SC 13G

NAMES OF REPORTING PERSONS

Spring Creek Capital, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G 1 d235174dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

NextNav Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

65345N106

(CUSIP Number)

October 28, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP: 65345N106

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(1)

Spring Creek Capital, LLC received 5,000,000 shares of common stock (the “Public Shares”) from the Issuer on October 28, 2021, following the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of June 9, 2021, by and among the Issuer, Spartacus Acquisition Corporation, NextNav Holdings, LLC and the other parties thereto (the “Merger Agreement”).

CUSIP: 65345N106

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(1)	Represents 5,000,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by SCC Holdings, LLC by virtue of its 100% ownership of Spring Creek Capital, LLC.

CUSIP: 65345N106

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(1)	Represents 5,000,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC.

CUSIP: 65345N106

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Item 1(a). Name of Issuer: NextNav Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Officers: 1775 Tysons Blvd., 5th Floor, McLean, VA 22102

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC Holdings”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons filing is:

4111 E. 37^th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Common stock, par value $0.0001 per share (“Public Shares”).

Item 2(e). CUSIP No.: 65345N106.

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 95,475,334 Public Shares outstanding as of October 28, 2021, as reported in the Form 8-K filed by the Issuer on October 28, 2021 and based upon the total number of outstanding Public Shares immediately following consummation of the transactions contemplated by the Merger Agreement.

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is 100% owned by SCC Holdings and SCC Holdings is 100% owned by Koch Industries.

Koch Industries and SCC Holdings may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of Koch Industries’ ownership of SCC Holdings and SCC Holdings’ ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that either SCC Holdings or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

CUSIP: 65345N106

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Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: 65345N106

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: November 5, 2021


Spring Creek Capital, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

SCC Holdings, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

Koch Industries, Inc.

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Assistant Secretary

CUSIP: 65345N106

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EXHIBIT INDEX


Exhibit Number		Title

99.1		Joint Filing Agreement

SEC Form SC 13G filed by NextNav Inc.