8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2020

NAVSIGHT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39493	85-1276957
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12020 Sunrise Valley Drive

Suite 100

Reston, Virginia 20191

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (571) 500-2236

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	NSH.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	NSH	The New York Stock Exchange
Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	NSH WS	The New York Stock Exchange

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. ☐

Item 8.01. Other Events.

On October 29, 2020, NavSight Holdings, Inc. (the “Company”) issued a press release, a  copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that holders of the Company’s public units (the “Units”) sold in the Company’s initial public offering of 23,000,000 Units completed on September 14, 2020 may elect to separately trade the shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”) and warrants (the “Warrants”) included in the Units commencing on November 2, 2020.  Each Unit consists of one share of Class A Common Stock and one-half of one redeemable Warrant.  Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “NSH.U”. The Class A Common Stock and the Warrants will trade on the New York Stock Exchange under the symbols “NSH” and “NSH WS”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.  Holders of the Units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 29, 2020.

SIGNATURE

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.

	NAVSIGHT HOLDINGS, INC.
	By:	/s/ Jack Pearlsetin
		Name:	Jack Pearlstein
		Title:	Chief Financial Officer
Dated: October 29, 2020

EX-99.1

Exhibit 99.1

Navsight Holdings, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing November 2, 2020

Reston, VA, October 29, 2020 (PRNewswire) -- Navsight Holdings, Inc. (NYSE: NSH.U) (the “Company”) today announced that holders of the Company’s public units sold in the Company’s initial public offering of 23,000,000 public units completed on September 14, 2020 may elect to separately trade the shares of Class A common stock and warrants included in the public units commencing on November 2, 2020. Each unit consists of one share of common stock and one-half (1/2) of one redeemable warrant of the Company. Each whole warrant entitles the holder to purchase one share of Class A common stock of the Company at a price of $11.50 per share. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time. Accordingly, unless a holder of public units owns and separates in increments of two public units, such holder will receive and be able to trade only whole warrants (to the extent that the holder owns and separates in increments of more than one public unit), and will forfeit any fractional warrants upon separation of the public units.

Those public units not separated will continue to trade on the New York Stock Exchange under the symbol “NSH.U”. The Class A common stock and warrants will trade on the New York Stock Exchange under the symbols “NSH” and “NSH WS”, respectively. Holders of the public units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the public units into shares of Class A common stock and warrants.

The public units were initially offered by the Company in an underwritten offering. Credit Suisse Securities (USA) LLC acted as the sole book-running manager for the offering. A registration statement relating to the public units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 9, 2020.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities

of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained for free from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, Telephone: 1-800-221-1037, Email: usa.prospectus@credit-suisse.com.

ABOUT NAVSIGHT HOLDINGS, INC.

NavSight Holdings, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue a business combination target in any business or industry, it intends to focus its search on identifying a prospective target business that provides expertise and technology to U.S. government customers in support of their national security, intelligence and defense missions.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given as to the

consummation of any business combination or the terms thereof. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Source: Navsight Holdings, Inc.

Contact

Jack Pearlstein

jack@navsight.com