v3.26.1
Warrants and Warrant Liability
6 Months Ended
Jun. 30, 2026
Warrants and Warrant Liability  
Warrants and Warrant Liability

9. Warrants and Warrant Liability

 

As of June 30, 2026, NextNav had 21,979,899 warrants outstanding, which includes: (a) 3,694,813 warrants issued to Spartacus Sponsor LLC in a private placement on the initial public offering closing date (the “Private Placement Warrants”), (b) 10,485,086 2026 Warrants (as further described in Note 8) and (c) 7,800,000 2028 Warrants (as further described in Note 8).

 

The Private Placement Warrants are classified as a liability on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2026. During the three months ended June 30, 2026, 339,977 Private Placement Warrants were reclassified from liability to equity (and thereafter became Public Warrants, as defined below), as the terms that initially precluded equity classification were no longer applicable. No Private Placement Warrants were reclassified during the three months ended June 30, 2025.

 

During the six months ended June 30, 2026 and 2025, 339,977 and 205,402 Private Placement Warrants, respectively, were reclassified from liability to equity (and thereafter became Public Warrants). Accordingly, the Company reclassified $3.9 million and $1.2 million, respectively, from warrant liability to additional paid-in capital on its Condensed Consolidated Balance Sheets as of June 30, 2026 and 2025.

 

Holders of the public warrants (consisting of 14,714,169 warrants issued in connection with Spartacus Acquisition Corp.'s initial public offering and the warrants reclassified as described in the preceding paragraph (collectively, the “Public Warrants”)), Private Placement Warrants, 2026 Warrants, and 2028 Warrants are entitled to acquire shares of the Company’s common stock. With respect to the Public Warrants and Private Placement Warrants, 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 on October 28, 2026.

 

NextNav had 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. 

 

On May 27, 2026, NextNav announced the redemption of all 15,054,146 outstanding Public Warrants, with a redemption date of June 26, 2026. As a result, holders of Public Warrants elected to exercise 14,736,141 Public Warrants for cash at the contractual exercise price of $11.50 per share, generating approximately $169.5 million of gross cash proceeds to the Company. As of June 30, 2026, approximately $69.3 million of such proceeds had not yet been received and was recorded in other current assets on the condensed balance sheet. The related cash was received on July 1, 2026. The remaining 318,005 Public Warrants were not exercised and were redeemed in accordance with their terms for $0.01 per Public Warrant, resulting in an aggregate redemption payment of approximately $3 thousand.

The Private Placement Warrants are identical in all respects to the Public Warrants except that, so long as they are held by the current holder 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. Private Placement Warrants were not subject to redemption and remain outstanding in accordance with their terms.