Warrants and Warrant Liability	12 Months Ended
Dec. 31, 2023
Warrants and Warrant Liability
Warrants and Warrant Liability	9. Warrants and Warrant Liability As of December 31, 2023, NextNav had 44,267,686 warrants outstanding, which includes: (a) 10,999,460 public warrants associated with Spartacus Acquisition Corp.’s (“Spartacus”) initial public offering (the “Public Warrants”) and (b) 7,750,530 warrants issued to Sponsor in a private placement on the initial public offering closing date (the “Private Placement Warrants”) and (c) 25,517,696 warrants issued in connection with the Notes (the Debt Warrants, as further described in Note 8). The Private Placement Warrants are classified as a liability on the Company’s Consolidated Balance Sheet as of December 31, 2023. During the twelve months ended December 31, 2023, 999,470 Private Placement Warrants were reclassified from liability to equity (Public Warrants). The terms included in the Private Warrants that initially precluded equity classification were no longer applicable. Accordingly, NextNav reclassified $1.2 million from warrant liability to additional paid-in capital in its Consolidated Balance Sheet. As of December 31, 2023, the Company recorded $4.1 million to the Consolidated Statement of Comprehensive Loss as a fair value adjustment for the Private Placement Warrants. Holders of the Public Warrants and Private Placement Warrants are entitled to acquire shares of common stock of NextNav. Each whole warrant entitles the registered holder to purchase one share at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire five years after the October 28, 2021 completion of that certain business combination by and among the Company, Spartacus, NextNav Holdings, LLC (“Holdings”), and the other parties thereto (the “Business Combination”). NextNav has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sales price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which NextNav sends the notice of redemption to the warrant holders. The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. The Company has the right to redeem for cash the applicable pro rata portion of any Debt Warrant on each of May 1, 2025, September 1, 2025 and December 1, 2025, in each case, at a redemption price of $0.01 per share of underlying common stock, where there exists both a Funding Shortfall (as defined in the Debt Warrant) and the market price of the underlying common stock, calculated in accordance with the provisions of the Debt Warrants, exceeds 130% of the exercise price of the Debt Warrants. The fair value of the Debt Warrants was $22.8 million on the issuance date and was classified as debt discount. The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy. The Company agreed to file a registration statement under the Securities Act, registering the resale of the Debt Warrants and the shares of common stock underlying the Debt Warrants within 35 business days of the Initial Closing. The Company filed such registration statement with the SEC on June 23, 2023, which the SEC declared effective on June 29, 2023.

Warrants and Warrant Liability

12 Months Ended

Dec. 31, 2023

9. Warrants and Warrant Liability

As of December 31, 2023, NextNav had 44,267,686 warrants outstanding, which includes: (a) 10,999,460 public warrants associated with Spartacus Acquisition Corp.’s (“Spartacus”) initial public offering (the “Public Warrants”) and (b) 7,750,530 warrants issued to Sponsor in a private placement on the initial public offering closing date (the “Private Placement Warrants”) and (c) 25,517,696 warrants issued in connection with the Notes (the Debt Warrants, as further described in Note 8).

The Private Placement Warrants are classified as a liability on the Company’s Consolidated Balance Sheet as of December 31, 2023. During the twelve months ended December 31, 2023, 999,470 Private Placement Warrants were reclassified from liability to equity (Public Warrants). The terms included in the Private Warrants that initially precluded equity classification were no longer applicable. Accordingly, NextNav reclassified $1.2 million from warrant liability to additional paid-in capital in its Consolidated Balance Sheet. As of December 31, 2023, the Company recorded $4.1 million to the Consolidated Statement of Comprehensive Loss as a fair value adjustment for the Private Placement Warrants.

Holders of the Public Warrants and Private Placement Warrants are entitled to acquire shares of common stock of NextNav. Each whole warrant entitles the registered holder to purchase one share at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire five years after the October 28, 2021 completion of that certain business combination by and among the Company, Spartacus, NextNav Holdings, LLC (“Holdings”), and the other parties thereto (the “Business Combination”).

NextNav has the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sales price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which NextNav sends the notice of redemption to the warrant holders.

The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by NextNav; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights.

The Company has the right to redeem for cash the applicable pro rata portion of any Debt Warrant on each of May 1, 2025, September 1, 2025 and December 1, 2025, in each case, at a redemption price of $0.01 per share of underlying common stock, where there exists both a Funding Shortfall (as defined in the Debt Warrant) and the market price of the underlying common stock, calculated in accordance with the provisions of the Debt Warrants, exceeds 130% of the exercise price of the Debt Warrants. The fair value of the Debt Warrants was $22.8 million on the issuance date and was classified as debt discount. The fair value was determined based on no observable pricing inputs in the market and is categorized accordingly as Level 3 in the fair value hierarchy. The Company agreed to file a registration statement under the Securities Act, registering the resale of the Debt Warrants and the shares of common stock underlying the Debt Warrants within 35 business days of the Initial Closing. The Company filed such registration statement with the SEC on June 23, 2023, which the SEC declared effective on June 29, 2023.