NEXTNAV INC. — Regulatory Filings 2021

Oct 28, 2021

8-A12B 1 ea149403-8a12b_nextnav.htm FORM 8-A12B

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

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FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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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 No.)

1775 Tysons Blvd., 5 th Floor McLean, Virginia	22102
(Address of Principal Executive Offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.0001 value per share	The Nasdaq Capital Market
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	The Nasdaq Capital Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement number to which this form relates: 333-257441

Securities to be registered pursuant to Section 12(g) of the Act: None

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ITEM 1. Description of Registrant’s Securities to Be Registered.

The securities to be registered hereby are the shares of common stock, par value $0.0001 per share (the “Common Stock”) of NextNav Inc. (formerly Spartacus Acquisition Shelf Corp.) (the “Company”) and warrants to purchase Common Stock (the “Warrants”). The description of the Common Stock and Warrants contained under the heading “Description of Securities” in the proxy statement/prospectus included in the Company’s registration statement on Form S-4 (File No. 333-257441) initially filed with the Securities and Exchange Commission (the “Commission”) on June 25, 2021, as amended on August 12, 2021 and August 25, 2021 (the “Registration Statement”), to which this Form 8-A relates is incorporated herein by reference. In addition, the above-referenced descriptions included in any proxy statement/prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein. The Company changed its name from “Spartacus Acquisition Shelf Corp.” to “NextNav Inc.” upon the closing of the mergers described in the Registration Statement.

ITEM 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the registrant are registered on the Nasdaq Capital Market, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

NEXTNAV INC.
By:	/s/ Ganesh Pattabiraman
Name:	Ganesh Pattabiraman
Title:	President and Chief Executive Officer

Dated: October 28, 2021

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