NEXTNAV INC. — Major Shareholding Notification 2024

Mar 21, 2024

SC 13G 1 tm249396d1_sc13g.htm SC 13G

CUSIP No: 65345N106

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| SECURITIES
AND EXCHANGE COMMISSION |
| --- |
| Washington,
D.C. 20549 |

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. )*

NextNav Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

65345N106

(CUSIP Number)

March 13, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No: 65345N106

(1) — (2)	Names of Reporting Persons Capital Ventures International — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	¨
(3)	SEC Use Only
(4)	Citizenship or Place
of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		(5)	Sole Voting Power 4,150,768 (1)(2)
		(6)	Shared Voting Power 5,695,094 (1)
		(7)	Sole Dispositive Power 4,150,768 (1)(2)
		(8)	Shared Dispositive Power 5,695,094 (1)
(9)	Aggregate Amount Beneficially
Owned by Each Reporting Person 5,695,094 (1)
(10)	Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
(11)	Percent of Class Represented
by Amount in Row (9) 5.1%
(12)	Type of Reporting Person
(See Instructions) CO

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc., may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the shares directly owned by Capital Ventures International.

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CUSIP No: 65345N106

| (1) — (2) | Names of Reporting Persons Susquehanna Advisors
Group, Inc. — Check the Appropriate Box if a Member of a Group (See Instructions) | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | ¨ | |
| (3) | SEC Use Only | | |
| (4) | Citizenship or Place
of Organization Pennsylvania | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | (5) | Sole Voting Power 0 (1)(2) |
| | | (6) | Shared Voting Power 5,695,094 (1) |
| | | (7) | Sole Dispositive Power 0 (1)(2) |
| | | (8) | Shared Dispositive Power 5,695,094 (1) |
| (9) | Aggregate Amount Beneficially
Owned by Each Reporting Person 5,695,094 (1) | | |
| (10) | Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| (11) | Percent of Class Represented
by Amount in Row (9) 5.1% | | |
| (12) | Type of Reporting Person
(See Instructions) CO | | |

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc., may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the shares directly owned by Capital Ventures International.

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CUSIP No: 65345N106

| (1) — (2) | Names of Reporting Persons G1 Execution
Services, LLC — Check the Appropriate Box if a Member of a Group (See Instructions) | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | ¨ | |
| (3) | SEC Use Only | | |
| (4) | Citizenship or Place
of Organization Illinois | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | (5) | Sole Voting Power 1,420 (1) |
| | | (6) | Shared Voting Power 5,695,094 (1) |
| | | (7) | Sole Dispositive Power 1,420 (1) |
| | | (8) | Shared Dispositive Power 5,695,094 (1) |
| (9) | Aggregate Amount Beneficially
Owned by Each Reporting Person 5,695,094 (1) | | |
| (10) | Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| (11) | Percent of Class Represented
by Amount in Row (9) 5.1% | | |
| (12) | Type of Reporting Person
(See Instructions) BD, OO | | |

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc., may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

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CUSIP No: 65345N106

| (1) — (2) | Names of Reporting Persons Susquehanna Securities,
LLC — Check the Appropriate Box if a Member of a Group (See Instructions) | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | ¨ | |
| (3) | SEC Use Only | | |
| (4) | Citizenship or Place
of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | (5) | Sole Voting Power 1,542,906 (1) |
| | | (6) | Shared Voting Power 5,695,094 (1) |
| | | (7) | Sole Dispositive Power 1,542,906 (1) |
| | | (8) | Shared Dispositive Power 5,695,094 (1) |
| (9) | Aggregate Amount Beneficially
Owned by Each Reporting Person 5,695,094 (1) | | |
| (10) | Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| (11) | Percent of Class Represented
by Amount in Row (9) 5.1% | | |
| (12) | Type of Reporting Person
(See Instructions) BD, OO | | |

(1) G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Capital Ventures International and Susquehanna Advisors Group, Inc., may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.

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CUSIP No: 65345N106

Item 1.
(a)	Name
of Issuer NextNav Inc. (the “Company”)
(b)	Address
of Issuer’s Principal Executive Offices 1775 Tysons Blvd., 5th Floor, McLean, VA 22102
Item 2(a).	Name
of Person Filing This statement is filed by the entities listed below, who
are collectively referred to herein as “Reporting Persons” with respect to the Common Stock, par value $0.0001 par
value per share, of the Company (the “Shares”). (i) Capital Ventures International (ii) Susquehanna Advisors Group, Inc. (iii) G1 Execution Services, LLC (iv)
Susquehanna Securities, LLC
Item 2(b).	Address
of Principal Business Office or, if none, Residence The address of the principal business office of Capital Ventures
International is: P.O. Box 897 Windward 1, Regatta Office Park West Bay Road Grand Cayman, KY1-1103 Cayman Islands The address of the principal business office of G1 Execution
Services, LLC is: 175 W. Jackson Blvd. Suite 1700 Chicago, IL 60604 The address of the principal business office of Susquehanna
Advisors Group, Inc. and Susquehanna Securities, LLC is: 401 E. City Avenue Suite 220 Bala Cynwyd, PA 19004
Item 2(c).	Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d).	Title of Class of Securities Common Stock, par value $0.0001 par value per share
Item 2(e)	CUSIP
Number 65345N106

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CUSIP No: 65345N106

| Item 3. — (a) | ¨ | Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ¨ | Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ | An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with rule 13d–1(b)(1)(ii)(K). |
| | | If filing as a non-U.S. institution
in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |

ITEM 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The number of Shares reported as beneficially owned by Capital Ventures International includes 3,105,768 Shares issuable upon the exercise of warrants to purchase Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 806,700 Shares.

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 indicates there were 111,189,983 Shares outstanding as of March 8, 2024.

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

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CUSIP No: 65345N106

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.

| Item 10. |
| --- |
| By signing below each of the undersigned certifies that, to the best of its knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |

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CUSIP No: 65345N106

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: March 21, 2024

| CAPITAL
VENTURES INTERNATIONAL | | SUSQUEHANNA ADVISORS GROUP, INC. | |
| --- | --- | --- | --- |
| By:
Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto. | | | |
| By: | /s/
Brian Sopinsky | By: | /s/
Brian Sopinsky |
| Name: | Brian
Sopinsky | Name: | Brian
Sopinsky |
| Title: | Assistant
Secretary | Title: | Assistant Secretary |
| G1
EXECUTION SERVICES, LLC | | SUSQUEHANNA SECURITIES, LLC | |
| By: | /s/
Brian Sopinsky | By: | /s/ Brian Sopinsky |
| Name: | Brian
Sopinsky | Name: | Brian Sopinsky |
| Title: | Secretary | Title: | Secretary |

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CUSIP No: 65345N106

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
I	Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012
II	Joint Filing Agreement

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