SecProbe.io

CORRESP
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 NEXTNAV INC.
 11911 Freedom Drive,   Ste. 200
 Reston,   Virginia   20190

 September 30 , 2025

 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporate Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attn: Erin Donahue

 Re:

 NextNav Inc.
 Registration Statement on Form S-3
 Filed September 25, 2025
 File No. 333-290509
 Request for Acceleration of Effective Date

 To Whom it May Concern:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and declare the Registration Statement effective as of 5:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as possible.
 The Company requests that it be notified of such effectiveness by a telephone call to Kevin K. Greenslade of Hogan Lovells US LLP at (703) 610-6189.

 NEXTNAV INC.

 By:

 /s/ James Black

 Name:

 James Black

 Title:

 General Counsel and Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Mariam Sorond
Chief Executive Officer
NEXTNAV INC.
11911 Freedom Drive, Ste. 200
Reston, VA 20190

 Re: NEXTNAV INC.
 Registration Statement on Form S-3
 Filed September 25, 2025
 File No.333-290509
Dear Mariam Sorond:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 NEXTNAV INC.
 11911 Freedom Drive, Ste. 200
 Reston, Virginia 20190

 May 1, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporate Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attn: Kristin Baldwin

 Re:

 NextNav Inc.
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-2 86758
 Request for Acceleration of Effective Date

 To Whom it May Concern:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextNav Inc. , a Delaware corporation (the “ Company ”), hereby requests that the U.S. Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on May 2, 2025 , or as soon thereafter as possible.

 The Company requests that it be notified of such effectiveness by a telephone call to David A. Bartz of K&L Gates LLP at ( 615 ) 780 - 6743 . The Company hereby authorizes Mr. Bartz to orally modify or withdraw this request for acceleration.

 NEXTNAV INC.

 By: / s/ James Black
 Name: James Black
 Title: General Counsel and Secretary

 cc: David A. Bartz, K&L Gates LLP
 Robert S. Matlin, K&L Gates LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Mariam Sorond
Chief Executive Officer
NEXTNAV INC.
11911 Freedom Drive
Suite 200
Reston, VA 20190

 Re: NEXTNAV INC.
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-286758
Dear Mariam Sorond:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: David Bartz
</TEXT>
</DOCUMENT>

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NEXTNAV INC.

11911 Freedom Drive, Ste. 200

Reston, Virginia 20190

December 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jenny O’Shanick

Re: NextNav Inc.

Registration Statement on Form S-3

Filed December 13, 2024

File No. 	333-283800

Request for Acceleration of Effective Date

To Whom it May Concern:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange
Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on December 18, 2024, or as soon thereafter
as possible.

The Company requests that it be
notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

  NEXTNAV INC.

  By: /s/ Christian D. Gates

Name: Christian D. Gates

Title:   Chief Financial Officer

December 16, 2024
Mariam Sorond
Chief Executive Officer
NEXTNAV INC.
11911 Freedom Drive, Ste. 200
Reston, VA 20190
Re:NEXTNAV INC.
Registration Statement on Form S-3
Filed December 13, 2024
File No. 333-283800
Dear Mariam Sorond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Rupa Briggs

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NEXTNAV INC.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

November 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Bradley Ecker

    Re:

    NextNav Inc.

    Registration Statement on Form S-3

    Filed November 22, 2024

    File No. 	333-283412

    Request for Acceleration of Effective Date

To Whom it May Concern:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange
Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on November 26, 2024, or as soon thereafter
as possible.

The Company requests that it be
notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

    NEXTNAV INC.

    By:
    /s/ Christian D. Gates

    Name: Christian D. Gates
Title: Chief Financial Officer

November 25, 2024
Miriam Sorond
Chief Executive Officer
NEXTNAV INC.
11911 Freedom Drive, Ste. 200
Reston, VA 20190
Re:NEXTNAV INC.
Registration Statement on Form S-3
Filed on November 22, 2024
File No. 333-283412
Dear Miriam Sorond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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NEXTNAV INC.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

June 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sarah Sidwell

    Re:
    NextNav Inc.

    Registration Statement on Form S-3

    Filed June 5, 2024

    File No. 333-279959

    Request for Acceleration of Effective Date

To Whom it May Concern:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and
Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on June 12, 2024, or as soon thereafter
as possible.

The Company requests that
it be notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

    NEXTNAV INC.

    By:
    /s/ Christian D. Gates

    Name:
    Christian D. Gates

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
June 10, 2024
Mariam Sorond
Chief Executive Officer
NextNav Inc.
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
Re:NextNav Inc.
Registration Statement on Form S-3
Filed on June 5, 2024
File No. 333-279959
Dear Mariam Sorond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Randy Segal

CORRESP
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NEXTNAV INC.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

June 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sarah Sidwell

    Re:
    NextNav Inc.

    Registration Statement on Form S-3

    Filed June 5, 2024

    File No. 333-279957

    Request for Acceleration of Effective Date

To Whom it May Concern:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and
Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on June 12, 2024, or as soon thereafter
as possible.

The Company requests that
it be notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

    NEXTNAV INC.

    By:
    /s/ Christian D. Gates

    Name:
    Christian D. Gates

    Title:
    Chief Financial Officer

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NEXTNAV INC.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

December 13, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

    Re:

    NextNav
    Inc.

Registration Statement
on Form S-3

Filed December 11,
2023

File No. 333-275983

Request for Acceleration of Effective Date

To Whom it May Concern:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange
Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3, as amended by Amendment
No. 1 filed on December 12, 2023 (the “Registration Statement”), and declare the Registration Statement effective as of 5:30
p.m., Eastern Time, on December 15, 2023, or as soon thereafter as possible.

The Company requests that it be
notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

    NEXTNAV INC.

    By: /s/ Christian D. Gates

    Name: Christian D. Gates

    Title:   Chief Financial Officer

United States securities and exchange commission logo
December 13, 2023
Mariam Sorond
Chief Executive Officer
NextNav Inc.
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
Re:NextNav Inc.
Registration Statement on Form S-3
Filed December 11, 2023
File No. 333-275983
Dear Mariam Sorond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Randy Segal

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NEXTNAV INC.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

October 24, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Gregory Herbers

Re:  NextNav Inc.

Registration Statement on Form S-3

Filed October 13, 2023

File No. 333-274969

Request for Acceleration of Effective Date

Mr. Herbers:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange
Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) and declare the Registration Statement effective as of 5:30 p.m., Eastern Time, on October 26, 2023, or as soon thereafter
as possible.

The Company requests that it be
notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

  NEXTNAV INC.

  By: /s/ Christian D. Gates

Name: Christian D. Gates

Title: Chief Financial Officer

United States securities and exchange commission logo
October 23, 2023
Christian Gates
Chief Financial Officer
NextNav Inc.
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
Re:NextNav Inc.
Registration Statement on Form S-3
Filed October 13, 2023
File No. 333-274969
Dear Christian Gates:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Randy Segal

CORRESP
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NEXTNAV INC.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

June 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Bradley Ecker

 Re: NextNav Inc.

Registration Statement on Form S-3

Filed June 23, 2023

File No. 333-272875

Request for Acceleration of Effective Date

Mr. Ecker:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange
Commission accelerate the effective date and time of the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”) and declare the Registration Statement effective as of 5:30 p.m., Eastern Time, on June 29, 2023, or as soon thereafter
as possible.

The Company requests that it be
notified of such effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

NEXTNAV INC.

By: /s/ Christian D. Gates

Name: Christian D. Gates

Title: Chief Financial Officer

United States securities and exchange commission logo
June 27, 2023
Ganesh Pattabiraman
Chief Executive Officer
NEXTNAV INC.
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
Re:NEXTNAV INC.
Registration Statement on Form S-3
Filed on June 23, 2023
File No. 333-272875
Dear Ganesh Pattabiraman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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NextNav Inc.

1775 Tysons Blvd., 5th Floor

McLean, Virginia 22102

November 18, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

    Re:
    NextNav Inc.

    Registration Statement on Form S-1

    File No. 333-260687

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, NextNav Inc. hereby requests that the U.S. Securities and Exchange Commission
accelerate the effective date and time of the above referenced Registration Statement on Form S-1 (the “Registration Statement”)
and declare the Registration Statement effective as of 5:30 p.m. Eastern Time on November 22, 2021, or as soon thereafter as practicable.

The Company requests that it be notified of such
effectiveness by a telephone call to Randy Segal of Hogan Lovells US LLP at (703) 403-7477.

    NextNav Inc.

    By:
    /s/ Christian D. Gates

    Name:
    Christian D. Gates

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
November 9, 2021
Christian Gates
Chief Financial Officer
NextNav Inc.
1775 Tysons Blvd., 5th Floor
McLean, VA 22102
Re:NextNav Inc.
Registration Statement on Form S-1
Filed November 2, 2021
File No. 333-260687
Dear Mr. Gates:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Randy Segal

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 Spartacus Acquisition Shelf Corp.

6470 E Johns Crossing, Suite 490

Duluth, GA 30097

September 9, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Re:
    Spartacus Acquisition Shelf Corp.

    Registration Statement on Form S-4

    File No. 333-257441

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to and in accordance with Rule 461 under the Securities
Act of 1933, as amended, Spartacus Acquisition Shelf Corp., a Delaware corporation (the “Company”), respectfully
requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective
at 9:00 a.m., Eastern Time, on September 13, 2021, or as soon thereafter as is practicable.

The Company hereby authorizes David A. Bartz, with the Company’s
outside legal counsel, K&L Gates LLP, to orally modify or withdraw this request for acceleration.

The Company further requests that it be notified of such effectiveness
by telephone call to David A. Bartz, with the law firm K&L Gates LLP, at (615) 780-6743.

    Sincerely

    By:
    /s/ Igor Volshteyn

    Name: Igor Volshteyn

    Title: President

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Spartacus Acquisition Shelf Corp.

6470 E Johns Crossing, Suite 490

Duluth, GA 30097

August 25, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Erin Purnell and Geoffrey Kruczek

    Re:
    Spartacus Acquisition Shelf Corp.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed August 12, 2021

    File No. 333-257441

Dear Sir or Madam:

This letter sets forth responses of Spartacus Acquisition Shelf Corp.,
a Delaware corporation (the “Company”), to the comments set forth in the comment letter of the staff of the
Securities and Exchange Commission (the “Staff”), dated August 19, 2021 (the “Comment Letter”),
relating to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-257441) (the “Registration Statement”).
The Company has also revised the Registration Statement in response to the Staff’s comments, and, concurrently with delivery of
this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions
(“Amendment No. 2”).

To assist your review, set forth below in bold are the comments of
the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto or a
statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all
references to page numbers in our responses refer to the page numbers of Amendment No. 2. Capitalized terms used but not defined herein
have the meanings ascribed to such terms in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-4 filed
on August 12, 2021

PIPE Financing, page 28

1. Please revise to provide a comparison between the purchase price per PIPE Share versus the most recent closing price of the Class
A Common Stock.

Response to Comment 1:

The Company acknowledges the Staff’s comment and has
revised the disclosure on pages 28 and 107 of Amendment No. 2.

Certain Projected Financial Information, page 123

2. We note the assumptions added to your disclosure in response to prior comment 13. Please revise to provide greater specificity
concerning the assumptions, including quantifying the metrics, and explain how the assumptions relate to the projected financial information.
As one example only, describe and quantify the pricing and volume assumptions and explain how those assumptions result in the amount of
revenue disclosed in the table for each year. Also, considering your historical revenues to date, please explain for the basis of the
projections beyond year three and why you believe the growth rates and projected financial information is reasonable.

Securities and Exchange Commission

August 25, 2021

Page 2

Response to Comment 2:

The Company acknowledges the Staff’s comment and has
revised the disclosure on pages 86, 87, 124, and 125 of Amendment No. 2.

Material U.S. Federal Income Tax Consequences, page 159

3. It appears from your revisions in response to prior comment 16 that counsel's opinion will not cover the tax consequences mentioned
in (i) of the first paragraph. If so, please explain why the opinion will not include the tax consequences related to the redemption of
shares. Given the uncertain and complex tax consequences of the redemption that you disclose, it appears the opinion should also cover
those matters.

Response to Comment 3:

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 159 of Amendment No. 2.

We hope that the foregoing has been responsive to the Staff’s
comments. If you have any questions related to this letter, please contact Robert S. Matlin at (212) 536-4066 and David A. Bartz at (615)
780-6743 of K&L Gates LLP.

    Sincerely

    By:
    /s/ Igor Volshteyn

    Name: Igor Volshteyn

    Title:   President

Via E-mail:

    cc:
    Robert S. Matlin

    David A. Bartz

    K&L Gates LLP

    Randy S. Segal

    John P. Duke

    Jessica A. Bisignano

    Hogan Lovells US LLP

United States securities and exchange commission logo
August 19, 2021
Igor Volshteyn
President
Spartacus Acquisition Shelf Corp.
6470 E Johns Crossing, Suite 490
Duluth, GA 30097
Re:Spartacus Acquisition Shelf Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 12, 2021
File No. 333-257441
Dear Mr. Volshteyn:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-4
PIPE Financing, page 28
1.Please revise to provide a comparison between the purchase price per PIPE Share versus
the most recent closing price of the Class A Common Stock.
Certain Projected Financial Information, page 123
2.We note the assumptions added to your disclosure in response to prior comment 13.
Please revise to provide greater specificity concerning the assumptions, including
quantifying the metrics, and explain how the assumptions relate to the projected financial
information.  As one example only, describe and quantify the pricing and volume
assumptions and explain how those assumptions result in the amount of revenue disclosed

 FirstName LastNameIgor Volshteyn
 Comapany NameSpartacus Acquisition Shelf Corp.
 August 19, 2021 Page 2
 FirstName LastName
Igor Volshteyn
Spartacus Acquisition Shelf Corp.
August 19, 2021
Page 2
in the table for each year.  Also, considering your historical revenues to date, please
explain for the basis of the projections beyond year three and why you believe the growth
rates and projected financial information is reasonable.
Material U.S. Federal Income Tax Consequences, page 159
3.It appears from your revisions in response to prior comment 16 that counsel's opinion will
not cover the tax consequences mentioned in (i) of the first paragraph.  If so, please
explain why the opinion will not include the tax consequences related to the redemption of
shares.  Given the uncertain and complex tax consequences of the redemption that you
disclose, it appears the opinion should also cover those matters.
            You may contact Charles Eastman at (202) 551-3794 or Martin James at (202) 551-
3671 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin Purnell at (202) 551-3454 or Geoff Kruczek at (202) 551-3641 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David A. Bartz

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Spartacus Acquisition Shelf Corp.

6470 E Johns Crossing, Suite 490

Duluth, GA 30097

August 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Erin Purnell and Geoffrey Kruczek

    Re:
    Spartacus Acquisition Shelf Corp.

    Registration Statement on Form S-4

    Filed June 25, 2021

    File No. 333-257441

Dear Sir or Madam:

This letter sets forth responses of Spartacus Acquisition Shelf Corp.,
a Delaware corporation (the “Company”), to the comments set forth in the comment letter of the staff of the
Securities and Exchange Commission (the “Staff”), dated July 22, 2021 (the “Comment Letter”),
relating to the Registration Statement on Form S-4 (File No. 333-257441) (the “Registration Statement”). The
Company has also revised the Registration Statement in response to the Staff’s comments, and, concurrently with delivery of this
letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 1”).

To assist your review, set forth below in bold are the comments of
the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto or a
statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all
references to page numbers in our responses refer to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein
have the meanings ascribed to such terms in Amendment No. 1.

Registration Statement on Form S-4 filed on June 25, 2021

What is being voted on at the special meeting?, page 4

 1. Please expand your disclosure with respect to the PIPE Financing. Please highlight material differences
in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.
Please discuss the PIPE Financing on the cover page.

Response to Comment 1:

The Company acknowledges the Staff’s comment
and has revised the disclosure on the cover page letter to stockholders of the Company and pages 2, 12, 28, 30, 65, 107, 108, 126, 230,
and 237 of Amendment No. 1.

    Securities and Exchange Commission

August 12, 2021

Page 2

Q: What equity stake will current Spartacus stockholders
and Seller hold in Shelf after the closing?, page 6

 2. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.

Response to Comment 2:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 6, 7, 24, 63, 76, 127, and 232 of Amendment No. 1.

What interests do Spartacus’ current executive
officers and directors have in the Business Combination?, page 9

 3. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material.

Response to Comment 3:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 11, 28, 64, and 125 of Amendment No. 1.

 4. Please highlight the risk that the sponsor will benefit from the completion of a business combination
and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather
than liquidate.

Response to Comment 4:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 11, 29, 64, and 126 of Amendment No. 1.

 5. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response to Comment 5:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 11, 29, 65, and 126 of Amendment No. 1.

 6. Please expand your disclosure regarding the sponsor’s ownership interest in the target company
on page 10. Disclose the approximate dollar value of the interest based on the transaction value and recent trading prices as compared
to the price paid.

Response to Comment 6:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 11, 28, 29, 64, 65, 125, and 126 of Amendment No. 1.

    Securities and Exchange Commission

August 12, 2021

Page 3

Redemption Rights, page 19

 7. Revise your disclosure to show the potential impact of redemptions on the per share value of the
shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum and interim redemption levels.

Response to Comment 7:

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 13 of Amendment No. 1.

 8. Please revise to disclose all possible sources and extent of dilution that shareholders who elect
not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant
source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response to Comment 8:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 6, 7, and 8 of Amendment No. 1.

 9. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.

Response to Comment 9:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 6 and 7 of Amendment No. 1.

 10. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise
your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your
sensitivity analysis related to dilution.

Response to Comment 10:

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 128 of Amendment No. 1.

Risks Relating to Spartacus and Business Combination,
page 51

 11. Disclose the material risks to unaffiliated investors presented by taking the company public through
a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that
would be subject to liability for any material misstatements or omissions in a registration statement.

Response to Comment 11:

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 57 of Amendment No. 1.

    Securities and Exchange Commission

August 12, 2021

Page 4

Unaudited Pro Forma Condensed Combined Financial
Information, page 65

 12. We note from your disclosure on page 212 and other sections of the filing that in connection with
the Business Combination, AT&T has elected to exchange three AT&T Holdings Warrants for one warrant to purchase an aggregate of
4,147,828 shares of Shelf’s common stock at an exercise price of $0.01 per share. Please revise to clarify how you have reflected
this aspect of the transaction in your unaudited pro forma financial statements.

Response to Comment 12:

The Company acknowledges the Staff’s comment,
and has revised its disclosure by including footnote 2(f), 2(g) and 2(h), and adding additional clarifying wording to footnote 2(i) on
pages 83 and 84 to its Unaudited Pro Forma Condensed Combined Balance Sheet, and included footnote 3(b), 3(c) and 3(d), and added additional
clarifying wording to footnote 3(e) to its Unaudited Pro Forma Condensed Combined Statements of Operations on pages 84 and 85. The footnotes
provide clarifying disclosure regarding AT&T’s election to exchange three AT&T Holdings Warrants for one warrant in the
Shelf (the “AT&T Shelf Warrant”), and reflects the impact to its Unaudited Condensed Combined Pro Forma Balance Sheet
as of June 30, 2021, and its Unaudited Condensed Combined Pro Forma Statement of Operations for the year ended December 31, 2020, including
the potential impact to the Pro Forma Weighted Average Shares.

The Company also respectfully advises the Staff
that the aggregate shares of the AT&T Shelf Warrant has been updated in Amendment No. 1 to 4,351,662 as a result of finalizing the
AT&T Shelf Warrant agreement.

Certain Projected Financial Information, page
77

 13. We note that here and on page 114 you present financial projections through the year ended 2028.
Please expand your disclosures to further describe the key assumptions driving the significant growth in your revenues for the years ended
2022 through 2028 and to explain why you believe the assumptions are reasonable. Also, disclose any factors or contingencies that might
prevent such growth from ultimately materializing.

Response to Comment 13:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 86, 87, and 124 of Amendment No. 1.

Background of the Business Combination, page
99

 14. We note your disclosure on page 100 that Mr. Subin was involved in a predecessor company until 2011
and having received periodic updates on NextNav’s progress since that time. Please provide more information as to his involvement
and the reason and method for receipt of the periodic updates.

Response to Comment 14:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 109 and 110 of Amendment No. 1.

 15. Please revise your disclosure beginning on page 102 to discuss the specific terms that were included
in the negotiations.

Response to Comment 15:

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 112 of Amendment No. 1.

    Securities and Exchange Commission

August 12, 2021

Page 5

Material U.S. Federal Income Tax Consequences,
page 147

 16. We note that counsel will file a tax opinion as exhibit 8.1 to the proxy statement/prospectus. If
counsel intends to file a short-form opinion, please revise the disclosure in the proxy statement/prospectus to clearly state that the
disclosure in the tax consequences section of the prospectus is the opinion of counsel and name counsel. Please revise the disclosure
to clearly identify and articulate the opinion being rendered. For example, please revise the statement that the company intends that
the merger will be treated as a reorganization within the meaning of Section 368(a) (2)(E) and that the PIPE Financing will qualify as
a transaction described in Section 351(a) of the Code. Refer to Section III.C. of Staff Legal Bulletin No. 19. If counsel cannot provide
a "will" opinion, such as with respect to the tax consequences of redemptions, it should describe the degree of uncertainty
and the risks to investors. Add any appropriate risk factors.

Response to Comment 16:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 14, 106, and 159 through 165 of Amendment No. 1.

NextNav Holdings LLC

Notes to Consolidated Financial Statements Revenue,
page F-65

 17. We note your disclosure on page 37 that NextNav generally sells intermediate goods that must be licensed
and integrated into third-party platforms for sales to end users, "but NextNav is typically only paid when end users access NextNav’s
services." Please reconcile that statement with the revenue recognition policies you have disclosed in this note. Revise the filing
to clarify this confusing disclosure, or advise us.

Response to Comment 17:

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 43 of Amendment No. 1 to reconcile the disclosure on page 37 with the note on page F-65. As reflected
in the revised disclosure on page 43, revenue is variable based on usage and currently constrained until the technology is accessed by
the end user. NextNav recognizes revenue when end users access and use its customers applications.  To date, no revenue has been
recognized under these types of arrangements.

General

 18. We note that the board engaged Scura Partners to provide a fairness opinion. We note also your disclosure
on page 42 of the IPO prospectus that unless you complete your initial business combination with an affiliated entity or your board cannot
independently determine the fair market value of the target business or businesses, you are not required to obtain an opinion from an
independent investment banking firm. Noting further your disclosure that the controlling shareholder of the managing members of the sponsor
holds shares in Holdings, please explain why the board obtained a fairness opinion.

Response to Comment 18:

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 23 of Amendment No. 1.

    Securities and Exchange Commission

August 12, 2021

Page 6

 19. If Exhibit 4.3 will continue to cover the warrants issued in the transaction, please expand to discuss
Section 9.3 of that document, including any risks to investors and any uncertainty regarding enforceability.

Response to Comment 19:

The Company acknowledges the Staff’s comment
and has revised the disclosure on pages 62, 63, 224, and 225 of Amendment No. 1.

We hope that the foregoing has been responsive to the Staff’s
comments. If you have any questions related to this letter, please contact Robert S. Matlin at (212) 536-4066 and David A. Bartz at (615)
780-6743 of K&L Gates LLP.

    Sincerely

    By:

    /s/ Igor Volshteyn

    Name: Igor Volshteyn

    Title:   President

Via E-mail:

    cc:
    Robert S. Matlin

    David A. Bartz

    K&L Gates LLP

    Randy S. Segal

    John P. Duke

    Jessica A. Bisignano

    Hogan Lovells US LLP

United States securities and exchange commission logo
July 22, 2021
Igor Volshteyn
President
Spartacus Acquisition Shelf Corp.
6470 E Johns Crossing, Suite 490
Duluth, GA 30097
Re:Spartacus Acquisition Shelf Corp.
Registration Statement on Form S-4
Filed June 25, 2021
File No. 333-257441
Dear Mr. Volshteyn:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed June 25, 2021
What is being voted on at the special meeting?, page 4
1.Please expand your disclosure with respect to the PIPE Financing. Please highlight
material differences in the terms and price of securities issued at the time of the IPO as
compared to private placements contemplated at the time of the business combination.
Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the
private placement. Please discuss the PIPE Financing on the cover page.
Q: What equity stake will current Spartacus stockholders and Seller hold in Shelf after the
closing?, page 6
2.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.

 FirstName LastNameIgor Volshteyn
 Comapany NameSpartacus Acquisition Shelf Corp.
 July 22, 2021 Page 2
 FirstName LastName
Igor Volshteyn
Spartacus Acquisition Shelf Corp.
July 22, 2021
Page 2
Q: What interests do Spartacus' current executive officers and directors have in the Business
Combination?, page 9
3.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
4.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
5.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
6.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company on page 10. Disclose the approximate dollar value of the interest based on the
transaction value and recent trading prices as compared to the price paid.
Redemption Rights, page 19
7.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
8.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
9.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
10.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.

 FirstName LastNameIgor Volshteyn
 Comapany NameSpartacus Acquisition Shelf Corp.
 July 22, 2021 Page 3
 FirstName LastName
Igor Volshteyn
Spartacus Acquisition Shelf Corp.
July 22, 2021
Page 3
Risks Relating to Spartacus and Business Combination, page 51
11.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 65
12.We note from your disclosure on page 212 and other sections of the filing that in
connection with the Business Combination, AT&T has elected to exchange three AT&T
Holdings Warrants for one warrant to purchase an aggregate of 4,147,828 shares of
Shelf’s common stock at an exercise price of $0.01 per share.  Please revise to clarify how
you have reflected this aspect of the transaction in your unaudited pro forma financial
statements.
Certain Projected Financial Information, page 77
13.We note that here and on page 114 you present financial projections through the year
ended 2028.  Please expand your disclosures to further describe the key assumptions
driving the significant growth in your revenues for the years ended 2022 through 2028 and
to explain why you believe the assumptions are reasonable. Also, disclose any factors or
contingencies that might prevent such growth from ultimately materializing.
Background of the Business Combination, page 99
14.We note your disclosure on page 100 that Mr. Subin was involved in a predecessor
company until 2011 and having received periodic updates on NextNav’s progress since
that time. Please provide more information as to his involvement and the reason and
method for receipt of the periodic updates.
15.Please revise your disclosure beginning on page 102 to discuss the specific terms that
were included in the negotiations.
Material U.S. Federal Income Tax Consequences, page 147
16.We note that counsel will file a tax opinion as exhibit 8.1 to the proxy
statement/prospectus. If counsel intends to file a short-form opinion, please revise the
disclosure in the proxy statement/prospectus to clearly state that the disclosure in the tax
consequences section of the prospectus is the opinion of counsel and name counsel.
Please revise the disclosure to clearly identify and articulate the opinion being rendered.
For example, please revise the statement that the company intends that the merger will be
treated as a reorganization within the meaning of Section 368(a) (2)(E) and that the PIPE
Financing will qualify as a transaction described in Section 351(a) of the Code. Refer to
Section III.C. of Staff Legal Bulletin No. 19.  If counsel cannot provide a "will" opinion,
such as with respect to the tax consequences of redemptions, it should describe the degree

 FirstName LastNameIgor Volshteyn
 Comapany NameSpartacus Acquisition Shelf Corp.
 July 22, 2021 Page 4
 FirstName LastName
Igor Volshteyn
Spartacus Acquisition Shelf Corp.
July 22, 2021
Page 4
of uncertainty and the risks to investors.  Add any appropriate risk factors.
NextNav Holdings LLC
Notes to Consolidated Financial Statements
Revenue, page F-65
17.We note your disclosure on page 37 that NextNav generally sells intermediate goods that
must be licensed and integrated into third-party platforms for sales to end users, "but
NextNav is typically only paid when end users access NextNav’s services." Please
reconcile that statement with the revenue recognition policies you have disclosed in this
note.  Revise the filing to clarify this confusing disclosure, or advise us.
General
18.We note that the board engaged Scura Partners to provide a fairness opinion. We note also
your disclosure on page 42 of the IPO prospectus that unless you complete your initial
business combination with an affiliated entity or your board cannot independently
determine the fair market value of the target business or businesses, you are not required
to obtain an opinion from an independent investment banking firm. Noting further your
disclosure that the controlling shareholder of the managing members of the sponsor holds
shares in Holdings, please explain why the board obtained a fairness opinion.
19.If Exhibit 4.3 will continue to cover the warrants issued in the transaction, please expand
to discuss Section 9.3 of that document, including any risks to investors and any
uncertainty regarding enforceability.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing