Subsequent Events	12 Months Ended
Dec. 31, 2023
Subsequent Events
Subsequent Events	16. Subsequent Events The Company has completed an evaluation of all subsequent events through the date of this Annual Report on Form 10-K to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company notes the following: Acquires Additional 900 MHz Spectrum Licenses On March 07, 2024, NextNav Inc. (“NextNav”), and its wholly-owned subsidiary Progeny LMS, LLC (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Telesaurus Holdings GB (“Telesaurus”) and Skybridge Spectrum Foundation (“Skybridge”), pursuant to which the Company will acquire (1) certain Multilateration Location and Monitoring Service (“M-LMS”) licenses (the “Licenses”) issued by the Federal Communications Commission (the “FCC”) and (2) rights to a petition for reconsideration, dated December 20, 2017, which, if granted, may reinstate additional M-LMS licenses owned by Skybridge and Telesaurus and terminated by the FCC in 2017, for an aggregate purchase price of up to $50,000,000 paid in the form of cash and NextNav common stock (the foregoing contemplated sale and rights, collectively, the “Transaction”). The closing (“Closing”) of the Transaction is subject to customary conditions as well as the approval of the Superior Court of the State of California, County of Alameda (“Alameda Court Approval”) and approval of the FCC of the application seeking the transfer and assignment of the Licenses to the Company by final order (“FCC Approval”) and will occur upon the assignment of the Licenses following the FCC Approval. The consideration for the Transaction is payable as follows: · $2,499,900 in cash within thirty (30) days of the Alameda Court Approval (payable regardless of whether Closing occurs); · $7,500,000 in shares of NextNav common stock on the earlier of the FCC Approval or, if no action has been taken by the FCC, November 15, 2024 (payable regardless of whether Closing occurs); and · $20,000,100 in shares of NextNav common stock within thirty (30) days of the assignment of the Licenses at Closing following the FCC Approval (the foregoing two stock payments, collectively, the “Stock Consideration”). The Agreement provides for potential additional consideration in the amount of $20,000,000, payable in shares of NextNav common stock (“Additional Payment”), contingent upon the FCC granting additional flexibility in the use of M-LMS spectrum, including the M-LMS spectrum covered by the Licenses. The Additional Payment (if earned) is required to be paid within thirty (30) days following the release of the FCC order providing such additional flexibility. The number of shares issued as the Stock Consideration and the Additional Payment (if any) will be determined based on the twenty (20)-day trailing VWAP of the shares of common stock of NextNav calculated as of the date one trading day prior to the respective dates of issuance of such shares and subject to the requirements of the Nasdaq Stock Market Listing Rules. For purposes of the Agreement, “VWAP” is based on Bloomberg’s “HP” function set to weighted average for the relevant date range, between 9:30:01 a.m. and 4:00 p.m. for each day in the range. The Agreement contains customary representations, warranties and covenants made by each of the parties. Such representations, warranties and covenants were made only for purposes of the Agreement and as of specific dates, and may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions therefore as characterizations of the actual state of facts or condition of NextNav, the Company or any of their subsidiaries or affiliates. In connection with the Agreement and the Transaction, NextNav entered into a Resale Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which NextNav has agreed to file one or more registration statements registering the shares of NextNav common stock issued as the Stock Consideration and the Additional Payment (if any). The foregoing descriptions of the Agreement and the Registration Rights Agreement do not purport to be complete and are subject to, and each is qualified in its entirety by reference to, the Agreement and the Registration Rights Agreement, respectively, each of which will be filed as an exhibit to NextNav’s Quarterly Report on Form 10-Q for the period ending March 31, 2024.

The Company has completed an evaluation of all subsequent events through the date of this Annual Report on Form 10-K to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company notes the following:

On March 07, 2024, NextNav Inc. (“NextNav”), and its wholly-owned subsidiary Progeny LMS, LLC (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Telesaurus Holdings GB (“Telesaurus”) and Skybridge Spectrum Foundation (“Skybridge”), pursuant to which the Company will acquire (1) certain Multilateration Location and Monitoring Service (“M-LMS”) licenses (the “Licenses”) issued by the Federal Communications Commission (the “FCC”) and (2) rights to a petition for reconsideration, dated December 20, 2017, which, if granted, may reinstate additional M-LMS licenses owned by Skybridge and Telesaurus and terminated by the FCC in 2017, for an aggregate purchase price of up to $50,000,000 paid in the form of cash and NextNav common stock (the foregoing contemplated sale and rights, collectively, the “Transaction”).

The closing (“Closing”) of the Transaction is subject to customary conditions as well as the approval of the Superior Court of the State of California, County of Alameda (“Alameda Court Approval”) and approval of the FCC of the application seeking the transfer and assignment of the Licenses to the Company by final order (“FCC Approval”) and will occur upon the assignment of the Licenses following the FCC Approval.

The consideration for the Transaction is payable as follows:

· $2,499,900 in cash within thirty (30) days of the Alameda Court Approval (payable regardless of whether Closing occurs);

· $7,500,000 in shares of NextNav common stock on the earlier of the FCC Approval or, if no action has been taken by the FCC, November 15, 2024 (payable regardless of whether Closing occurs); and

· $20,000,100 in shares of NextNav common stock within thirty (30) days of the assignment of the Licenses at Closing following the FCC Approval (the foregoing two stock payments, collectively, the “Stock Consideration”).

The Agreement provides for potential additional consideration in the amount of $20,000,000, payable in shares of NextNav common stock (“Additional Payment”), contingent upon the FCC granting additional flexibility in the use of M-LMS spectrum, including the M-LMS spectrum covered by the Licenses. The Additional Payment (if earned) is required to be paid within thirty (30) days following the release of the FCC order providing such additional flexibility.

The number of shares issued as the Stock Consideration and the Additional Payment (if any) will be determined based on the twenty (20)-day trailing VWAP of the shares of common stock of NextNav calculated as of the date one trading day prior to the respective dates of issuance of such shares and subject to the requirements of the Nasdaq Stock Market Listing Rules. For purposes of the Agreement, “VWAP” is based on Bloomberg’s “HP” function set to weighted average for the relevant date range, between 9:30:01 a.m. and 4:00 p.m. for each day in the range.

The Agreement contains customary representations, warranties and covenants made by each of the parties. Such representations, warranties and covenants were made only for purposes of the Agreement and as of specific dates, and may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions therefore as characterizations of the actual state of facts or condition of NextNav, the Company or any of their subsidiaries or affiliates.

In connection with the Agreement and the Transaction, NextNav entered into a Resale Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which NextNav has agreed to file one or more registration statements registering the shares of NextNav common stock issued as the Stock Consideration and the Additional Payment (if any).

The foregoing descriptions of the Agreement and the Registration Rights Agreement do not purport to be complete and are subject to, and each is qualified in its entirety by reference to, the Agreement and the Registration Rights Agreement, respectively, each of which will be filed as an exhibit to NextNav’s Quarterly Report on Form 10-Q for the period ending March 31, 2024.