Amendment to Current Report (Form 8-K/A)

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

FORM 8-K/A

Amendment No.1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2025

NEXTNAV INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 amends the Current Report on Form 8-K filed by NextNav Inc. on September 25, 2025 (the "Original Report") to provide supplemental disclosures. Except as provided herein, the disclosures in the Original Report remain unchanged.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As disclosed in the Current Report on Form 8-K of NextNav Inc. (the "Company") filed on September 25, 2025, the transaction contemplated by the Asset Purchase Agreement, dated March 7, 2024, among the Company, its wholly owned subsidiary, Progeny LMS, LLC ("Progeny"), Telesaurus Holdings GB LLC ("Telesaurus"), and Skybridge Spectrum Foundation ("Skybridge"), closed on September 19, 2025 (the "Closing").

In connection with the Closing, on September 19, 2025, Telesaurus, Skybridge, Progeny, the Company, and Northlake Crystal, LLC, a permitted transferee of Telesaurus ("Northlake Crystal"), entered into an agreement pursuant to which, among other things, Northlake Crystal is subject to volume restrictions on the resale of shares of the Company's common stock during any single trading day for a period of 12 months following the date of the Closing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.