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

 

 

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

____________________________________

FORM 8-A

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

____________________________________

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., 5th 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

 

 

 

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.

 

 

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