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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

SCHEDULE 13D/A 0001072613-21-000665 0001544328 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 01/03/2025 false 0001865631 65345N106 NextNav Inc. 11911 Freedom Drive Suite 200 Reston VA 20190 Stephanie Brecher (410) 842-4000 New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium MD 21093 0001544328 N New Enterprise Associates 14, L.P. WC N E9 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001551531 N NEA Partners 14, L.P. AF N E9 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001551532 N NEA 14 GP, LTD AF N E9 0.00 0.00 0.00 0.00 0.00 N 0 CO 0001277631 N Forest Baskett AF N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN 0001559827 N Anthony A. Florence, Jr. AF N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN 0001235112 N Patrick J. Kerins AF N X1 75627.00 0.00 75627.00 0.00 75627.00 N 0.1 IN 0001630226 N Mohamad H. Makhzoumi AF N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN 0001237289 N Scott D. Sandell AF N X1 63352.00 0.00 63352.00 0.00 63352.00 N 0 IN Common Stock, par value $0.0001 per share NextNav Inc. 11911 Freedom Drive Suite 200 Reston VA 20190 The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 128,864,792 shares of Common Stock reported by the Issuer to be outstanding as of November 8, 2024, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024. Item 5(b) of the Schedule 13D is amended and supplemented as follows: As of January 6, 2025, Kerins is the record owner of 75,627 shares of Common Stock. As of January 6, 2025, the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), is the record owner of 63,352 shares of Common Stock (the "Blue Mountain Trust Shares"). Scott D. Sandell may be deemed to own beneficially the Blue Mountain Trust Shares as trustee of the Blue Mountain Trust. New Enterprise Associates 14, L.P. ("NEA 14") made a pro rata distribution of 8,189,156 shares of Common Stock of the Issuer to its general partner and its limited partners for no consideration on January 3, 2025 (the "Distribution"). Following the Distribution, each of the Reporting Persons ceased to beneficially own five percent (5%) or more of the Issuer's Common Stock. January 3, 2025 Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. New Enterprise Associates 14, L.P. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 01/07/2025 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 01/07/2025 NEA Partners 14, L.P. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 01/07/2025 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 01/07/2025 NEA 14 GP, LTD /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer 01/07/2025 /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer 01/07/2025 Forest Baskett /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Forest Baskett 01/07/2025 Anthony A. Florence, Jr. /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr. 01/07/2025 Patrick J. Kerins /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Patrick J. Kerins 01/07/2025 Mohamad H. Makhzoumi /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi 01/07/2025 Scott D. Sandell /s/ Zachary Bambach Zachary Bambach as attorney-in-fact for Scott D.Sandell 01/07/2025 This Amendment No. 2 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.