 2025. The Registered Warrants have exercise prices ranging from $12.56 to $20.00 per share as follows: (i) 2,900,000 Registered Warrants have an exercise price of $12.56, (ii) 1,900,000 Registered Warrants have an exercise price of $17.00 per share and (iii) 3,000,000 Registered Warrants have an exercise price of $20.00 per share.

Fifty percent (50%) of the Registered Warrants are exercisable from March 27, 2025 until December 31, 2028 and the remaining fifty percent (50%) become exercisable from March 27, 2026 until December 31, 2028. In the event that any Registered Warrants have not been exercised in full as of the last trading day before expiration and, if and only if the exercise price of the Registered Warrants is less than the last reported sale price as of such date, the Registered Warrants shall be deemed to be automatically exercised in full by the holder as of such last trading day on a cashless basis.

 Exercise of the Registered Warrants is subject to a beneficial ownership limitation of 4.9% of our Common Stock, except with respect to holders who owned more than 4.9% of our Common Stock as of immediately prior to March 27, 2025, or holders who subsequently elect to terminate such 4.9% limitation, in which case the beneficial ownership limitation is 19.9%. Holders may terminate such 4.9% beneficial ownership limitation, provided that any such termination shall not be effective until 61 days after such notice is delivered to us.

Holders may exercise their Registered Warrants, in whole or in part, at any time or times on or after March 27, 2025 and on or before December 31, 2028 in accordance with the procedures set forth in the Registered Warrants. If we fail to cause our transfer agent to transmit to the holder the Warrant Shares due upon exercise, and if such holder is thereafter required by its broker to purchase (in an open market transaction or otherwise) or the holder’s brokerage firm otherwise purchases, shares of our Common Stock to deliver in satisfaction of a sale by the holder of the Warrant Shares which the holder anticipated receiving upon such exercise, then we shall (A) pay in cash to the holder the amount, if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the shares of our Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that we were required to deliver, but did not timely deliver, to the holder in connection with the exercise at issue by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the holder, either reinstate the portion of the Registered Warrants and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the holder the Warrant Shares that would have been issued had we timely complied with such exercise and delivery obligations.

If we effect a stock dividend, subdivide outstanding shares of our Common Stock into a larger number of shares, combine (by way of reverse stock split) outstanding shares of our Common Stock into a smaller number of shares, or issue by reclassification of shares of our Common Stock any shares of our capital stock, then, in each case, the applicable exercise price for the Registered Warrants shall be multiplied by a fraction of which (x) the numerator shall be the number of shares of our Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which (y) the denominator shall be the number of shares of our Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of the Registered Warrants shall be proportionately adjusted such that the aggregate exercise price of the Registered Warrants shall remain unchanged. Any such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

If the Company shall fix a record date for the making of a dividend or other distribution (by spin-off or otherwise) on shares of Common Stock other than in cash, whether in other securities of the Company (including rights), evidences of indebtedness of the Company or any other person or any other property (including securities or evidences of indebtedness of a subsidiary), or any combination thereof, excluding dividends or distributions subject to adjustment pursuant to the prior paragraph, then in each such case, the number of Warrant Shares issuable upon exercise of the Registered Warrants in full shall be increased by multiplying such number of Warrant Shares by a fraction, the numerator of which is the last reported sale price on such record date and the denominator of which is the last reported sale price on such record date less the fair market value of such security or other property (as determined by the Board in good faith (provided, that if such security or property has a value of $50 million or more, the Board’s determination shall be based on the advice of a nationally recognized independent investment banking firm retained by the Company for this purpose)) to be so paid or distributed in such dividend or distribution in respect of one share of Common Stock (in each case as of the record date of such dividend or distribution); such adjustment shall be effective as of the record date for such dividend or distribution. In the event of such adjustment, the exercise price of the Registered Warrants shall immediately be decreased by multiplying such exercise price by a fraction, the numerator of which is the number of Warrant Shares issuable upon the exercise of the Registered Warrants in full immediately prior to such adjustment, and the denominator of which is the new number of Warrant Shares issuable upon exercise of the Registered Warrants determined in accordance with the immediately preceding sentence. If the Company shall fix a record date for the making of a cash dividend or cash distribution on shares of Common Stock, the exercise price of the Registered Warrants in effect prior thereto shall be reduced immediately thereafter by an amount equal to the per share amount of such cash dividend or cash distribution.

In the case of any merger or consolidation of us with or into another corporation, or in the case of any sale, lease, license, assignment, transfer, conveyance or other disposition to another corporation or entity of all or substantially all of our assets in one or a series of related transactions, or in the case of any purchase offer, tender offer or exchange offer (whether by us or another corporation or entity) is completed pursuant to which holders of our outstanding equity securities having voting power, including the power to vote on the election of directors, are permitted to sell, tender or exchange their securities for other securities, cash or property and has been accepted by the holders of the outstanding securities representing more than 50% of the aggregate voting power, including the power to vote on the election of directors of the Company, of our issued and outstanding equity securities, or in the case of any reclassification, reorganization or recapitalization of our Common Stock or any compulsory share exchange pursuant to which our Common Stock is effectively converted into or exchanged for other securities, cash or property, or in the case of the consummation of any stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another entity or group of entities whereby such other entity or group acquires securities representing more than 50% of the aggregate voting power, including the power to vote on the election of directors of the Company, of our issued and outstanding equity securities, then, upon any subsequent exercise of the Registered Warrants, the holders thereof shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such event described above, at the holder’s option, the number of shares of common stock of the successor or acquiring corporation or of the Company, if we are the surviving corporation, and any additional consideration receivable as a result of such event by a holder of the number of shares of Common Stock for which the Registered Warrants are exercisable immediately prior to such event.

For purposes of any such exercise described immediately above, the determination of the exercise price shall be appropriately adjusted to apply to such additional consideration based on the amount of additional consideration issuable in respect of one share of Common Stock in such event, and we shall apportion the exercise price among the additional consideration in a reasonable manner reflecting the relative value of any different components of the additional consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in an event described above, then the holder shall be given the same choice as to the additional consideration it receives upon any exercise of its Registered Warrants following such event. We or any applicable successor entity shall deliver to the holder in exchange for its Registered Warrants a security of such successor entity evidenced by a written instrument substantially similar in form and substance to the Registered Warrants, which is exercisable for a corresponding number of shares of capital stock of such successor entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Registered Warrants prior to such event, and with an exercise price which applies the exercise price under the Registered Warrants to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such event and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of the Registered Warrants immediately prior to the consummation of such event).

Registered Warrants may be exercised only for a whole number of Warrant Shares. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock will be issued upon exercise of the Registered Warrants. If, upon exercise of the Registered Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, we will, at our election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the last reported sale price on the last trading day ending prior to the date of delivery of the notice of exercise, or round up to the next whole share of Common Stock.

We have agreed that any dispute based on or arising out of, under or in connection with the Registered Warrants or any course of conduct, course of dealing, statements or actions or omissions of any party relating to the Registered Warrants will be brought in the Delaware Court of Chancery (or, in the case of claims to which the federal courts have jurisdiction, the United States District Court for the District of Delaware). We irrevocably submit to such jurisdiction and waive any objection we may have concerning the venue or convenience of such forum.

Anti-Takeover Effects of our Charter and Bylaws

Our charter, our bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of our Board. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of our Common Stock held by stockholders.

These provisions include:

Special Meetings of Stockholders

Our charter and bylaws provide that, subject to applicable law and the rights, if any, of the holders of any outstanding series of the preferred stock, special meetings of our stockholders may be called only by the chairman of our Board, our chief executive officer, or our Board pursuant to a resolution adopted by a majority of the Board. Our bylaws also prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of the Company.

Advance Notice Procedures

Our bylaws establish an advance notice procedure for stockholders’ proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a stockholder who was a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice and on the record date for the meeting, who has given our Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. Additionally, our bylaws provide that if the stockholder does not appear at the annual meeting of stockholders to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by us. Although our bylaws will not give our Board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, the bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Removal of Directors; Vacancies

Our charter and bylaws provide that, subject to the rights of any holders of any class or series of capital stock then outstanding, any or all of the directors may be removed from office, with or without cause, by the affirmative vote of holders of at least two-thirds (2/3) of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

In addition, our bylaws provide that, subject to the rights granted to one or more series of preferred stock then outstanding, any newly created directorship on our Board that results from an increase in the number of directors and any vacancies on our Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, by a sole remaining director (and not by stockholders).

Supermajority Approval Requirements

Our charter and bylaws provide that our Board is expressly authorized to adopt, amend, alter or repeal our bylaws without any action on the part of the stockholders, subject to limited exceptions. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the bylaws. The bylaws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares entitled to vote on the election of directors, in addition to any vote of the holders of any class or series of capital stock required by law (or any preferred stock designation).

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage.

Our charter provides that, in addition to any vote of the holders of any class or series of our stock required by law or by the charter, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend Article V (Board of Directors), Article VI (Bylaws), Article VII (Special Meeting of Stockholders; Action by Written Consent), Article VIII (Limited Liability; Indemnification), Article IX (Amendment of the Amended and Restated Certificate of Incorporation) or Article X (Exclusive Forum from Certain Lawsuits; Consent to Jurisdiction) of the charter; provided that if two-thirds (2/3) of the Board has approved such amendment or repeal or adoption, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors shall be required to amend or repeal, or adopt any provision inconsistent with, the Articles listed in this sentence.

Authorized but Unissued Shares

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply if and so long as our Common Stock is listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of our Common Stock. Additional shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital, to facilitate acquisitions and for employee benefit plans.

One of the effects of the existence of unissued and unreserved Common Stock may be to enable our Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of management and possibly deprive stockholders of opportunities to sell their shares at prices higher than prevailing market prices.

Business Combinations

We are and will continue to be subject to the provisions of Section 203 of the DGCL. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that the person becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock.

Under Section 203 of the DGCL, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions: (1) before the stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and certain employee stock plan; or (3) at or after the time the stockholder became and interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock which is not owned by the interested stockholder.

Under certain circumstances, Section 203 of the DGCL will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our Board because the stockholder approval requirement would be avoided if our Board approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our Board and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholders bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholders’ stock thereafter devolved by operation of law.

Exclusive Forum

Our charter provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us or any director, officers or employees arising pursuant to any provision of the DGCL, our charter, or our bylaws or (4) any action asserting a claim against us, our directors, officers or employees that is governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (1) though (4) above, any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, (i) the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our charter includes a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions will be to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation will not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

Our bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL and our charter and we have entered into indemnification agreements with each of our officers and directors, which require us to indemnify our directors and officers for expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) in any action or proceeding arising out of their services as one of our directors or officers or as a director or officer of any other company or enterprise to which the person provides services at our request. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance will be useful to attract and retain qualified directors and officers.

The limitation of liability, indemnification and advancement provisions included in our charter and bylaws and the indemnification agreements may discourage stockholders from bringing a lawsuit against directors for breaches of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock and warrants is Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30th Floor, New York, New York 10004.

Listing

Our Common Stock and our warrants are listed on Nasdaq under the trading symbols “NN” and “NNAVW,” respectively.

We are registering the Registered Securities covered by this prospectus on behalf of the Selling Securityholders. All costs, expenses and fees connected with the registration of the Registered Securities will be borne by us. Any brokerage commissions and similar expenses connected with selling the Registered Securities will be borne by the Selling Securityholders.

The Selling Securityholders may offer and sell the Registered Securities covered by this prospectus from time to time in one or more transactions. The term “Selling Securityholders” includes pledgees, donees, transferees and other successors-in-interest who may acquire Registered Securities through a pledge, gift, partnership distribution or other non-sale related transfer from the Selling Securityholders. Each Selling Securityholder will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. These transactions include:

• through one or more underwriters or dealers in a public offering and sale by them, whether individually or through an underwriting syndicate led by one or more managing underwriters;
• in “at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
• directly to a limited number of purchasers or to a single purchaser;
• through agents;
• by delayed delivery contracts or by remarketing firms;
• ordinary brokerage transactions and transactions in which the broker solicits purchasers;
• purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to this prospectus;
• exchange or over-the-counter distributions in accordance with the rules of the exchange or other market;
• block trades in which the broker-dealer attempts to sell the Registered Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
• transactions in options, swaps or other derivatives that may or may not be listed on an exchange;
• a combination of any such method of sale; or
• any other method permitted pursuant to applicable law.

In connection with distributions of the Registered Securities or otherwise, the Selling Securityholders may:

• sell the Registered Securities:

• in negotiated transactions;
• in one or more transactions at a fixed price or prices, which may be changed from time to time;
• at market prices prevailing at the times of sale;
• at prices related to such prevailing market prices; or
• at negotiated prices;

• sell the Registered Securities:

• on a national securities exchange;
• in the over-the-counter market; or
• in transactions otherwise than on an exchange or in the over-the-counter market, or in combination;

• sell the Registered Securities short and/or deliver the Registered Securities to close out short positions;
• enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of Registered Securities covered by this prospectus, which they may in turn resell; and
• pledge Registered Securities to broker-dealers or other financial institutions, which, upon a default, they may in turn resell.

The Selling Securityholders may also resell all or a portion of the Registered Securities in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, Section 4(a)(1) under the Securities Act, if available, or any other exemption from the registration requirements that become available, rather than under this prospectus.

If underwriters are used in the sale of any Registered Securities, such Registered Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions described above. Registered Securities may be either offered to the public through underwriting syndicates represented by managing underwriters or directly by underwriters. We may use underwriters with whom we have a material relationship. As applicable, we will describe in each accompanying prospectus supplement the name of the underwriter(s) and the nature of any such relationship(s).

If a dealer is used in an offering of Registered Securities, the dealer may purchase the securities, as principal. The dealer may then resell the Registered Securities to the public at varying prices to be determined by the dealer at the time of sale.

Registered Securities may be sold directly or through agents designated from time to time. We will name any agent involved in the offering and sale of such securities and we will describe any commissions paid to the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, the agent will act on a best-efforts basis for the period of its appointment.

Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. Each accompanying prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

In connection with sales of Registered Securities, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of Registered Securities in the course of hedging in positions they assume. The Selling Securityholders may also sell Registered Securities short and the Selling Securityholders may deliver Registered Securities covered by this prospectus to close out short positions and to return borrowed Registered Securities in connection with such short sales. The Selling Securityholders may also loan or pledge Registered Securities to broker-dealers that in turn may sell such Registered Securities, to the extent permitted by applicable law. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Registered Securities offered by this prospectus, which Registered Securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the Registered Securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Registered Securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders may also transfer and donate Registered Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

Any underwriter may engage in over-allotment transactions, stabilizing transactions, short- covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

Underwriters, broker-dealers or agents who may become involved in the sale of Registered Securities may engage in transactions with, and perform other services for, us in the ordinary course of their business for which they receive compensation.

In effecting sales, the Selling Securityholders may engage broker-dealers or agents, who may in turn arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders and/or from the purchasers of Registered Securities for whom the broker-dealers may act as agents or to whom they sell as principal, or both. The compensation to a particular broker-dealer may be in excess of customary commissions. To our knowledge, there is currently no plan, arrangement or understanding between any Selling Securityholders and any broker-dealer or agent regarding the sale of any Registered Securities by the Selling Securityholders.

The Selling Securityholders, any broker-dealers or agents and any participating broker- dealers that act in connection with the sale of the Registered Securities covered by this prospectus may be “underwriters” under the Securities Act with respect to those Registered Securities and will be subject to the prospectus delivery requirements of the Securities Act. Any profit that the Selling Securityholders realize, and any compensation that any broker-dealer or agent may receive in connection with any sale, including any profit realized on resale of Registered Securities acquired as principal, may constitute underwriting discounts and commissions. If the Selling Securityholders are deemed to be underwriters, the Selling Securityholders may be subject to certain liabilities under statutes including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Section 10(b) and Rule 10b-5 under the Exchange Act.

The securities laws of some states may require the Selling Securityholders to sell the Registered Securities in those states only through registered or licensed brokers or dealers. These laws may also require that we register or qualify the Registered Securities for sale in those states unless an exemption from registration and qualification is available and the Selling Securityholders and we comply with that exemption. In addition, the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Registered Securities in the market and to the activities of the Selling Securityholders and their affiliates. Regulation M may restrict the ability of any person engaged in the distribution of the Registered Securities to engage in market-making activities with respect to the Registered Securities. All of the foregoing may affect the marketability of the Registered Securities and the ability of any person to engage in market-making activities with respect to the Registered Securities.

If any Selling Securityholder notifies us that he has entered into any material arrangement with a broker-dealer for the sale of Registered Securities through a block trade, special offering, exchange distribution, over-the-counter distribution or secondary distribution, or a purchase by a broker or dealer, we will file any necessary supplement to this prospectus to disclose:

• the number of Registered Securities involved in the arrangement;
• the terms of the arrangement, including the names of any underwriters, dealers or agents who purchase Registered Securities, as required;
• the proposed selling price to the public;
• any discount, commission or other underwriting compensation;
• the place and time of delivery for the Registered Securities being sold;
• any discount, commission or concession allowed, reallowed or paid to any dealers; and
• any other material terms of the distribution of Registered Securities.

In addition, if the Selling Securityholder notifies us that a donee, pledgee, transferee or other successor-in-interest of the Selling Securityholder intends to sell more than 500 securities, we will file a supplement to this prospectus, if required.

The validity of the Registered Securities being offered by this prospectus will be passed upon for us by K&L Gates LLP, New York, New York.

The consolidated financial statements of NextNav Inc. appearing in NextNav Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2024, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Available Information

We have filed with the SEC a registration statement under the Securities Act with respect to the securities offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our securities, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus concerning any of our contracts, agreements or other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

We are subject to the informational requirements of the Exchange Act, and file periodic and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this prospectus, over the Internet at the SEC’s website at www.sec.gov. Those filings are also available to the public at no cost on, or accessible through, our website under the heading “Investors” at www.nextnav.com. The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into and are not part of this prospectus or the registration statement of which this prospectus is a part.

If you would like additional copies of this prospectus, you should contact us by telephone or in writing:

NextNav Inc.

Attn: Investor Relations

11911 Freedom Drive, Ste. 200

Reston, VA 20190

Telephone: (800) 775-0982

Incorporation by Reference

The SEC allows us to “incorporate by reference” into this prospectus the information in other documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus (i) the documents listed below, (ii) all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is included and prior to the effectiveness of such registration statement, and (iii) any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed, including any information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K, in accordance with SEC rules:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 12, 2025;
• our Current Reports on Form 8-K (other than the portions thereof that are furnished and not filed) as filed with the SEC on March 13, 2025,  March 28, 2025 and April 16, 2025; and
• the description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on October 28, 2021, as updated by Exhibit 4.5 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 23, 2022, including any amendments or reports filed for the purpose of updating such description.

You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost by contacting: NextNav Inc., Investor Relations, at 11911 Freedom Drive, Ste. 200, Reston, VA 20190 or (800) 775¬0982. In addition, copies of any or all of the documents incorporated herein by reference may be accessed at our website at www.nextnav.com. The information on such website is not incorporated by reference and is not a part of this prospectus.

 

Up to 22,927,380 Shares of Common Stock

Up to 7,800,000 Warrants to purchase 7,800,000 shares of Common Stock

PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses to be borne by the registrant in connection with the issuance and distribution of the Registered Securities being registered hereby. All amounts are estimates except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee	$	39,840.57
Accounting fees and expenses		15,000.00
Legal fees and expenses		40,000.00
Financial printing and miscellaneous expenses		2,000.00
Total	$	96,840.57

Item 15. Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act.

Our charter provides that our directors shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as amended. Our bylaws provide for indemnification of our directors and officers to the maximum extent permitted by the DGCL.

We have entered into indemnification agreements with each of our officers and directors. These agreements require us to indemnify our directors and officers for expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) in any action or proceeding arising out of their services as one of our directors or officers or as a director or officer of any other company or enterprise to which the person provides services at our request. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as the foregoing provisions permit indemnification of directors, executive officers, or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Reston, Commonwealth of Virginia, on April 25, 2025.

	NEXTNAV INC.
	By:	/s/ Mariam Sorond
	Name:	Mariam Sorond
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Mariam Sorond and Christian Gates, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name		Title		Date
/s/ Mariam Sorond		President, Chief Executive Officer and Chair of the Board of Directors		April 25, 2025
Mariam Sorond		(Principal Executive Officer)
/s/ Christian D. Gates		Executive Vice President and Chief Financial Officer		April 25, 2025
Christian D. Gates		(Principal Financial Officer)
/s/ Sammaad R. Shams		Chief Accounting Officer		April 25, 2025
Sammaad R. Shams		(Principal Accounting Officer)
/s/ Bandel L. Carano		Director		April 25, 2025
Bandel L. Carano
/s/ Alan B. Howe		Director		April 25, 2025
Alan B. Howe
/s/ Jonathan A. Marcus		Director		April 25, 2025
Jonathan A. Marcus
/s/ John B. Muleta		Director		April 25, 2025
John B. Muleta
/s/ Nicola Palmer		Director		April 25, 2025
Nicola Palmer
/s/ Neil S. Subin		Director		April 25, 2025
Neil S. Subin