As filed with the Securities and Exchange Commission on May 2, 2007

                                                     Registration No. 333-139169
                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                         POST-EFFECTIVE AMENDMENT NO. 2
                       TO FORM S-8 REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                             NEXTWAVE WIRELESS INC.
             (Exact Name of Registrant as Specified in its Charter)


            DELAWARE                                      20-5361360
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             12670 HIGH BLUFF DRIVE
                               SAN DIEGO, CA 92130

                    (Address of Principal Executive Offices)

                NEXTWAVE WIRELESS INC. 2005 STOCK INCENTIVE PLAN
               CYGNUS COMMUNICATIONS, INC. 2004 STOCK OPTION PLAN
               PACKETVIDEO CORPORATION 2005 EQUITY INCENTIVE PLAN
          NEXTWAVE WIRELESS INC. 2007 NEW EMPLOYEE STOCK INCENTIVE PLAN
                   GO NETWORKS, INC. EMPLOYEE STOCK BONUS PLAN

                              (Full Title of Plan)

                                 FRANK A. CASSOU
    EXECUTIVE VICE PRESIDENT - CORPORATE DEVELOPMENT AND CHIEF LEGAL COUNSEL
                             12670 HIGH BLUFF DRIVE
                               SAN DIEGO, CA 92130
                                 (858) 480-3100

                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)
           ----------------------------------------------------------
                                   Copies to:
                             MARITA A. MAKINEN, ESQ.
                            WEIL GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                 (212) 310-8000

<PAGE>
<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                Proposed           Proposed
                                Amount to be     Maximum            Maximum          Amount of
   Title of Each Class of        Registered   Offering Price   Aggregate Offering   Registration
Securities to be Registered        (1)(2)      Per Share(3)         Price(3)           Fee(4)
----------------------------------------------------------------------------------------------------
<S>           <C>                <C>              <C>             <C>                  <C>
Common stock, $0.001 par value   32,568,516       $10.04          $171,656,125.65      $5,269.84
====================================================================================================

(1)  The number of shares being registered under this registration statement
     represents 18,026,316 additional shares of common stock of NextWave
     Wireless Inc. (the "Company") to be issued under each of the following
     plans: (i) 15,000,000 shares issuable, subject to stockholder approval,
     under the NextWave Wireless Inc. 2005 Stock Incentive Plan, as amended (the
     "2005 Stock Incentive Plan"), (ii) 2,500,000 shares issuable under the
     NextWave Wireless Inc. 2007 New Employee Stock Incentive Plan (the "2007
     Stock Incentive Plan") and (iii) 526,316 shares issuable under the GO
     Networks Inc. Employee Stock Bonus Plan (the "GO Plan" and together with
     the 2007 Stock Plan and the amendment to the 2005 stock Incentive Plan, the
     "New Plans"). Pursuant to Rule 429(b) under the Securities Act of 1933, as
     amended (the "Securities Act"), the 32,568,516 shares of common stock of
     the Company being registered hereunder also includes: (i) 12,708,867 shares
     of common stock issued or to be issued pursuant to the 2005 Stock Incentive
     Plan and the CYGNUS Communications, Inc. 2004 Stock Option Plan (the
     "Cygnus Plan") that were previously registered on Form S-8 filed by the
     Company with the Securities and Exchange Commission (the "SEC") on December
     7, 2006 (registration statement No. 333-139169) and (ii) 1,833,333 shares
     of common stock issued or to be issued pursuant to the PacketVideo
     Corporation 2005 Equity Incentive Plan (the "PacketVideo Plan" and together
     with the New Plans and the Cygnus Plan and the 2005 Stock Incentive Plan,
     the "Plans") that were previously registered on the Post-Effective
     Amendment No. 1 to the Form S-8 filed by the Company with the SEC on
     January 18, 2007.

(2)  Pursuant to Rule 416(a) under the Securities Act, this registration
     statement covers such additional securities as may be offered or issued to
     prevent dilution resulting from stock splits, stock dividends or similar
     transactions in accordance with the terms of the Plans.

(3)  In accordance with Rule 457(h) of the Securities Act, the registration fee
     is based on the weighted average exercise price for outstanding options
     ($10.59). The registration fee for remaining shares issuable under the New
     Plans has been computed pursuant to Rules 457(h) and 457(c) based on the
     average of the high and low prices reported in the consolidated reporting
     system of the NASDAQ Global Market as of April 30, 2007 ($9.48).

(4)  In connection with the previously registered shares for issuance under the
     2005 Stock Incentive Plan, the CYGNUS Plan and the PacketVideo Plan, the
     registrant paid an aggregate fee of $10,747.45, a portion of which is being
     attributable to the shares being carried forward in a combined reoffer
     prospectus being filed herewith (to the extent that there are or may be
     control securities) pursuant to Rule 429(b) under the Securities Act. In
     connection with this registration statement, the registrant is paying a fee
     solely on the 18,026,316 additional shares of the registrant's common stock
     being registered.

As permitted by Rule 429 under the Securities Act, the prospectus filed together
with this registration statement on Form S-8 is a combined resale prospectus
which shall be deemed post-effective amendment No. 2 to the registrant's
registration statement on Form S-8 numbered 333-139169, as amended.

====================================================================================================
</TABLE>

<PAGE>
                                EXPLANATORY NOTE

         This registration statement on Form S-8 of NextWave Wireless Inc. (this
"Registration Statement") has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
to register up to 18,026,316 shares of our common stock, par value $0.001 per
share (the "Common Stock"), to be issued to participants in each of the
following plans: (i) 15,000,000 shares of Common Stock issuable, subject to
stockholder approval, under the NextWave Wireless Inc. 2005 Stock Incentive
Plan, as amended (the "2005 Stock Incentive Plan"), (ii) 2,5000,000 shares of
Common Stock issuable under the NextWave Wireless Inc. 2007 New Employee Stock
Incentive Plan (the "2007 Stock Incentive Plan"), and (iii) 526,316 shares of
Common Stock issuable under the GO Networks Inc. Employee Stock Bonus Plan (the
"GO Plan"). This Registration Statement also includes up to (i) 12,708,867
shares of Common Stock issued or issuable pursuant to the 2005 Stock Incentive
Plan and the CYGNUS Communications, Inc. 2004 Stock Option Plan (the "CYGNUS
Plan") that were previously registered on Form S-8 (registration statement No.
333-139169) filed with the Securities and Exchange Commission (the "SEC") on
December 7, 2006 and (ii) 1,833,333 shares of Common Stock issued or issuable
under the PacketVideo Corporation 2005 Equity Incentive Plan (the "PacketVideo
Plan") that were previously registered on the Post-Effective Amendment No.1 to
the Form S-8 (registration statement No. 333-139169) filed with the SEC on
January 18, 2007. The 2005 Stock Incentive Plan, the CYGNUS Plan, the
PacketVideo Plan, the 2007 Stock Incentive Plan and the GO Plan are collectively
referred to as the "Plans". Pursuant to Rule 429(b) under the Securities Act,
this Registration Statement, which is a new registration statement, also
constitutes Post-Effective Amendment No. 2 to registration statement on Form S-8
(registration statement No. 333-139169).

         This Registration Statement includes the registration for reoffer and
resale of up to 32,568,516 shares of our Common Stock that may be acquired in
the future under this Registration Statement by participants in the Plans who
are our "affiliates" as such term is defined in Rule 405 under the Securities
Act of 1933, which shares constitute "control securities" as such term is
defined in General Instruction C to Form S-8.

         The materials that follow Part I and precede Part II of this
Registration Statement constitute a reoffer prospectus. The reoffer prospectus
filed as part of this Registration Statement on Form S-8, has been prepared in
accordance with the requirements of Part I of Form S-3, in accordance with
General Instruction C of Form S-8 and pursuant to Rule 429(a) and is a combined
prospectus which also relates to the 14,542,200 shares of Common Stock
registered on the registration statement No. 333-139169. As specified in General
Instruction C of Form S-8, until we meet the registrant requirements for the use
of Form S-3, the amount of securities to be reoffered or resold under the
reoffer prospectus by each selling stockholder and any other person with whom he
or she is acting in concert for the purpose of selling our securities, may not
exceed, during any three-month period, the amount specified in Rule 144(e).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of this Registration Statement (the "Part I
Information") in respect of the Plans will be sent or given to participants in
such plans as specified by Rule 428(b)(i) under the Securities Act. The
documents made available to the Plans participants are not required to be, and
are not being, filed by NextWave Wireless Inc. with the Securities and Exchange
Commission (the "SEC"), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. Such documents, together with the documents incorporated by reference
herein pursuant to Item 3 of Part II of this Registration Statement, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Throughout this Registration Statement, the words "NextWave Wireless," "we,"
"us," the "Company," and "our" refer to NextWave Wireless Inc. and its
consolidated subsidiaries.

                                       1
<PAGE>
REOFFER PROSPECTUS

                                32,568,516 Shares

                             NEXTWAVE WIRELESS INC.

                                  Common Stock

                          ----------------------------

         This reoffer prospectus covers the reoffer and resale of up to
32,568,516 shares of our common stock, par value $0.001 per share (the "Common
Stock"), issued or to be issued to participants in each of the following plans:
(i) the NextWave Wireless Inc. 2005 Stock Incentive Plan, as amended (the "2005
Stock Incentive Plan"); (ii) the CYGNUS Communications, Inc. 2004 Stock Option
Plan (the "CYGNUS Plan"); (iii) the PacketVideo Corporation 2005 Equity
Incentive Plan (the "PacketVideo Plan"); (iv) the NextWave Wireless Inc. 2007
New Employee Stock Incentive Plan (the "2007 Stock Incentive Plan") and (v) the
GO Networks Inc. Employee Stock Bonus Plan (the "GO Plan") (collectively, the
"Plans"). We originally registered 12, 708,867 shares of Common Stock for
issuance or delivery under the 2005 Stock Incentive Plan and the CYGNUS Plan
under the Company's Form S-8 registration statement (registration statement No.
333-139169), filed with the SEC on December 7, 2006 and an additional 1,833,333
shares of Common Stock for issuance and delivery under the PacketVideo Plan
under the Company's Post-Effective Amendment No. 1 to our registration statement
on Form S-8 (registration statement No. 333-139169), filed with the SEC on
January 18, 2007. On March 21, 2007, a wholly owned subsidiary of ours merged
with and into GO Networks, Inc. (the "Merger"), and, as a result of the Merger,
GO Networks, Inc. ("GO") became our wholly owned subsidiary. In connection with
the Merger, we agreed to establish the GO Plan, which is an employee retention
stock pool having an aggregate value of $5 million. In addition, on March 26,
2007, our Board of Directors adopted, approved and authorized the New Employee
Incentive Plan, which provides compensatory equity grants to our new hires,
including employees who join in connection with acquisitions, for the purpose of
inducing such persons to enter into an employment relationship with us. Finally,
on April 11, 2007, our board of directors amended our 2005 Stock Incentive Plan
to increase by 15,000,000 the number of shares of Common Stock with respect to
which awards may be granted under the plan, subject to our stockholder approval.

         INVESTING IN OUR COMMON STOCK INVOLVES RISKS.  SEE "RISK FACTORS" ON
PAGE 8.

         Our Common Stock is traded on the NASDAQ Global Market under the ticker
symbol "WAVE". On April 27, 2007, the last reported sale price of our Common
Stock was $9.45 per share.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is May 2, 2007.



                                       2
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                              --------------------

                                TABLE OF CONTENTS

                                                                       PAGE

WHERE YOU CAN FIND MORE INFORMATION.................................    4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................    4
PROSPECTUS SUMMARY..................................................    5
RISK FACTORS........................................................    8
FORWARD-LOOKING STATEMENTS..........................................   24
USE OF PROCEEDS.....................................................   25
SELLING STOCKHOLDERS................................................   26
PLAN OF DISTRIBUTION................................................   28
LEGAL MATTERS.......................................................   30
EXPERTS.............................................................   30

                              --------------------

         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS
DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE
INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.

         The NextWave logo is our trademark. Other service marks, trademarks and
trade names referred to in this prospectus are the property of their respective
owners. As indicated in this prospectus, we have included market data and
industry forecasts that were obtained from industry publications.















                                       3
<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, under those
requirements, we file reports and other information with the Securities and
Exchange Commission (the "SEC"). The SEC maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants, including our company, that file electronically with the
SEC. The SEC's website address is www.sec.gov. In addition, our filings with the
SEC may be inspected and copied at the public reference facilities of the SEC
located at 100 F. Street NE, Room 1580, Washington, DC 20549; and at the SEC's
regional offices at 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036,
and at 3 World Financial Center, Room 4300, New York, NY 10281. Copies of our
filings may also be obtained upon request and payment of the appropriate fee
from the Public Reference Room of the SEC located at 100 F. Street NE, Mail Stop
5100, Washington, DC 20549. The public may obtain information on the operation
of the SEC's public reference facilities by calling the SEC at (202) 551-8300.

         You may also obtain a copy of any of our filings from us, at no cost,
by writing or telephoning us at:

                             NextWave Wireless Inc.
                             12670 High Bluff Drive
                               San Diego, CA 92130
                                 (858) 480-3100


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We hereby incorporate by reference into this reoffer prospectus the
following documents filed with the SEC:

     o    Our Annual Report on Form 10-K for the year ended December 30, 2006,
          filed with the SEC on March 30, 2007;

     o    Our Current Reports on Form 8-K, filed with the SEC on January 3,
          2007, March 26, 2007 and April 12, 2007; and

     o    The description of our Common Stock contained in the post-effective
          amendment No. 1 to the registration statement on Form S-1, filed with
          the SEC on April 23, 2007.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
the registration statement including this reoffer prospectus which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall also be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents.



                                       4
<PAGE>
                               PROSPECTUS SUMMARY

         This summary highlights key information contained elsewhere in, or
incorporated by reference into, this prospectus. It may not contain all of the
information that is important to you. You should read the entire prospectus,
including "Risk Factors," our consolidated financial statements and the related
notes thereto incorporated by reference into this prospectus and the other
documents incorporated by reference into this prospectus or to which this
prospectus refers, before making an investment decision. In this prospectus, the
terms "NextWave," "we," "our" and "us" refer to NextWave Wireless Inc. and its
subsidiaries.

                                   OUR COMPANY

         We are an early-stage wireless technology company that develops
next-generation mobile broadband and wireless multimedia products and
technologies. Our products and technologies are designed to make wireless
broadband faster, more reliable and more affordable. At present, our customers
include many of the largest mobile handset and wireless service providers in the
world.

         We believe that wireless broadband represents the next logical step in
the evolution of the Internet and that consumer demand for fully-mobile,
wireless broadband service will transform the global wireless communications
industry from one driven primarily by circuit-switched voice to one driven by
IP-based broadband connectivity. Our business activities are focused on
developing products, technologies and network solutions that provide consumers
and businesses with affordable, high-speed, mobile access to the information and
multimedia content they want.


                                  OUR BUSINESS

         Our wireless broadband products and technologies are developed and
marketed through our operating subsidiaries, each of which is focused on
specific and critical links in the global mobile broadband ecosystem:

         NextWave Broadband Inc. - A family of mobile broadband semiconductor
         products and network components based on WiMAX and Wi-Fi technologies,
         terminal device reference designs and network implementation services;

         PacketVideo Corporation - Multimedia software applications for wireless
         handsets and other converged mobile devices; and

         GO Networks, Inc. - Carrier-class, wide-area, mobile Wi-Fi systems.

         NEXTWAVE BROADBAND INC . Our Advanced Technology Group, a division of
NextWave Broadband Inc., is developing a family of mobile broadband
semiconductor products based on WiMAX and Wi-Fi technologies, including
multi-band RF chips and high-performance, digital baseband WiMAX chips. In
addition, our Advanced Technology Group is developing wireless network
components and a family of handset and media player reference designs to
highlight the features of the Company's subscriber station semiconductor
products. The primary design objectives of the Advanced Technology Group's
products and technologies, which are intended to be sold or licensed to network
infrastructure vendors, device manufacturers and service providers worldwide,
are:

     o    Improve the performance and economics of WiMAX and Wi-Fi networks and
          enhance their ability to cost-effectively handle the large volume of
          network traffic associated with bandwidth-intensive multimedia
          applications such as mobile television, video-on-demand, streaming
          hi-fidelity audio, two-way video telephony and real-time gaming;

     o    Improve the performance, power consumption and cost characteristics of
          mobile broadband enabled subscriber terminals;

     o    Improve the degree of interoperability and integration between Wi-Fi
          and WiMAX systems for both Local Area Networks (LANs) and Wide Area
          Networks (WANs);

                                       5
<PAGE>
     o    Improve the efficiency, cost and performance of video and audio
          broadcast applications over WiMAX networks; and

     o    Improve service provider economics and roaming capabilities by
          enabling WiMAX networks and WiMAX enabled devices to seamlessly
          operate across multiple frequency bands including the use of certain
          unlicensed bands.

         Through our Network Solutions Group, also a division of NextWave
Broadband, we intend to offer service provider customers a full array of network
services, including RF and core network design services, network implementation
and management services and back-office service solutions. To demonstrate the
capabilities of our network service capabilities and our wireless broadband
products, the Network Solutions Group is implementing a mobile WiMAX/Wi-Fi test
site in Henderson, Nevada. We intend to utilize this test site to demonstrate
our technical and product capabilities to wireless service providers, cable
operators, Internet service providers and media/content companies, who are
interested in deploying mobile WiMAX networks that operate on spectrum owned or
leased by the Company in the U.S. and internationally while utilizing network
and device equipment that incorporate our products and technologies. Our
spectrum footprint in the U.S. covers a population of over 248 million people,
or POPs, and includes many of the largest metropolitan areas in the country. In
addition, NextWave Wireless has acquired nationwide spectrum in Germany through
its majority-owned company, Inquam Broadband.

         PACKETVIDEO CORPORATION . Through our PacketVideo subsidiary, we supply
device-embedded multimedia software to many of the largest wireless handset
manufacturers and wireless carriers in the world, who use it to transform a
mobile phone into a feature-rich multimedia device that provides people the
ability to stream, download and play video and music, receive live TV
broadcasts, and engage in two-way video telephony. PacketVideo's software is
compatible with virtually all network technologies, including CDMA and GSM. To
date, more than 110 million PacketVideo powered phones have been shipped
worldwide by companies such as Motorola, Samsung, LGE, Sony Ericsson, and Nokia.
PacketVideo has been contracted by some of the largest carriers in the world,
such as Verizon Wireless, Vodafone, NTT DoCoMo, Orange and T-Mobile to design
and implement the embedded multimedia software capabilities contained in their
handsets.

         PacketVideo has made investments in developing and acquiring a wide
range of capabilities to provide its customers with solutions to support and
accelerate digital media convergence within the home and office via mobile
devices and consumer electronics that utilize PacketVideo's device-embedded
software and the communications protocols standardized by the Digital Living
Network AllianceTM (DLNATM). An example is PacketVideo's network-based
PacketVideo ExperienceTM platform that provides for content search, discovery,
organization and content delivery/sharing between devices connected to a private
IP-based network on a one-on-one or one-to-many basis, PacketVideo's patented
Digital Rights Management (DRM) capability, already serving many carriers
globally, further provides for a flexible solution that protects the multimedia
content used or shared by PacketVideo-enabled devices. We expect that the
continued growth in global shipments of high-end handsets with multimedia
capabilities, increasing demand for home/office digital media convergence, and
the acceleration of global deployments of mobile broadband enabled networks will
substantially expand the opportunity for PacketVideo to license its suite of
multimedia software solutions to handset and consumer electronic device
manufacturers, and service providers. In addition, we intend to leverage
PacketVideo's established market presence and unique software expertise to be a
leading global provider of the next generation of device-embedded software
modules needed for the efficient capture, transmission and manipulation of
multimedia content by fourth generation (4G) wireless broadband mobile devices.

         GO NETWORKS, INC . Through our GO Networks subsidiary, which we
acquired in February 2007, we offer carrier-class mobile Wi-Fi network systems
to commercial and municipal service providers worldwide. By utilizing advanced
xRF(TM) adaptive beamforming smart antenna technology and a cellular-mesh Wi-Fi
architecture, the GO Networks system is designed to deliver superior Wi-Fi
coverage, performance, and economics and provide service providers with a
cost-effective solution to support bandwidth-intensive mobile broadband services
such as video streaming, real-time gaming, web browsing, and other types of
multimedia applications on a wide-area basis.


                                       6
<PAGE>
         We believe the breadth of products, technologies, spectrum assets and
services offered by our various subsidiaries represents a unique platform to
provide advanced wireless broadband solutions to the market. While our
subsidiaries are intended to be operated as stand-alone businesses, we also
expect them to provide synergistic value to each other and collectively drive
accelerated market penetration and share of the wireless broadband market for
the Company.


                              OUR EXECUTIVE OFFICES

         We are a Delaware corporation. Our principal executive officers are
located at 12670 High Bluff Drive, San Diego, CA 92130, and our telephone number
is (858) 480-3100. We also have a website located at www.nextwave.com. The
information that appears on our website is not a part of, and is not
incorporated into, this prospectus.




















                                       7
<PAGE>
                                  RISK FACTORS

         Our business involves a high degree of risk. You should carefully
consider the following risks together with all of the other information
contained in this registration statement before making a future investment
decision with respect to our securities. If any of the following risks actually
occurs, our business, financial condition and results of operations could be
materially adversely affected, and the value of our securities could decline.

                         RISKS RELATING TO OUR BUSINESS

WE ARE AN EARLY-STAGE COMPANY AND HAVE LIMITED RELEVANT OPERATING HISTORY AND A
HISTORY OF LOSSES.

         We emerged from our reorganization in April 2005 with a new business
plan and have made several recent acquisitions and investments. As a result, we
are at an early stage of our development and have had a limited relevant
operating history and, consequently, limited historical financial information.
Other than through our PacketVideo business, which we acquired in July 2005, we
have never generated any material revenues and have limited commercial
operations. We are currently unable to project when our wireless broadband
products and technologies will be commercially deployed and generate revenue. In
addition, we, along with the companies we have acquired, have a history of
losses. Other than our PacketVideo business, we will not have the benefit of any
meaningful operations, and we will incur significant expenses in advance of
generating significant revenues, particularly from our WiMAX/Wi-Fi semiconductor
and network component products, and are expected to realize significant
operating losses for the next few years. We are therefore subject to all risks
typically associated with a start-up entity.

         We are in the early stages of the implementation of our business plan.
If we are not able to successfully implement all key aspects of our business
plan, including selling and/or licensing high volumes of our WiMAX/Wi-Fi
semiconductor and network component products to network operators and to device
and network equipment manufacturers, we may not be able to develop a customer
base sufficient to generate adequate revenues. If we are unable to successfully
implement our business plan and grow our business, either as a result of the
risks identified in this section or for any other reason, we may never achieve
profitability, in which event our business would fail.

WE HAVE IDENTIFIED A MATERIAL WEAKNESS IN OUR INTERNAL CONTROL OVER FINANCIAL
REPORTING, AND THE IDENTIFICATION OF ANY SIGNIFICANT DEFICIENCIES OR MATERIAL
WEAKNESSES IN THE FUTURE COULD AFFECT OUR ABILITY TO ENSURE TIMELY AND RELIABLE
FINANCIAL REPORTS.

         In connection with our close process and the audit of the consolidated
financial statements for the year ended December 30, 2006, our management
concluded that a material weakness existed relating to revenue recognition
pursuant to software contracts of PacketVideo. The Company's failure to
correctly apply software revenue recognition principles resulted from a lack of
a sufficient number of employees with appropriate levels of knowledge, expertise
and training in the application of generally accepted accounting principles
relevant to software revenue recognition. As a public company, our systems of
internal controls over financial reporting are required to comply with the
standards adopted by the SEC and the Public Company Accounting Oversight Board
(the "PCAOB"). Both regulators currently define a material weakness as a single
deficiency, or combination of deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. We believe we have taken measures
to remedy the material weakness, some of which are still in progress. For a
discussion of our internal control over financial reporting and a description of
the identified material weakness and the related remedial measures, see Item 9A
in our Annual Report on Form 10-K, filed with the SEC on March 30, 2007.

         We will be required to make our first annual certification on our
internal controls over financial reporting in our Annual Report for the fiscal
year ended December 29, 2007. In preparing for such certification, we are
presently evaluating our internal controls for compliance with applicable SEC
and PCAOB requirements. We have identified that a material weakness exists
related to revenue recognition in our PacketVideo subsidiary. We also may
identify additional areas requiring improvement and may be required to design
enhanced processes and controls to address issues identified through this
review. This could result in significant delays and cost to us and require us to
divert substantial resources, including management time, from other activities.
We have commenced a review of our existing internal control structure and plan
to hire additional personnel. Although our review is not complete, we have taken


                                       8
<PAGE>
steps to improve our internal control structure by hiring dedicated, internal
compliance personnel to analyze and improve our internal controls, to be
supplemented periodically with outside consultants as needed. However, if we
fail to achieve and maintain the adequacy of our internal controls, we may not
be able to conclude that we have effective internal controls over financial
reporting as of the end of our fiscal year 2007. Moreover, although our
management will continue to review and evaluate the effectiveness of our
internal controls, we can give you no assurance that there will be no material
weaknesses in our internal control over financial reporting. We may in the
future have material weaknesses or other control deficiencies in our internal
control over financial reporting as a result of our controls becoming inadequate
due to changes in conditions, the degree of compliance with our internal control
policies and procedures deteriorating, or for other reasons. If we have
significant deficiencies or material weaknesses or other control deficiencies in
our internal control over financial reporting, our ability to record, process,
summarize and report financial information within the time periods specified in
the rules and forms of the SEC will be adversely affected. This failure could
materially and adversely impact our business, our financial condition and the
market value of our securities.

IF WE FAIL TO EFFECTIVELY MANAGE GROWTH IN OUR BUSINESS, OUR ABILITY TO DEVELOP
AND COMMERCIALIZE OUR PRODUCTS WILL BE ADVERSELY AFFECTED.

         Our business and operations have expanded rapidly since the completion
of our reorganization in April 2005. For example, from April 13, 2005 through
March 28, 2007, the number of our employees has increased from 50 to 662 as a
result of organic growth and acquisitions. We acquired GO Networks in February
2007, CYGNUS Communications in February 2006 and PacketVideo in July 2005 and we
are still in the process of integrating these businesses. In addition, we have
recently announced the signing of an agreement to acquire all of the outstanding
capital stock of IPWireless. To support our expanded research and development
activities for our mobile broadband business and the growth in our PacketVideo
business, we must continue to successfully hire, train, motivate and retain our
employees. We expect that significant further expansion of our operations and
employee base will be necessary. In addition, in order to manage our expanded
operations, we will need to continue to expand our management, operational and
financial controls and our reporting systems and procedures. We will also need
to retain management, key employees and business partners of PacketVideo, GO and
CYGNUS. All of these measures will require significant expenditures and will
demand the attention of management. Failure to fulfill any of the foregoing
requirements could result in our failure to successfully manage our intended
growth and development, and successfully integrate PacketVideo, GO and CYGNUS,
which would adversely affect our ability to develop and commercialize our
products and achieve profitability.

WE OPERATE IN AN EXTREMELY COMPETITIVE ENVIRONMENT WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR ABILITY TO WIN MARKET ACCEPTANCE OF OUR PRODUCTS AND
ACHIEVE PROFITABILITY.

         We operate in an extremely competitive market and we expect such
competition to increase in the future. Set forth below is a brief description of
the competitive environment for NextWave Broadband, PacketVideo and GO Networks:

         NextWave Broadband - As providers of mobile broadband products and
technologies based on WiMAX and Wi-Fi standards, we will be competing with well
established, international companies that are engaged in the development,
manufacture and sale of products and technologies that support alternative
wireless standards such as GSM, CDMA2000 and UMTS. Companies that support these
alternative wireless technologies include well established industry leaders such
as Alcatel, Ericsson, Huawei, LGE, Lucent, Motorola, Nokia, Nortel, QUALCOMM,
Samsung and Siemens.

         In addition, we will be competing with numerous companies that are
currently developing or marketing WiMAX products and technologies including
Beceem, Fujitsu, Intel, Motorola, Nortel, RunCom, Samsung, Sequans and WaveSat.
Some of these companies have significantly greater financial, technical
development, and marketing resources than we do, are already marketing
commercial WiMAX semiconductor products, and have established a significant time
to market advantage. These companies are also our potential customers and
partners and may not be available to us if they develop competing products. In
addition, we expect additional competition to emerge in the WiMAX semiconductor
and components market including well-established companies such as Samsung and
Broadcom.

                                       9
<PAGE>
         PacketVideo - At present, the primary competitors for PacketVideo's
multimedia software products are the internal multimedia design teams at the OEM
handset manufacturers to whom PacketVideo markets its products and services.
Importantly, these OEMs represent some of PacketVideo's largest customers. In
addition several companies, including Flextronics/Emuzed, Hantro, Nextreaming,
Philips Software, Sasken and Thin Multimedia also currently provide software
products and services that directly or indirectly compete with PacketVideo. As
the market for embedded multimedia software evolves, we anticipate that
additional competitors may emerge including Apple Computer, Real Networks and
OpenWave.

         GO Networks - GO Networks competition ranges from small and medium size
companies such as Tropos Networks, Strix Systems, and Belair Networks to
large-scale systems suppliers such as Cisco, Motorola, and Nortel. Many of GO
Networks' competitors have an established time-to-market advantage and have
sales, marketing, manufacturing, and distribution capabilities that
significantly exceed those of GO Networks.

         Some of our competitors have significantly greater financial,
technological development, marketing and other resources than we do, are already
marketing commercial products and technologies and have established a
significant time to market advantage. Our ability to generate earnings will
depend, in part, upon our ability to effectively compete with these competitors.

WE INTEND TO EXPAND OUR BUSINESS THROUGH ADDITIONAL ACQUISITIONS THAT COULD
RESULT IN DIVERSION OF RESOURCES AND EXTRA EXPENSES, WHICH COULD DISRUPT OUR
BUSINESS AND INCREASE OUR EXPENSES.

         Part of our strategy is to pursue acquisitions of and investments in
businesses and technologies to expand our business and enhance our technology
development capabilities. In addition to our CYGNUS, GO Networks and PacketVideo
acquisitions and our recently announced agreement to acquire IPWireless, we have
made investments in a number of companies including Hughes Systique and Inquam
Broadband, and anticipate future investments in other companies. The negotiation
of potential acquisitions and investments, as well as the integration of
acquired businesses or technologies, could divert our management's time and
resources. Acquired businesses and technologies may not be successfully
integrated with our products and operations. In addition, our investments,
particularly minority investments, may not give us access to new technologies or
provide us with business relationships with the other company. We may not
realize the intended benefit of any acquisition or investment. Our acquisitions
could result in substantial cash expenditures, potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities, a decrease
in our profit margins and amortization of intangibles and potential impairment
of goodwill. In addition, our investments could result in substantial cash
expenditures, fluctuations in our results of operations resulting from changes
in the value of the investments and diversion of management's time and
attention. If acquisitions disrupt our operations or if our investments are not
successful, our business, financial condition and results of operations may
suffer.

IF WIMAX TECHNOLOGY FAILS TO GAIN ACCEPTANCE, WE WILL NOT BE SUCCESSFUL IN
SELLING WIMAX PRODUCTS AND TECHNOLOGIES.

         Our business plan is reliant on the deployment and market acceptance of
mobile WiMAX networks and WiMAX enabled handsets and devices. WiMAX and the
market for WiMAX networks and services have only recently begun to develop and
are continuing to evolve. We plan to generate most of our revenue from the sale
of WiMAX products and the licensing of mobile WiMAX broadband technologies.
There are currently no mobile WiMAX networks in commercial operation and there
can be no assurance that commercial mobile WiMAX networks will prove to be
commercially viable. Mobile WiMAX will compete with several third generation
(3G) and fourth generation (4G) wireless air interface technologies that are
currently being deployed or developed to enable the delivery of mobile broadband
services to the market, including CDMA2000 and UMTS. In order for WiMAX to gain
significant market acceptance among consumers, network operators and
telecommunications service providers will need to deploy WiMAX networks.
However, many of the largest wireless telecommunications providers have made
significant expenditures in technologies that have the potential to be
competitive with WiMAX and may choose to continue to develop these technologies
rather than utilize WiMAX. Certification standards for WiMAX are controlled by
the WiMAX Forum, an industry group. Accordingly, standard setting for WiMAX is
beyond our control. If standards for WiMAX change, the commercial viability of
mobile WiMAX may be delayed or impaired and our development efforts may also be


                                       10
<PAGE>
delayed or impaired or become more costly. The development of mobile WiMAX
networks is also dependent on the availability of spectrum. Access to spectrum
suitable for mobile WiMAX is highly competitive. We currently contemplate using
multiple frequencies for our mobile WiMAX networks. This multi-spectrum approach
is technologically challenging and will require the development of new software,
integrated circuits and equipment, which will be time consuming and expensive
and may not be successful. In order for our business to continue to grow and to
become profitable, mobile WiMAX technology and related services must gain
acceptance among consumers, who tend to be less technically knowledgeable and
more resistant to new technology or unfamiliar services. If consumers choose not
to adopt mobile WiMAX technology, we will not be successful in selling WiMAX
products and technologies and our ability to grow our business will be limited.

OUR WIRELESS BROADBAND PRODUCTS AND TECHNOLOGIES ARE IN THE EARLY STAGES OF
DEVELOPMENT AND WILL REQUIRE A SUBSTANTIAL INVESTMENT BEFORE THEY MAY BECOME
COMMERCIALLY VIABLE.

         Many of our wireless broadband products and technologies are in the
early stages of development and will require a substantial investment before
they may become commercially viable. We are currently unable to project when our
semiconductors and other wireless broadband products based on WiMAX and Wi-Fi
technologies will be commercially deployed and generate revenue. While we intend
to continue to make substantial investments in development for the foreseeable
future, it is possible that our development efforts will not be successful and
that many of our wireless broadband products and technologies will not result in
meaningful revenues. In addition, unexpected expenses and delays in development
could adversely affect our liquidity. Many of our wireless broadband products
and technologies have not been tested, even on a pre-commercial basis. Even if
our new products and technologies function when tested, they may not produce
sufficient performance and economic benefits to justify full commercial
development efforts, or to ultimately attract customers. Failure to achieve high
volume sales of our semiconductors and other wireless broadband products and
technologies will adversely affect our ability to achieve profitability.

OUR FUTURE WIMAX PRODUCTS MAY NOT RECEIVE THE CERTIFICATION WE EXPECT, WHICH MAY
AFFECT OUR ABILITY TO SELL OUR WIMAX PRODUCTS AND SERVICES.

         If our mobile WiMAX technologies and products do not receive WiMAX
industry certification, we may not be able to successfully market, license or
sell our mobile WiMAX products or technologies. Our WiMAX-based products may not
receive the necessary certification in the time frame we expect, or at all, and
may therefore not achieve the wide acceptance that we are seeking. In addition,
we expect industry standards for WiMAX to evolve and if we are not able to adapt
our products and technologies to any such changes, our ability to license or
sell our products and technologies would be impaired.

THE BUSINESS PLAN OF OUR NETWORK SOLUTIONS GROUP IS DEPENDENT ON ENTERING INTO
OR MAINTAINING NETWORK PARTNER RELATIONSHIPS.

         Our Network Solutions Group intends to build and operate WiMAX/Wi-Fi
networks for wireless service providers, cable operators, multimedia content
distributors, applications service providers and Internet service providers. At
present, NSG has not entered into any such arrangements and may not be able to
negotiate such arrangements on acceptable terms, or at all. If we are unable to
establish and maintain these service arrangements, we may have to modify our
plans for the Network Solutions Group.

         The dependence of our Network Solutions Group business plan is subject
to a number of risks, including:

          o    the inability to control the amount and timing of resources that
               our potential service providers devote to their network
               deployment activities;

          o    the possibility that potential service provider customers could
               move forward and deploy networks without the assistance of NSG;
               and

          o    the possibility that service provider customers may experience
               financial or technical difficulties.


                                       11
<PAGE>
WE MAY REQUIRE SIGNIFICANT CAPITAL TO IMPLEMENT OUR BUSINESS PLAN, BUT WE MAY
NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING ON FAVORABLE TERMS OR AT ALL.

         While we estimate that our working capital will be sufficient to fund
our research and development activities and our operating losses at least
through 2008, we may need to secure significant additional capital in the future
to implement changes to, or expansions of, our business plan and to become cash
flow positive. We may also require additional cash resources to pursue
investments or acquisitions, including investments in or acquisitions of other
technologies, businesses or spectrum licenses. Sources of additional capital may
include public or private debt and equity financings. We have completed a
private placement of senior secured notes that provided us with net cash
proceeds of $295.0 million available for the sole purpose of financing spectrum
acquisitions and leases as well as a private placement of our Series A Senior
Convertible Preferred Stock that provided us with net cash proceeds of $351.0
million. The entire proceeds of our senior secured notes were used for the
acquisition of WCS Wireless, Inc. for $160.5 million, the acquisition of two new
EBS leases for $22.1 million and for the majority of the funding for the
acquisition of 154 AWS licenses for $115.6 million. The proceeds of our Series A
Senior Convertible Preferred Stock are available to fund working capital needs
and potential strategic transactions. To the extent that other attractive
opportunities to acquire complimentary businesses or additional spectrum arise,
we may need to raise additional funds to capitalize on such opportunities.

RISKS RELATED TO OUR PACKETVIDEO BUSINESS

         Since our inception in April 2005, substantially all of our revenues
have been generated by our PacketVideo subsidiary, which we acquired in July
2005, and we believe that PacketVideo will account for a substantial portion of
our revenues until we complete the development and commercialization of our
wireless broadband products and technologies. Our PacketVideo business is
subject to a number of risks, including:

         PacketVideo may be materially and adversely affected by a ban on EVDO
phones by the United States International Trade Commission. During 2006,
PacketVideo's revenues from Verizon Wireless accounted for 64% of our revenues.
Our embedded software is shipped by Verizon Wireless exclusively on EVDO
handsets in connection with its V-Cast offering. Broadcom has alleged that
QUALCOMM has infringed certain of its patents, including patents implicated in
EVDO handsets, and filed a compliant in the United States International Trade
Commission (ITC). Pursuant to the ITC hearing, an administrative law judge
issued an initial determination in which he found infringement on some claims of
one patent, which includes technology that governs power usage within EVDO
handsets. The ITC has adopted the administrative law judge's determination on
violation and will issue its decision on remedy on May 8, 2007. The final
determination is then subject to Presidential review. Following the
determination on violation, Broadcom petitioned the ITC for a ban on the import
of all EVDO phones, and the ITC will hold public hearings to investigate the
impact on domestic businesses of such a ban. If such a ban were to be adopted,
Verizon Wireless may be unable to sell EVDO handsets. Because PacketVideo
license fees are generally based on a one time royalty when a new handset is
sold, our revenue would be materially and adversely affected if a ban on EVDO
handsets were to be enacted.

         Reliance on a limited number of mobile phone and device manufacturers
and wireless carriers . During 2006, PacketVideo's revenues from Verizon
Wireless accounted for 64% of our revenues. For the period from our inception
(April 13, 2005) through December 31, 2005 PacketVideo's revenues from Verizon
Wireless, Fujitsu and Nokia accounted for 22%, 14% and 11%, respectively, of our
revenues. Aggregated accounts receivable from Verizon Wireless and SEMC
accounted for 42% and 11%, respectively, of total gross accounts receivable at
December 30, 2006. We expect that our PacketVideo subsidiary will continue to
generate a significant portion of its revenues through a limited number of
mobile phone and device manufacturers and wireless carriers for the foreseeable
future, although these amounts may vary from period-to-period. If any of these
customers decides not to embed PacketVideo software into their mobile phones and
devices or otherwise reduces the amount of PacketVideo software they embed in
their mobile phones or devices generally, our PacketVideo revenues and results
of operations could be materially adversely affected.

         Our agreements with mobile phone and device manufacturers are not
exclusive and many contain no minimum purchase requirements. Accordingly, mobile
phone and device manufacturers may effectively terminate these agreements by no


                                       12
<PAGE>
longer embedding PacketVideo's software into their products. In addition,
PacketVideo has indemnified these manufacturers from certain claims that
PacketVideo's software infringes third-party intellectual property rights. Our
carrier agreements are not exclusive and generally have a limited term of one or
two years with evergreen, or automatic renewal, provisions upon expiration of
the initial term. These agreements set out the terms of our distribution
relationships with the carriers but generally do not obligate the carriers to
market or distribute any of our applications. In addition, the carriers can
terminate these agreements early, and in some instances, at any time, without
cause.

         Many factors outside our control could impair PacketVideo's ability to
generate revenues from mobile phone and device manufacturers and wireless
carriers, including the following: o a preference for embedded software licensed
by one of PacketVideo's competitors;

               o    competing applications;

               o    a decision to discontinue embedding our PacketVideo
                    software, or mobile broadband embedded software altogether;

               o    a carrier's decision not to provide mobile broadband
                    applications or content thereby reducing the need for
                    PacketVideo's applications;

               o    a carrier's network encountering technical problems that
                    disrupt the delivery of content for our applications;

               o    a manufacturer's decision to increase the cost of mobile
                    phones and devices embedded with PacketVideo's software;

               o    a manufacturer's decision to reduce the price it is willing
                    to pay for embedded software such as PacketVideo's; and

               o    consolidation among manufacturers or wireless carriers or
                    the emergence of new manufacturers or wireless carriers that
                    do not license PacketVideo software.

         If wireless subscribers do not increase their use of their mobile
phones to access multimedia content, our PacketVideo business may suffer . Our
PacketVideo business is reliant on the continued and increased use of mobile
phones to access multimedia content by consumers. The market for multimedia
content delivery through mobile phones is relatively new. If the market does not
continue to develop or develops more slowly than anticipated, mobile phone
manufacturers may cease to embed PacketVideo's software in their handsets and
wireless carriers may limit or stop the delivery of multimedia content and the
demand for mobile phones with embedded multimedia software may decline. If this
occurs, our PacketVideo business would be harmed and our revenues would decline.

         If we fail to deliver our PacketVideo applications to correspond with
the commercial introduction of new mobile phone models, our sales may suffer .
PacketVideo's business is tied, in part, to the commercial introduction of new
mobile phones with enhanced features. Many new mobile phone models are released
in the final quarter of the year to coincide with the holiday shopping season.
We cannot control the timing of these mobile phone launches. Our PacketVideo
software must be modified for each new mobile phone model. If we are unable to
release new versions of our PacketVideo software to coincide with these new
mobile phone launches, our sales of our PacketVideo software may suffer. In
addition, if new mobile phone launches are delayed or if we miss the key holiday
selling season, our sales may suffer.

         PacketVideo may experience difficulties in the introduction of new or
enhanced products, which could result in reduced sales, unexpected expenses or
delays in the launch of new or enhanced products . The development of new or
enhanced embedded multimedia software products is a complex and uncertain
process. We may experience design, manufacturing, marketing and other
difficulties that could delay or prevent our development, introduction,


                                       13
<PAGE>
commercialization or marketing of new products or product enhancements. The
difficulties could result in reduced sales, unexpected expenses or delays in the
launch of new or enhanced products, which may adversely affect our results or
operations.

         WE DO NOT HAVE ANY MANUFACTURING CAPABILITIES AND WILL DEPEND ON
THIRD-PARTY MANUFACTURERS AND SUPPLIERS TO MANUFACTURE, ASSEMBLE AND PACKAGE OUR
SEMICONDUCTOR PRODUCTS.

         We are currently designing and developing semiconductor products
including digital baseband ASICs and multi-band RFICs. If we are successful in
our design and development activities and a market for these products develops,
these products will need to be manufactured. Due to the expense and complexity
associated with the manufacturer of digital baseband ASICs and multi-band RFICs,
we intend to depend on third-party manufacturers to manufacture these products.
The dependence on third-parties to manufacture, assemble and package these
products involves a number of risks, including:

            o   a potential lack of capacity to meet demand;

            o   reduced control over quality and delivery schedules;

            o   risks of inadequate manufacturing yield or excessive costs;

            o   difficulties in selecting and integrating subcontractors;

            o   limited warranties in products supplied to us;

            o   price increases; and

            o   potential misappropriation of our intellectual property.

         We may not be able to establish manufacturing relationships on
reasonable terms or at all. The failure to establish these relationships on a
timely basis and on attractive terms could delay our ability to launch these
products or reduce our revenues and profitability.

DEFECTS OR ERRORS IN OUR PRODUCTS AND SERVICES OR IN PRODUCTS MADE BY OUR
SUPPLIERS COULD HARM OUR RELATIONS WITH OUR CUSTOMERS AND EXPOSE US TO
LIABILITY. SIMILAR PROBLEMS RELATED TO THE PRODUCTS OF OUR CUSTOMERS OR
LICENSEES COULD HARM OUR BUSINESS.

         Our WiMAX products and technologies that we are developing will be
inherently complex and may contain defects and errors that are detected only
when the products are in use. Further, because our products and technologies
that we are developing will be responsible for critical functions in our
customers' products and/or networks, such defects or errors could have a serious
impact on our customers, which could damage our reputation, harm our customer
relationships and expose us to liability. Defects in our products and
technologies or those used by our customers or licensees, equipment failures or
other difficulties could adversely affect our ability and that of our customers
and licensees to ship products on a timely basis as well as customer or licensee
demand for our products. Any such shipment delays or declines in demand could
reduce our revenues and harm our ability to achieve or sustain desired levels of
profitability. We and our customers or licensees may also experience component
or software failures or defects which could require significant product recalls,
reworks and/or repairs which are not covered by warranty reserves and which
could consume a substantial portion of the capacity of our third-party
manufacturers or those of our customers or licensees. Resolving any defect or
failure related issues could consume financial and/or engineering resources that
could affect future product release schedules. Additionally, a defect or failure
in our products and technologies that we are developing or the products of our
customers or licensees could harm our reputation and/or adversely affect the
growth of mobile WiMAX markets.

BECAUSE MOBILE WIMAX IS AN EMERGING TECHNOLOGY THAT IS NOT FULLY DEVELOPED,
THERE IS A RISK THAT STILL UNKNOWN PERSONS OR COMPANIES MAY ASSERT PROPRIETARY
RIGHTS TO THE VARIOUS TECHNOLOGY COMPONENTS THAT WILL BE NECESSARY TO OPERATE A
WIMAX NETWORK.

                                       14
<PAGE>
         As a technology company, we expect to incur expenditures to create and
protect our intellectual property and, possibly, to assert infringement by
others of our intellectual property. We also expect to incur expenditures to
defend against claims by other persons asserting that the technology that will
be used and sold by our Company infringes upon the right of such other persons.
Because mobile WiMAX is an emerging technology that is not fully developed,
there may be a greater risk that persons or entities unknown to us will assert
proprietary rights to technology components that are necessary to operate WiMAX
networks or products. More than 20 companies have submitted letters of assurance
related to IEEE 802.16 and amendments stating that they may hold or control
patents or patent applications, the use of which would be unavoidable to create
a compliant implementation of either mandatory or optional portions of the
standard. In such letters, the patent holder typically asserts that it is
prepared to grant a license to its essential IP to an unrestricted number of
applicants on a worldwide, non-discriminatory basis and on reasonable terms and
conditions. If any companies asserting that they hold or control patents or
patent applications necessary to implement mobile WiMAX do not submit letters of
assurance, or state in such letters that they do not expect to grant licenses,
this could have an adverse effect on the implementation of mobile WiMAX networks
and the sale of our mobile WiMAX products and technologies. In addition, we can
not be certain of the validity of the patents or patent applications asserted in
the letters of assurance submitted to date, or the terms of any licenses which
may be demanded by the holders of such patents or patent applications. If we
were required to pay substantial license fees to implement our mobile WiMAX
products and technologies, this could adversely affect the profitability of
these products and technologies.

         As the number of competitors in our market increases and the
functionality of our products is enhanced, we may become subject to claims of
infringement or misappropriation of the intellectual property rights of others.
Any claims, with or without merit, could be time consuming to address, result in
costly litigation, divert the efforts of our technical and management personnel
or cause product release or shipment delays, any of which could have a material
adverse effect upon our ability to commercially launch our products and
technologies and on our ability to achieve profitability. If any of our products
were found to infringe on another company's intellectual property rights or if
we were found to have misappropriated technology, we could be required to
redesign our products or license such rights and/or pay damages or other
compensation to such other company. If we were unable to redesign our products
or license such intellectual property rights used in our products, we could be
prohibited from making and selling such products. In any potential dispute
involving other companies' patents or other intellectual property, our customers
could also become the targets of litigation. Any such litigation could severely
disrupt the business of our customers, which in turn could hurt our relations
with our customers and cause our revenues to decrease.

         We anticipate that we will develop a patent portfolio related to our
WiMAX products and technologies. However, there is no assurance that we will be
able to obtain patents covering WiMAX products. Litigation may be required to
enforce or protect our intellectual property rights. As a result of any such
litigation, we could lose our proprietary rights or incur substantial unexpected
operating costs. Any action we take to license, protect or enforce our
intellectual property rights could be costly and could absorb significant
management time and attention, which, in turn, could negatively impact our
operating results. In addition, failure to protect our trademark rights could
impair our brand identity.

         Other companies or entities also may commence actions or respond to an
infringement action that we initiate by seeking to establish the invalidity or
unenforceability of one or more of our patents or to dispute the patentability
of one or more of our pending patent applications. In the event that one or more
of our patents or applications are challenged, a court may invalidate the patent
or determine that the patent is not enforceable or deny issuance of the
application, which could harm our competitive position. If any of our key patent
claims are invalidated or deemed unenforceable, or if the scope of the claims in
any of these patents is limited by court decision, we could be prevented from
licensing such patent claims. Even if such a patent challenge is not successful,
it could be expensive and time consuming to address, divert management attention
from our business and harm our reputation.

WE ARE DEPENDENT ON A SMALL NUMBER OF INDIVIDUALS, AND IF WE LOSE KEY PERSONNEL
UPON WHOM WE ARE DEPENDENT, OUR BUSINESS WILL BE ADVERSELY AFFECTED.

         Our future success depends largely upon the continued service of our
board members, executive officers and other key management and technical
personnel, particularly Allen Salmasi, our Chairman and Chief Executive Officer.


                                       15
<PAGE>
Mr. Salmasi has been a prominent executive and investor in the technology
industry for over 20 years, and the Company has benefited from his industry
relationships in attracting key personnel and in implementing acquisitions and
strategic plans. In addition, in order to develop and achieve commercial
deployment of our mobile broadband products and technologies in competition with
well-established companies such as Intel, QUALCOMM and others, we must rely on
highly specialized engineering and other talent. Our key employees represent a
significant asset, and the competition for these employees is intense in the
wireless communications industry. We continue to anticipate significant
increases in human resources, particularly in engineering resources, through
2008. If we are unable to attract and retain the qualified employees that we
need, our business may be harmed.


         As a start-up company, we may have particular difficulty attracting and
retaining key personnel in periods of poor operating performance given the
significant use of incentive compensation by well-established competitors. We do
not have employment agreements with our key management personnel and do not
maintain key person life insurance on any of our personnel. We also have no
covenants against competition or nonsolicitation agreements with certain of our
key employees. The loss of one or more of our key employees or our inability to
attract, retain and motivate qualified personnel could negatively impact our
ability to design, develop and commercialize our products and technology.

WE MAY BE LIABLE FOR CERTAIN INDEMNIFICATION PAYMENTS PURSUANT TO THE PLAN OF
REORGANIZATION.
         In connection with the sale of NTI and its subsidiaries other than Old
NextWave Wireless to Verizon Wireless, we agreed to indemnify NTI and its
subsidiaries against all pre-closing liabilities of NTI and its subsidiaries and
against any violation of the Bankruptcy Court injunction against persons having
claims against NTI and its subsidiaries, with no limit on the amount of such
indemnity. We are not currently aware of any such liabilities that remain
following the plan of reorganization and Verizon Wireless has not made any
indemnity claims. To the extent that we are required to fund amounts under the
indemnification, our results of operations and our liquidity and capital
resources could be materially adversely affected. In addition, we may not have
sufficient cash reserves to pay the amounts required under the indemnification
if any amounts were to become due.






                                       16
<PAGE>
                     RISKS RELATING TO GOVERNMENT REGULATION


GOVERNMENT REGULATION COULD ADVERSELY IMPACT OUR DEVELOPMENT OF WIRELESS
BROADBAND PRODUCTS AND SERVICES, OUR OFFERING OF PRODUCTS AND SERVICES TO
CONSUMERS, AND OUR BUSINESS PROSPECTS.

         The regulatory environment in which we operate is subject to
significant change, the results and timing of which are uncertain. The FCC has
jurisdiction over the grant, renewal, lease, assignment and sale of our wireless
licenses, the use of wireless spectrum to provide communications services, and
the resolution of interference between users of various spectrum bands. Other
aspects of our business, including construction and operation of our wireless
systems, and the offering of communications services, are regulated by the FCC
and other federal, state and local governmental authorities. States may exercise
authority over such things as billing practices and consumer-related issues.

         Various governmental authorities could adopt regulations or take other
actions that would adversely affect the value of our assets, increase our costs
of doing business, and impact our business prospects. Changes in the regulation
of our activities, including changes in how wireless, mobile, IP-enabled
services are regulated, changes in the allocation of available spectrum by the
United States and/or exclusion or limitation of our technology or products by a
government or standards body, could have a material adverse effect on our
business, operating results, liquidity and financial position.

CHANGES IN LEGISLATION OR REGULATIONS MAY AFFECT OUR ABILITY TO CONDUCT OUR
BUSINESS OR REDUCE OUR PROFITABILITY.

         Future legislative, judicial or other regulatory actions could have a
negative effect on our business. Some legislation and regulations applicable to
the wireless broadband business, including how IP-enabled services are
regulated, are the subject of ongoing judicial proceedings, legislative hearings
and administrative proceedings that could change the manner in which our
industry is regulated and the manner in which we operate. We cannot predict the
outcome of any of these proceedings or their potential impact on our business.

         If, as a result of regulatory changes, we become subject to the rules
and regulations applicable to telecommunications providers, commercial mobile
service providers or common carriers at the federal level or in individual
states, we may incur significant administrative, litigation and compliance
costs, or we may have to restructure our service offerings, exit certain markets
or raise the price of our services, any of which could cause our services to be
less attractive to customers. In addition, future regulatory developments could
increase our cost of doing business and limit our growth.

WE MAY NOT HAVE COMPLETE CONTROL OVER OUR TRANSITION OF EBS AND BRS SPECTRUM,
WHICH COULD IMPACT COMPLIANCE WITH FCC RULES.

         The FCC's rules require transition of EBS and BRS spectrum to the new
band plan on a Basic Trading Area ("BTA") basis. See "Government
Regulation-BRS-EBS License Conditions." We do not hold all of the EBS and BRS
spectrum in the BTAs in which we hold spectrum. Consequently, we will need to
coordinate with other EBS and BRS licensees in order to transition spectrum we
hold or lease. Disagreements with other EBS or BRS licensees about how the
spectrum should be transitioned may delay our efforts to transition spectrum,
could result in increased costs to transition the spectrum, and could impact our
efforts to comply with applicable FCC rules. On April 27, 2006, the FCC
implemented new, amended rules related to transition of the spectrum, and it
adopted rules that will permit us to self-transition to the reconfigured band
plan if other spectrum holders in our BTAs do not timely transition their
spectrum.

OUR USE OF EBS SPECTRUM IS SUBJECT TO PRIVATELY NEGOTIATED LEASE AGREEMENTS.
CHANGES IN FCC RULES GOVERNING SUCH LEASE AGREEMENTS, CONTRACTUAL DISPUTES WITH
EBS LICENSEES, OR FAILURES BY EBS LICENSEES TO COMPLY WITH FCC RULES COULD
IMPACT OUR USE OF THE SPECTRUM.

         All commercial enterprises are restricted from holding licenses for EBS
spectrum. Eligibility for EBS spectrum is limited to accredited educational
institutions, governmental organizations engaged in the formal education of
enrolled students (e.g., school districts), and nonprofit organizations whose
purposes are educational. Access to EBS spectrum can only be gained by


                                       17
<PAGE>
commercial enterprises through privately-negotiated EBS lease agreements. FCC
regulation of EBS leases, private interpretation of EBS lease terms, private
contractual disputes, and failure of an EBS licensee to comply with FCC
regulations all could impact our use of EBS spectrum and the value of our leased
EBS spectrum. On April 27, 2006, the FCC released new rules governing EBS lease
terms. EBS licensees are now permitted to enter into lease agreements with a
maximum term of 30 years; lease agreements with terms longer than 15 years must
contain a "right of review" by the EBS licensee every five years beginning in
year 15. The right of review must afford the EBS licensee with an opportunity to
review its educational use requirements in light of changes in educational
needs, technology, and other relevant factors and to obtain access to such
additional services, capacity, support, and/or equipment as the parties shall
agree upon in the spectrum leasing arrangement to advance the EBS licensee's
educational mission. A spectrum leasing arrangement may include any mutually
agreeable terms designed to accommodate changes in the EBS licensee's
educational use requirements and the commercial lessee's wireless broadband
operations. In addition, the terms of EBS lease agreements are subject to
contract interpretation and disputes could arise with EBS licensees. There can
be no assurance that EBS leases will continue for the full lease term, or be
renewed, or be extended beyond the current term, on terms that are satisfactory
to us. Similarly, since we are not eligible to hold EBS licenses, we must rely
on EBS licensees with whom we contract to comply with FCC rules. The failure of
an EBS licensee from whom we lease spectrum to comply with the terms of their
FCC authorization or FCC rules could result in termination, forfeiture or
non-renewal of their authorization, which would negatively impact the amount of
spectrum available for our use.

IF WE DO NOT COMPLY WITH FCC BUILD-OUT REQUIREMENTS RELATING TO OUR SPECTRUM
LICENSES, SUCH LICENSES COULD BE SUBJECT TO FORFEITURE.

         Certain build-out or "substantial service" requirements apply to our
licensed wireless spectrum, which generally must be satisfied as a condition of
license renewal. In particular, the renewal deadline and the substantial service
build-out deadline for our WCS spectrum is July 21, 2010; for our BRS and EBS
spectrum, the substantial service build-out deadline is May 1, 2011; and for our
AWS spectrum, the substantial service build-out deadline is December 18, 2021.
Failure to make the substantial service demonstration, without seeking and
obtaining an extension from the FCC, would result in license forfeiture.

WE HAVE NO GUARANTEE THAT THE LICENSES WE HOLD OR LEASE WILL BE RENEWED.

         The FCC generally grants wireless licenses for terms of ten or fifteen
years, which are subject to renewal and revocation. FCC rules require all
wireless licensees to comply with applicable FCC rules and policies and the
Communications Act of 1934 in order to retain their licenses. For example,
licensees must meet certain construction requirements, including making
substantial service demonstrations, in order to retain and renew FCC licenses.
Failure to comply with FCC requirements with respect to any license could result
in revocation or non-renewal of a license. There is no guarantee that licenses
we hold or lease will remain in full force and effect or be renewed.

NEW FCC CONCEPTS IMPACTING SPECTRUM USE COULD AFFECT OUR USE OF WIRELESS
SPECTRUM.

         The FCC has initiated a number of proceedings to evaluate its rules and
policies regarding spectrum licensing and usage. For example, it is considering
new concepts that might permit unlicensed users to "share" our licensed spectrum
to the extent the FCC believes harmful interference will not occur. These new
uses could adversely impact our utilization of our licensed spectrum and our
operational costs.

INTERFERENCE COULD NEGATIVELY IMPACT OUR USE OF WIRELESS SPECTRUM WE HOLD, LEASE
OR USE.

         Under applicable FCC rules, users of wireless spectrum must comply with
technical rules that are intended to eliminate or diminish harmful
radiofrequency interference between wireless users. Licensed spectrum is
generally entitled to interference protection, subject to technical rules
applicable to the radio service, while unlicensed spectrum has no interference
protection rights and must accept interference caused by other users.


                                       18
<PAGE>
WIRELESS DEVICES UTILIZING WCS, BRS AND EBS SPECTRUM MAY BE SUSCEPTIBLE TO
INTERFERENCE FROM SATELLITE DIGITAL AUDIO RADIO SERVICES ("SDARS").

         Since 1997, the FCC has considered a proposal to permanently authorize
terrestrial repeaters for SDARS operations adjacent to the C and D blocks of the
WCS band. The FCC has permitted a large number of these SDARS terrestrial
repeaters to operate on a special temporary authorization since 2001.
Permanently authorizing SDARS repeaters adjacent to the WCS band could cause
interference to WCS, BRS and EBS receivers. The extent of the interference from
SDARS repeaters is unclear and is subject to the FCC's final resolution of
pending proceedings. Because WCS C and D block licenses are adjacent to the
SDARS spectrum, the potential for interference to this spectrum is of greatest
concern. There is a lesser magnitude concern regarding interference from SDARS
to WCS A and B block licenses, and EBS and BRS licenses. Central to the FCC's
evaluation of this proposal has been the technical specification for the
operation of such repeaters. SDARS licensees are seeking rule changes that would
both unfavorably alter WCS technical operating requirements and permit all
existing SDARS repeaters to continue to operate at their current operating
parameters. Final technical rules will determine the potential interference
conditions and requirements for mitigation. If SDARS repeaters result in
interference to our WCS, BRS or WBS spectrum, our ability to realize value from
this spectrum may be impaired.

INCREASING REGULATION OF THE TOWER INDUSTRY MAY MAKE IT DIFFICULT TO DEPLOY NEW
TOWERS AND ANTENNA FACILITIES.

         The FCC, together with the FAA, regulates tower marking and lighting.
In addition, tower construction and deployment of antenna facilities is impacted
by federal, state and local statutes addressing zoning, environmental protection
and historic preservation. The FCC adopted significant changes to its rules
governing historic preservation review of new tower projects, which makes it
more difficult and expensive to deploy towers and antenna facilities. The FCC
also is considering changes to its rules regarding when routine environmental
evaluations will be required to determine compliance of antenna facilities with
its RF radiation exposure limits. If adopted, these regulations could make it
more difficult to deploy facilities. In addition, the FAA has proposed
modifications to its rules that would impose certain notification requirements
upon entities seeking to (i) construct or modify any tower or transmitting
structure located within certain proximity parameters of any airport or
heliport, and/or (ii) construct or modify transmission facilities using the
2500-2700 MHz radio frequency band, which encompasses virtually all of the
BRS/EBS frequency band. If adopted, these requirements could impose new
administrative burdens upon use of BRS/EBS spectrum.






                                       19
<PAGE>
               RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK


OUR DERIVATIVE SECURITIES HAVE THE POTENTIAL TO DILUTE SHAREHOLDER VALUE AND
CAUSE OUR STOCK PRICE TO DECLINE

         On March 28, 2007, 84.5 million shares of our common stock were
outstanding. Up to 46.2 million additional shares of our common stock may be
issued upon the exercise or conversion of warrants, options, and shares of our
Series A Senior Convertible Preferred Stock that have been issued or granted. On
March 28, 2007, we had options outstanding to purchase 14,266,486 shares of our
common stock at a weighted average exercise price of $6.17 per share and
warrants outstanding to purchase 500,000 shares of our common stock at an
exercise price of $6.00 per share. We also had warrants outstanding at March 28,
2007, to purchase 1,935,990 shares of our common stock for $0.01 per share
pursuant to the Warrant Agreement, dated July 17, 2006, among the Company and
the initial purchasers of our senior notes. In addition, in March 2007, we
issued 355,000 shares of Series A Senior Convertible Preferred Stock at a price
of $1,000 per share of convertible preferred stock in a private offering to
investment funds and other institutional investors, as well as shareholders of
the Company, including NextWave Wireless Chairman and CEO, Allen Salmasi, and
from Douglas Manchester, a member of the NextWave Wireless Board of Directors
and Avenue Capital Group, of which Robert T. Symington, a member of the NextWave
Board, is a portfolio manager. The Series A Senior Convertible Preferred Stock
is convertible into shares of our common stock upon election of the holders at
any time and at our election under certain circumstances. If all shares of
Series A Senior Convertible Preferred Stock were converted, we would be
obligated to issue 32.1 million shares of our common stock.

         The exercise of these derivative instruments or the conversion of the
convertible preferred stock into common stock may result in significant dilution
to our current stockholders. In addition, sales of large amounts of common stock
in the public market upon exercise or conversion could materially adversely
affect the share price.

         In addition, we may need to raise additional funds to fund our
operations, to pay for an acquisition or to enter into a strategic alliance, and
we might use equity securities, debt, cash, or a combination of the foregoing.
If we use equity securities, our stockholders may experience dilution. A
significant amount of our common stock coming on the market at any given time
could result in a decline in the price of our common stock or increased
volatility.

OUR OPERATING RESULTS ARE SUBJECT TO SUBSTANTIAL QUARTERLY AND ANNUAL
FLUCTUATIONS AND TO MARKET DOWNTURNS.

         We believe that our future operating results over both the short- and
long-term will be subject to annual and quarterly fluctuations due to several
factors, some of which are outside management's control. These factors include:

           o     significant research and development costs;

           o     research and development issues and delays;

           o     the financial results of our PacketVideo subsidiary;

           o     spectrum acquisition costs;

           o     manufacturing issues and delays;

           o     fluctuating market demand for WiMAX services;

           o     impact of competitive products, services and technologies;

           o     changes in the regulatory environment;


                                       20
<PAGE>
           o     the cost and availability of network infrastructure; and

           o     general economic conditions.

These factors affecting our future operating results are difficult to forecast
and could harm our quarterly or annual operating results and the prevailing
market price of our securities. If our operating results fail to meet the
financial guidance we provide to investors or the expectations of investment
analysts or investors in any period, securities class action litigation could be
brought against us and/or the market price of our securities could decline.

IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE HIGHLY CONCENTRATED, IT MAY
PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE THE PRICE OF
OUR COMMON STOCK TO DECLINE.

         Allen Salmasi, our executive officers and other members of our Board of
Directors beneficially own or control approximately 54.6% of our common stock as
of March 28, 2007. Accordingly, Mr. Salmasi and the other members of the Board
of Directors will be able to significantly influence matters that require
stockholder approval, including the election of directors, any merger,
consolidation or sale of all or substantially all of our assets or other
significant corporate transactions. Our controlling stockholders may have
interests that differ from your interests and may vote in a way with which you
may disagree and which may be adverse to your interests. Corporate action may be
taken even if other stockholders oppose them. These stockholders may also delay
or prevent a change of control of us, even if that change of control would
benefit our other stockholders, which could deprive our stockholders of the
opportunity to receive a premium for their shares. The significant concentration
of ownership of our common stock may adversely affect the trading price of our
common stock due to investors' perception that conflicts of interest may exist
or arise.

IF SECURITIES OR INDUSTRY ANALYSTS DO NOT PUBLISH RESEARCH OR REPORTS ABOUT OUR
BUSINESS, IF THEY CHANGE THEIR RECOMMENDATIONS REGARDING OUR SHARES ADVERSELY OR
IF OUR OPERATING RESULTS TO NOT MEET THEIR EXPECTATIONS, THE PRICE OF OUR COMMON
STOCK COULD DECLINE.

         The trading market for our common stock will be influenced by the
research and reports that industry and securities analysts publish about us or
our business. If these analysts fail to publish reports about us or if one or
more of these analysts cease coverage of our company or fail to publish reports
on us regularly, we could lose visibility in the financial markets, which in
turn could cause the price of our common stock to decline. Moreover, if one or
more analysts who cover us downgrade our common stock or if our operating
results do not meet their expectations, the price of our common stock could
decline.

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD CAUSE THE
VALUE OF YOUR INVESTMENT TO DECLINE.

         The stock market in general, and the stock prices of technology and
wireless communications companies in particular, have experienced volatility
that often has been unrelated to the operating performance of any specific
public company. Factors that may have a significant impact on the market price
of our common stock include:

          o    announcements concerning us or our competitors, including the
               selection of mobile WiMAX wireless communications technology by
               telecommunications providers and the timing of the roll-out of
               those systems;

          o    receipt of substantial orders or order cancellations for
               integrated circuits and system software products for mobile WiMAX
               networks by us or our competitors;

          o    quality deficiencies in technologies, products or services;

          o    announcements regarding financial developments or technological
               innovations;

                                       21
<PAGE>
          o    our ability to remediate the material weakness in internal
               controls over financial reporting identified in connection with
               our restatement of revenues of our PacketVideo subsidiary;

          o    international developments, such as technology mandates,
               political developments or changes in economic policies;

          o    lack of capital to invest in WiMAX networks;

          o    new commercial products;

          o    changes in recommendations of securities analysts;

          o    government regulations, including FCC regulations governing
               spectrum licenses;

          o    earnings announcements;

          o    proprietary rights or product or patent litigation;

          o    strategic transactions, such as acquisitions and divestitures; or

          o    rumors or allegations regarding our financial disclosures or
               practices.

         Our share price may be subject to volatility, particularly on a
quarterly basis. Shortfalls in our revenues or earnings in any given period
relative to the levels expected by securities analysts could immediately,
significantly and adversely affect the trading price of our common stock.

         From time to time, we may repurchase our common stock at prices that
may later be higher than the market value of the share on the repurchase date.
This could result in a loss of value for stockholders if new shares are issued
at lower prices.

         In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. Due to changes in the volatility of the price of our common stock,
we may be the target of securities litigation in the future. Securities
litigation could result in substantial costs and divert management's attention
and resources.

PROVISIONS OF OUR CHARTER DOCUMENTS COULD DELAY OR PREVENT AN ACQUISITION OF OUR
COMPANY, EVEN IF THE ACQUISITION WOULD BE BENEFICIAL TO HOLDERS OF OUR COMMON
STOCK, AND COULD MAKE IT MORE DIFFICULT FOR YOU TO CHANGE MANAGEMENT.

         Our Certificate of Incorporation and Bylaws contain provisions that
could depress the trading price of our common stock by acting to discourage,
delay or prevent a change of control of our company or changes in management
that holders of our common stock might deem advantageous. Specific provisions in
our Certificate of Incorporation and Bylaws include:

          o    our directors serve staggered, three-year terms and accordingly,
               pursuant to Delaware law, can only be removed with cause;

          o    no action can be taken by stockholders except at an annual or
               special meeting of the stockholders called in accordance with our
               bylaws, and stockholders may not act by written consent;

          o    our board of directors will be expressly authorized to make,
               alter or repeal our bylaws, and our stockholders will be able to
               make, alter or repeal our bylaws by a vote of 66-2/3% of the
               issued and outstanding voting shares;

          o    any vacancies on the board of directors would be filled by a
               majority vote of the board;


                                       22
<PAGE>
          o    our board of directors will be authorized to issue preferred
               stock without stockholder approval; and

          o    we will indemnify officers and directors against losses that they
               may incur in investigations and legal proceedings resulting from
               their services to us, which may include services in connection
               with takeover defense measures.


         As a result of the provisions of our Certificate of Incorporation and
Bylaws, the price investors may be willing to pay in the future for our common
stock may be limited.



















                                       23
<PAGE>
                SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         This registration statement and other reports, documents and materials
we will file with the Securities and Exchange Commission (the "SEC") contain, or
will contain, disclosures that are forward-looking statements that are subject
to risks and uncertainties. All statements other than statements of historical
facts are forward-looking statements. These statements, which represent our
expectations or beliefs concerning various future events, may contain words such
as "may," "will," "expects," "anticipates," "intends," "plans," "believes,"
"estimates," or other words of similar meaning in connection with any discussion
of the timing and value of future results or future performance. These
forward-looking statements are based on the current plans and expectations of
our management and are subject to certain risks, uncertainties (some of which
are beyond our control) and assumptions that could cause actual results to
differ materially from historical results or those anticipated. These risks
include, but are not limited to:

          o    our limited relevant operating history;

          o    our ability to remediate the material weakness in internal
               controls over financial reporting identified in connection with
               our restatement of revenues of our PacketVideo subsidiary;

          o    our ability to manage growth or integrate recent or future
               acquisitions;

          o    competition from alternative wireless technologies and other
               technology companies;

          o    our ability to develop and commercialize mobile broadband
               products and technologies;

          o    the ability of vendors to manufacture commercial WiMAX equipment
               and devices;

          o    consumer acceptance of WiMAX technology;

          o    PacketVideo's ability to grow its resources to support larger
               numbers of device manufacturers and wireless carriers;

          o    changes in government regulations;

          o    changes in capital requirements;

          o    any loss of our key executive officers; and

          o    the other risks described under "Risk Factors."

         There may also be other factors that cause our actual results to differ
materially from the forward looking statements.

         Because of these factors, we caution you that you should not place any
undue reliance on any of our forward-looking statements. These forward-looking
statements speak only as of the date of this registration statement and you
should understand that those statements are not guarantees of future performance
or results. New risks and uncertainties arise from time to time, and it is
impossible for us to predict those events or how they may affect us. Except as
required by law, we have no duty to, and do not intend to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.


                                       24
<PAGE>
                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of shares covered
by this reoffer prospectus. The selling stockholders will pay any underwriting
discounts, commissions and expenses for brokerage, or any other expenses they
incur in disposing of the shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the shares covered by this
reoffer prospectus.




























                                       25
<PAGE>

                              SELLING STOCKHOLDERS

         This prospectus relates to shares of our Common Stock that are being
registered for reoffers and resales by selling stockholders who have acquired or
may acquire shares pursuant to each of the Plans. Offers and sales by selling
stockholders of any such shares who are our "affiliates" (as such term is
defined in Rule 405 under the Securities Act) are also covered by this
prospectus.

         The selling stockholders are our current and future officers,
directors, employees and consultants who have acquired or may acquire in the
future shares of our Common Stock under the Plans. The selling stockholders may
from time to time resell all, a portion, or none of the shares of our Common
Stock covered by this prospectus. The following table sets forth information as
of April 27, 2007 with respect to beneficial ownership of our Common Stock by
each selling stockholder whose identity is known as of the date of this
prospectus. There is no assurance that any of the selling stockholders will sell
any or all of the shares offered by them under this registration statement. The
address for each executive officer, director and employee listed below is c/o
NextWave Wireless Inc., 12670 High Bluff Drive, San Diego, CA, 92130.

<TABLE>
<CAPTION>
------------------------------ --------------- ---------------- --------------------- --------------------
                                                                                         PERCENTAGE OF
                                 NUMBER OF                      NUMBER OF SHARES TO          COMMON
                                   SHARES         NUMBER OF       BE BENEFICIALLY      STOCK BENEFICIALLY
                                BENEFICIALLY    SHARES TO BE      OWNED AFTER THE       OWNED AFTER THE
                                   OWNED          SOLD(16)         OFFERING(17)          OFFERING (8)
------------------------------ --------------- ---------------- --------------------- --------------------
   EXECUTIVE OFFICERS AND
         DIRECTORS:
------------------------------ --------------- ---------------- --------------------- --------------------
<S>                             <C>                <C>             <C>                     <C>
Allen Salmasi (1)
  Chairman of the Board of
  Directors, Chief
  Executive Officer and
  President                     28,488,854         528,082         27,960,772              31.23%
------------------------------ --------------- ---------------- --------------------- --------------------
Frank A. Cassou (2)
  Executive Vice President
  - Corporate Development
  and Chief Legal Counsel,
  Secretary                      3,785,328         387,783          3,397,545               4.00%
------------------------------ --------------- ---------------- --------------------- --------------------
George C. Alex (3)
  Executive Vice President
  - Chief Financial Officer        780,932         297,772            483,160                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Roy D. Berger (4)
  Executive Vice President
  - Chief Marketing Officer        853,994         255,765            598,219                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Kevin M. Finn (5)
  Executive Vice President
  - Chief Compliance Officer     1,400,046         255,775          1,144,271               1.35%
------------------------------ --------------- ---------------- --------------------- --------------------
Mark Kelley (6)
  Executive Vice President
  - Chief Division Officer         233,774         174,442             59,332                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Richard Kornfeld (7)
  Executive Vice President
  - Chief Strategy Officer         268,127         250,000             18,127                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Jim Madsen (8)
  Executive Vice President
  - Chief Business
  Development Officer              870,592         255,775            614,817                  *
------------------------------ --------------- ---------------- --------------------- --------------------
David B. Needham (9)
  President, Network
  Solutions Group                  714,073         255,775            458,298                  *
------------------------------ --------------- ---------------- --------------------- --------------------
R. Andrew Salony (10)
  Executive Vice President
  - Chief Administrative
  Officer                          850,268         255,775            594,493                  *
------------------------------ --------------- ---------------- --------------------- --------------------
</TABLE>


                                       26
<PAGE>
<TABLE>
<CAPTION>
------------------------------ --------------- ---------------- --------------------- --------------------
                                                                                         PERCENTAGE OF
                                 NUMBER OF                      NUMBER OF SHARES TO          COMMON
                                   SHARES         NUMBER OF       BE BENEFICIALLY      STOCK BENEFICIALLY
                                BENEFICIALLY    SHARES TO BE      OWNED AFTER THE       OWNED AFTER THE
                                   OWNED          SOLD(16)         OFFERING(17)          OFFERING (8)
------------------------------ --------------- ---------------- --------------------- --------------------
   EXECUTIVE OFFICERS AND
         DIRECTORS:
------------------------------ --------------- ---------------- --------------------- --------------------
<S>                             <C>                <C>             <C>                     <C>
Kenneth Stanwood (11)
  President and Chief
  Executive Officer -
  CYGNUS Communications            212,319         166,544             45,775                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Douglas F.  Manchester (12)
  Director                      14,226,917         131,576         14,095,341              15.81%
------------------------------ --------------- ---------------- --------------------- --------------------
Jack Rosen (13)
  Director                         260,332          85,166            175,166                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Robert T. Symington (14)
  Director                         122,682         102,000             20,682                  *
------------------------------ --------------- ---------------- --------------------- --------------------
William H. Webster (15)
  Director                         227,166         118,833            108,333                  *
------------------------------ --------------- ---------------- --------------------- --------------------
</TABLE>
* Represents beneficial ownership of less than 1%.

(1)  Allen Salmasi is Chief Executive Officer of Navation, Inc. Mr. Salmasi may
     be deemed to beneficially own the shares of common stock held or record by
     Navation, Inc. Represents shares held by Allen Salmasi directly and
     indirectly through Navation, Inc. Includes 190,972 shares underlying
     options that are exercisable to purchase restricted stock, which are
     subject to forfeiture prior to their vesting. Includes 4,524,887 shares
     underlying Series A Preferred Stock that are convertible within a period of
     60 days from the record date.

(2)  Includes 152,778 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(3)  Represents shares held by George C. Alex directly and indirectly through
     each of George C. Alex Grantor Retained Annuity Trust and The Alex Family
     Foundation. Includes 114,583 shares underlying options that are
     exercisable to purchase restricted stock, which are subject to forfeiture
     prior to their vesting.

(4)  Includes 114,583 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(5)  Represents shares held by Kevin M. Finn directly and indirectly through
     KFMF Co. Includes 114,583 shares underlying options that are exercisable to
     purchase restricted stock, which are subject to forfeiture prior to their
     vesting. Includes 180,995 shares underlying Series A Preferred Stock that
     are convertible within a period of 60 days from the record date.

(6)  Represents shares held by Mark Kelley directly and indirectly through
     Kelley 2006 Children's Trust. Includes 53,768 shares underlying options
     that are exercisable to purchase restricted stock, which are subject to
     forfeiture prior to their vesting.

(7)  Includes 114,583 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(8)  Represents shares held by Jim Madsen directly and indirectly through Jarrah
     Inc. Includes 114,583 shares underlying options that are exercisable to
     purchase restricted stock, which are subject to forfeiture prior to their
     vesting.

(9)  Includes 114,583 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(10) Represents shares held by R. Andrew Salony directly and indirectly through
     Salony Living Trust. Includes 114,583 shares underlying options that are
     exercisable to purchase restricted stock, which are subject to forfeiture
     prior to their vesting.

(11) Represents shares held by Kenneth Stanwood directly and indirectly through
     The K&G Stanwood Family Trust. Includes 84,130 shares underlying options
     that are exercisable to purchase restricted stock, which are subject to
     forfeiture prior to their vesting.

(12) Represents shares held by Douglas F. Manchester directly and indirectly
     through each of Manchester Financial Group, LP and Manchester Grand
     Resorts, LP. Includes 57,871 shares underlying options that are exercisable
     to purchase restricted stock, which are subject to forfeiture prior to
     their vesting. Includes 4,524,887 shares underlying Series A Preferred
     Stock that are convertible within a period of 60 days from the record date.

(13) Includes 39,722 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(14) Includes 50,278 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(15) Includes 53,889 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(16) In addition to shares owned as of the date of this prospectus that are
     covered by this prospectus set forth in the second column opposite the
     names of selling stockholders in the table above, up to an additional
     32,568,516 shares of our Common Stock that we may issue in the future to
     participants in the Plans who are our "affiliates" (as such term is defined
     in Rule 405 under the Securities Act) are covered by this prospectus. The
     number of additional shares to be issued under the Plans in the future, the
     identity of the recipients of such additional shares and the determination
     of whether any such recipient is an affiliate of ours are subject a number
     of factors that are not yet determinable.

(17) Assumes all shares of Common Stock offered hereby are sold.


                                       27
<PAGE>
                              PLAN OF DISTRIBUTION

         The shares of common stock covered by this prospectus are being
registered by us for the account of the selling stockholders.

         The shares of common stock offered by this prospectus may be sold from
time to time directly by or on behalf of the selling stockholders in one or more
transactions on the NASDAQ Global Market, in one or more transactions, in the
public market off the NASDAQ Global Market or any stock exchange on which the
common stock may be listed at the time of sale or in the over-the-counter market
or otherwise, in privately negotiated transactions, or through a combination of
these methods. The selling stockholders may sell shares through one or more
agents, brokers or dealers or directly to purchasers. These brokers or dealers
may receive compensation in the form of commissions, discounts or concessions
from the selling stockholders and/or purchasers of the shares, or both.
Compensation as to a particular broker or dealer may be in excess of customary
commissions. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale or non-sale
related transfer. If a selling stockholder is an employee, officer or director
of the Company, he or she will be subject to the Company's policies concerning
trading and other transactions in the Company's securities.

         The number of shares to be offered or resold under this prospectus by
each selling stockholder or other person with whom he or she is acting in
concert for the purpose of selling our shares, may not exceed, during any three
month period, the amount specified in Rule 144(e) under the Securities Act. This
limitation will no longer apply after we meet the registrant requirements for
the use of Form S-3 under the Securities Act.

         The shares of common stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market prices, at varying prices determined at the time of
sale or at negotiated prices. These sales may be effected in one or more
transactions, which may involve crosses or block transactions, including:

          o    on the NASDAQ Global Market;

          o    on the Over-the-Counter Bulletin Board;

          o    in the over-the-counter market;

          o    in transactions otherwise than on the Over-the-Counter Bulletin
               Board, on the NASDAQ Global Market or in the over-the-counter
               market;

          o    through the writing of options (including the issuance by the
               selling stockholders of derivative securities), whether the
               options or these other derivative securities are listed on an
               options or other exchange or otherwise;

          o    through the settlement of short sales; or

          o    any combination of the foregoing.


         In connection with the sale of shares, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares in the
course of hedging the positions they assume. The selling stockholders may also
sell the shares short and deliver these shares to close out short positions, or
loan or pledge the shares to broker-dealers or other financial institutions that
in turn may sell these shares. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
that require the delivery to the broker-dealer or other financial institution of
the shares, which the broker-dealer or other financial institution may resell
pursuant to this prospectus, or enter into transactions in which a broker-dealer
makes purchases as a principal for resale for its own account or through other
types of transactions.

         In connection with their sales, a selling stockholder and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares may be deemed to be underwriting discounts or commissions
under the Securities Act. A selling stockholder who is deemed to be an
"underwriter" within the meaning of Section 2(a)(11) of the Securities Act will
be subject to the prospectus delivery requirements of the Securities Act. The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Exchange Act and the rules and


                                       28
<PAGE>
regulations thereunder, including, without limitation, Regulation M. Regulation
M may limit the timing of purchases and sales of shares of our common stock by
the selling stockholders and any other person. Furthermore, Regulation M may
restrict, for a period of up to five business days prior to the commencement of
the distribution, the ability of any person engaged in a distribution of shares
of our common stock to engage in market-making activities with respect to these
shares. All of the foregoing may affect the marketability of shares of our
common stock and the ability of any person or entity to engage in market-making
activities with respect to shares of our common stock.

         To the extent required, the shares to be sold, the names of the persons
selling the shares, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.

         We are bearing all of the fees and expenses relating to the
registration of the shares of common stock. Any underwriting discounts,
commissions or other fees payable to broker-dealers or agents in connection with
any sale of the shares will be borne by the selling stockholders. In order to
comply with certain states' securities laws, if applicable, the shares may be
sold in such jurisdictions only through registered or licensed brokers or
dealers. In certain states, the shares may not be sold unless the shares have
been registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained and complied with.
Sales of the shares must also be made by the selling stockholders in compliance
with all other applicable state securities laws and regulations.

         In addition to any shares sold hereunder, selling stockholders may sell
shares of common stock in compliance with Rule 144. There is no assurance that
the selling stockholders will sell all or a portion of the stock being offered
hereby.

         The selling stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities in connection with the offering of the shares arising under
the Securities Act.

         We have notified the selling stockholders of the need to deliver a copy
of this prospectus in connection with any sale of the shares.





                                       29
<PAGE>
                                  LEGAL MATTERS

         Weil, Gotshal & Manges LLP, New York, New York will pass upon the
validity of the common stock offered hereby.


                                     EXPERTS

         Ernst & Young LLP, independent registered public accounting firm, has
audited NextWave Wireless Inc.'s consolidated financial statements and schedule
at December 30, 2006 and December 31, 2005, and for the fiscal year ended
December 30, 2006 and the period from April 13, 2005 (inception) to December 31,
2005, as set forth in their report. We have incorporated by reference NextWave
Wireless Inc.'s consolidated financial statements and schedule in the prospectus
and elsewhere in the registration statement in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.






















                                       30
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:

          o    The Company's Annual Report on Form 10-K for the year ended
               December 30, 2006, filed with the Commission on March 30, 2007;

          o    The Company's Current Reports on Form 8-K, filed with the
               Commission on January 3, 2007, March 26, 2007 and April 12, 2007;
               and

          o    The description of NextWave Wireless Inc.'s Common Stock
               contained in the Company's post-effective amendment No.1 to the
               registration on Form S-1, filed with the SEC on April 23, 2006.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and prior to the filing of a post-effective amendment
hereto, which indicates that all securities hereunder have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Copies of these documents are not required to be
filed with this Registration Statement, and nothing in this Registration
Statement shall be deemed to incorporate information furnished but not filed
with the Commission.

         The Company will provide without charge to each participant of the
Plans a copy of any or all information that has been incorporated herein by
reference (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
such information) upon the written or oral request of such person directed to
the Vice President of the Company at its offices at 75 Holly Hill Lane,
Greenwich, CT 06830, telephone (203) 742-2539.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") permits
Registrant's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action, suit, or proceeding in which such
person is made a party by reason of his or her being or having been a director,
officer, employee, or agent of us, or serving or having served, at our request,
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
statute provides that indemnification pursuant to its provisions is not


                                       31
<PAGE>
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

         As permitted by Section 102(b)(7) of the DGCL, Article VII of
Registrant's Certificate of Incorporation limits the liability of its directors
and officers for any loss, claim or damage incurred by reason of any act or
omission performed or omitted by such person on Registrant's behalf and in good
faith and in a manner reasonably believed to be within the scope of the
authority conferred on such person by Registrant's bylaws. Registrant will
advance the costs incurred by or on behalf of any director or officer in
connection with any indemnified loss within 20 days after Registrant receives a
detailed statement providing reasonable documentation of such costs and
providing a written undertaking stating that such person will repay all advanced
costs if it is later determined that such individual was entitled to
indemnification by Registrant. We believe that the limitation of liability
provision in Registrant's by-laws will facilitate its ability to continue to
attract and retain qualified individuals to serve as directors and officers.

         However, pursuant to Section 102(b)(7) of the DGCL, a director or
officer will be liable for any act or omission (i) not performed or omitted in
good faith or which such person did not reasonably believe to be in Registrant's
best interests or which involved intentional misconduct or knowing violation of
the law or (ii) from which such person received an improper personal benefit.
The provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

         At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of Registrant in which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

 ITEM 8. EXHIBITS.

      EXHIBIT NO.   DESCRIPTION
      -----------   -----------

         4.1   -    Specimen common stock certificate (incorporated by reference
                    to Exhibit 4.1 to the Company's Registration Statement on
                    Form S-4/A filed November 7, 2006)

         4.2   -    Warrant Agreement, dated as of July 17, 2006, among NextWave
                    Wireless Inc. and the Holders listed on Schedule I thereto
                    (incorporated by reference to Exhibit 4.2 to the Current
                    Report on Form 8-K of NextWave Wireless LLC filed July 21,
                    2006 (the "July 21, 2006 Form 8-K"))

         4.3   -    Registration Rights Agreement, dated as of July 17, 2006,
                    among NextWave Wireless Inc. and the Purchasers listed on
                    Schedule I thereto (incorporated by reference to Exhibit 4.3
                    to the July 21, 2006 Form 8-K)

         5     -    Opinion of Weil, Gotshal & Manges LLP*

         23.1  -    Consent of Ernst & Young LLP, Independent Registered Public
                    Accounting Firm*

         23.2  -    Consent of Weil, Gotshal & Manges LLP (included in its
                    opinion which appears as Exhibit 5 to this Registration
                    Statement)*

                                       32
<PAGE>
         24    -    Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference)*

         99.1  -    NextWave Wireless Inc. 2005 Stock Incentive Plan
                    (incorporated by reference to Exhibit 99.1 of the
                    Post-Effective Amendment No.1 to the Form S-8, filed January
                    18, 2007)*

         99.2  -    Amendment No.1 to NextWave Wireless Inc. 2005 Stock
                    Incentive Plan (incorporated by reference to Annex A of the
                    Company's Proxy Statement for the 2007 Annual Meeting of
                    Stockholders, filed on April 19, 2007)*

         99.3  -    CYGNUS Communications, Inc. 2004 Stock Option Plan
                    (incorporated by reference to Exhibit 10.3 to the Form 10)*

         99.4  -    PacketVideo Corporation 2005 Equity Incentive Plan
                    (incorporated by reference to Exhibit 10.2 to the
                    Registration Statement of NextWave Wireless LLC Form 10
                    filed on May 1, 2006)*

         99.5  -    NextWave Wireless Inc. 2007 New Employee Stock Incentive
                    Plan*

         99.6  -    Nextwave Wireless Inc. 2007 New Employee Stock Incentive
                    Option Award Agreement*

         99.7  -    GO Networks, Inc. Employee Stock Bonus Plan*

         -------------

         * Filed herewith or incorporated by reference


ITEM 9.  UNDERTAKINGS

        (a)     The undersigned Registrant hereby undertakes:

                (1)     to file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement;

                        (i)     to include any prospectus required by Section
                                10(a)(3) of the Securities Act of 1933;

                        (ii)    to reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement; and

                        (iii)   to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a
                post-effective amendment by the foregoing paragraphs is
                contained in periodic reports filed with or furnished to the
                Securities and Exchange Commission by the Registrant pursuant to
                Section 13 or Section 15(d) of the Securities Exchange Act of
                1934 that are incorporated by reference in the Registration
                Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new Registration
                        Statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.


                                       33
<PAGE>
        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the Registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 that is incorporated by reference in the Registration
                Statement shall be deemed to be a new Registration Statement
                relating to the securities offered therein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the Registrant pursuant to the
                foregoing provisions, or otherwise, the Registrant has been
                advised that in the opinion of the Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the Securities Act of 1933 and is, therefore,
                unenforceable. In the event that a claim for indemnification
                against such liabilities (other than the payment by the
                Registrant of expenses incurred or paid by a director, officer
                or controlling person of the Registrant in the successful
                defense of any action, suit or proceeding) is asserted by such
                director, officer or controlling person in connection with the
                securities being registered, the Registrant will, unless in the
                opinion of its counsel the matter has been settled by
                controlling precedent, submit to a court of appropriate
                jurisdiction the question whether such indemnification by it is
                against public policy as expressed in the Securities Act of 1933
                and will be governed by the final adjudication of such issue.









                                       34
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of New York, State of New York, on this 1st day of May,
2007.

                                       NEXTWAVE WIRELESS INC.

                                       By: /s/ Frank A. Cassou
                                           -------------------------------------
                                           Frank A. Cassou
                                           Executive Vice President - Corporate
                                           Development and Chief Legal Counsel,
                                           Secretary



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints each of Frank A. Cassou, George C. Alex and Roseann Rustici, or any of
them, each acting alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, to sign this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
any such attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
             SIGNATURE                                   TITLE                                 DATE
-----------------------------------  ---------------------------------------------        --------------
<S>                                  <C>                                                  <C>
                                     Chairman of the Board of Directors, Chief            May 1, 2007
                                     Executive Officer and President
/s/ Allen Salmasi                    (Principal Executive Officer)
-----------------------------------
Allen Salmasi


                                     Executive Vice President - Chief Financial           May 1, 2007
/s/ George C. Alex                   Officer (Principal Financial Officer)
-----------------------------------
George C. Alex

                                     Senior Vice President - Corporate Controller         May 1, 2007
/s/ Fran J. Harding                  (Principal Accounting Officer)
-----------------------------------
Fran J. Harding


/s/ Frank A. Cassou                  Director                                             May 1, 2007
-----------------------------------
Frank A. Cassou


                                      S - 1
<PAGE>
/s/ Kevin M. Finn                    Director                                             May 1, 2007
-----------------------------------
Kevin M. Finn


/s/ Douglas F. Manchester            Director                                             May 1, 2007
-----------------------------------
Douglas F. Manchester


/s/ Jack Rosen                       Director                                             May 1, 2007
-----------------------------------
Jack Rosen


/s/ Robert T. Symington              Director                                             May 1, 2007
-----------------------------------
Robert T. Symington


/s/ William H. Webster               Director                                             May 1, 2007
-----------------------------------
William H. Webster

</TABLE>



                                      S - 2
<PAGE>
                                  EXHIBIT INDEX

      EXHIBIT NO.   DESCRIPTION
      -----------   -----------

         4.1   -    Specimen common stock certificate (incorporated by reference
                    to Exhibit 4.1 to the Company's Registration Statement on
                    Form S-4/A filed November 7, 2006)

         4.2   -    Warrant Agreement, dated as of July 17, 2006, among NextWave
                    Wireless Inc. and the Holders listed on Schedule I thereto
                    (incorporated by reference to Exhibit 4.2 to the Current
                    Report on Form 8-K of NextWave Wireless LLC filed July 21,
                    2006 (the "July 21, 2006 Form 8-K"))

         4.3   -    Registration Rights Agreement, dated as of July 17, 2006,
                    among NextWave Wireless Inc. and the Purchasers listed on
                    Schedule I thereto (incorporated by reference to Exhibit 4.3
                    to the July 21, 2006 Form 8-K)

         5     -    Opinion of Weil, Gotshal & Manges LLP*

         23.1  -    Consent of Ernst & Young LLP, Independent Registered Public
                    Accounting Firm*

         23.2  -    Consent of Weil, Gotshal & Manges LLP (included in its
                    opinion which appears as Exhibit 5 to this Registration
                    Statement)*

         24    -    Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference)*

         99.1  -    NextWave Wireless Inc. 2005 Stock Incentive Plan
                    (incorporated by reference to Exhibit 99.1 of the
                    Post-Effective Amendment No.1 to the Form S-8, filed January
                    18, 2007)*

         99.2  -    Amendment No.1 to NextWave Wireless Inc. 2005 Stock
                    Incentive Plan (incorporated by reference to Annex A of the
                    Company's Proxy Statement for the 2007 Annual Meeting of
                    Stockholders, filed on April 19, 2007)*

         99.3  -    CYGNUS Communications, Inc. 2004 Stock Option Plan
                    (incorporated by reference to Exhibit 10.3 to the Form 10)*

         99.4  -    PacketVideo Corporation 2005 Equity Incentive Plan
                    (incorporated by reference to Exhibit 10.2 to the
                    Registration Statement of NextWave Wireless LLC Form 10
                    filed on May 1, 2006)*

         99.5  -    NextWave Wireless Inc. 2007 New Employee Stock Incentive
                    Plan*

         99.6  -    Nextwave Wireless Inc. 2007 New Employee Stock Incentive
                    Option Award Agreement*

         99.7  -    GO Networks, Inc. Employee Stock Bonus Plan*

         -------------

         * Filed herewith or incorporated by reference
[{"type": "S-8", "sequence": "1", "filename": "mv4-30_s8pos2.txt", "secsgml_size_bytes": 138209}]
{"company-data": {"conformed-name": "NextWave Wireless Inc.", "cik": "0001374993", "assigned-sic": "3663", "irs-number": "205361360", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-142542", "film-number": "07809225"}, "business-address": {"street1": "12670 HIGH BLUFF DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92130", "phone": "858 480-3100"}, "mail-address": {"street1": "12670 HIGH BLUFF DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92130"}}
As filed with the Securities and Exchange Commission on May 2, 2007

                                                     Registration No. 333-139169
                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                         POST-EFFECTIVE AMENDMENT NO. 2
                       TO FORM S-8 REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                             NEXTWAVE WIRELESS INC.
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                      20-5361360
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             12670 HIGH BLUFF DRIVE
                               SAN DIEGO, CA 92130

                    (Address of Principal Executive Offices)

                NEXTWAVE WIRELESS INC. 2005 STOCK INCENTIVE PLAN
               CYGNUS COMMUNICATIONS, INC. 2004 STOCK OPTION PLAN
               PACKETVIDEO CORPORATION 2005 EQUITY INCENTIVE PLAN
          NEXTWAVE WIRELESS INC. 2007 NEW EMPLOYEE STOCK INCENTIVE PLAN
                   GO NETWORKS, INC. EMPLOYEE STOCK BONUS PLAN

                              (Full Title of Plan)

                                 FRANK A. CASSOU
    EXECUTIVE VICE PRESIDENT - CORPORATE DEVELOPMENT AND CHIEF LEGAL COUNSEL
                             12670 HIGH BLUFF DRIVE
                               SAN DIEGO, CA 92130
                                 (858) 480-3100

                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)
           ----------------------------------------------------------
                                   Copies to:
                             MARITA A. MAKINEN, ESQ.
                            WEIL GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                Proposed           Proposed
                                Amount to be     Maximum            Maximum          Amount of
   Title of Each Class of        Registered   Offering Price   Aggregate Offering   Registration
Securities to be Registered        (1)(2)      Per Share(3)         Price(3)           Fee(4)
----------------------------------------------------------------------------------------------------
Common stock, $0.001 par value   32,568,516       $10.04          $171,656,125.65      $5,269.84
====================================================================================================

(1)  The number of shares being registered under this registration statement
     represents 18,026,316 additional shares of common stock of NextWave
     Wireless Inc. (the "Company") to be issued under each of the following
     plans: (i) 15,000,000 shares issuable, subject to stockholder approval,
     under the NextWave Wireless Inc. 2005 Stock Incentive Plan, as amended (the
     "2005 Stock Incentive Plan"), (ii) 2,500,000 shares issuable under the
     NextWave Wireless Inc. 2007 New Employee Stock Incentive Plan (the "2007
     Stock Incentive Plan") and (iii) 526,316 shares issuable under the GO
     Networks Inc. Employee Stock Bonus Plan (the "GO Plan" and together with
     the 2007 Stock Plan and the amendment to the 2005 stock Incentive Plan, the
     "New Plans"). Pursuant to Rule 429(b) under the Securities Act of 1933, as
     amended (the "Securities Act"), the 32,568,516 shares of common stock of
     the Company being registered hereunder also includes: (i) 12,708,867 shares
     of common stock issued or to be issued pursuant to the 2005 Stock Incentive
     Plan and the CYGNUS Communications, Inc. 2004 Stock Option Plan (the
     "Cygnus Plan") that were previously registered on Form S-8 filed by the
     Company with the Securities and Exchange Commission (the "SEC") on December
     7, 2006 (registration statement No. 333-139169) and (ii) 1,833,333 shares
     of common stock issued or to be issued pursuant to the PacketVideo
     Corporation 2005 Equity Incentive Plan (the "PacketVideo Plan" and together
     with the New Plans and the Cygnus Plan and the 2005 Stock Incentive Plan,
     the "Plans") that were previously registered on the Post-Effective
     Amendment No. 1 to the Form S-8 filed by the Company with the SEC on
     January 18, 2007.

(2)  Pursuant to Rule 416(a) under the Securities Act, this registration
     statement covers such additional securities as may be offered or issued to
     prevent dilution resulting from stock splits, stock dividends or similar
     transactions in accordance with the terms of the Plans.

(3)  In accordance with Rule 457(h) of the Securities Act, the registration fee
     is based on the weighted average exercise price for outstanding options
     ($10.59). The registration fee for remaining shares issuable under the New
     Plans has been computed pursuant to Rules 457(h) and 457(c) based on the
     average of the high and low prices reported in the consolidated reporting
     system of the NASDAQ Global Market as of April 30, 2007 ($9.48).

(4)  In connection with the previously registered shares for issuance under the
     2005 Stock Incentive Plan, the CYGNUS Plan and the PacketVideo Plan, the
     registrant paid an aggregate fee of $10,747.45, a portion of which is being
     attributable to the shares being carried forward in a combined reoffer
     prospectus being filed herewith (to the extent that there are or may be
     control securities) pursuant to Rule 429(b) under the Securities Act. In
     connection with this registration statement, the registrant is paying a fee
     solely on the 18,026,316 additional shares of the registrant's common stock
     being registered.

As permitted by Rule 429 under the Securities Act, the prospectus filed together
with this registration statement on Form S-8 is a combined resale prospectus
which shall be deemed post-effective amendment No. 2 to the registrant's
registration statement on Form S-8 numbered 333-139169, as amended.

====================================================================================================
EXPLANATORY NOTE

         This registration statement on Form S-8 of NextWave Wireless Inc. (this
"Registration Statement") has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
to register up to 18,026,316 shares of our common stock, par value $0.001 per
share (the "Common Stock"), to be issued to participants in each of the
following plans: (i) 15,000,000 shares of Common Stock issuable, subject to
stockholder approval, under the NextWave Wireless Inc. 2005 Stock Incentive
Plan, as amended (the "2005 Stock Incentive Plan"), (ii) 2,5000,000 shares of
Common Stock issuable under the NextWave Wireless Inc. 2007 New Employee Stock
Incentive Plan (the "2007 Stock Incentive Plan"), and (iii) 526,316 shares of
Common Stock issuable under the GO Networks Inc. Employee Stock Bonus Plan (the
"GO Plan"). This Registration Statement also includes up to (i) 12,708,867
shares of Common Stock issued or issuable pursuant to the 2005 Stock Incentive
Plan and the CYGNUS Communications, Inc. 2004 Stock Option Plan (the "CYGNUS
Plan") that were previously registered on Form S-8 (registration statement No.
333-139169) filed with the Securities and Exchange Commission (the "SEC") on
December 7, 2006 and (ii) 1,833,333 shares of Common Stock issued or issuable
under the PacketVideo Corporation 2005 Equity Incentive Plan (the "PacketVideo
Plan") that were previously registered on the Post-Effective Amendment No.1 to
the Form S-8 (registration statement No. 333-139169) filed with the SEC on
January 18, 2007. The 2005 Stock Incentive Plan, the CYGNUS Plan, the
PacketVideo Plan, the 2007 Stock Incentive Plan and the GO Plan are collectively
referred to as the "Plans". Pursuant to Rule 429(b) under the Securities Act,
this Registration Statement, which is a new registration statement, also
constitutes Post-Effective Amendment No. 2 to registration statement on Form S-8
(registration statement No. 333-139169).

         This Registration Statement includes the registration for reoffer and
resale of up to 32,568,516 shares of our Common Stock that may be acquired in
the future under this Registration Statement by participants in the Plans who
are our "affiliates" as such term is defined in Rule 405 under the Securities
Act of 1933, which shares constitute "control securities" as such term is
defined in General Instruction C to Form S-8.

         The materials that follow Part I and precede Part II of this
Registration Statement constitute a reoffer prospectus. The reoffer prospectus
filed as part of this Registration Statement on Form S-8, has been prepared in
accordance with the requirements of Part I of Form S-3, in accordance with
General Instruction C of Form S-8 and pursuant to Rule 429(a) and is a combined
prospectus which also relates to the 14,542,200 shares of Common Stock
registered on the registration statement No. 333-139169. As specified in General
Instruction C of Form S-8, until we meet the registrant requirements for the use
of Form S-3, the amount of securities to be reoffered or resold under the
reoffer prospectus by each selling stockholder and any other person with whom he
or she is acting in concert for the purpose of selling our securities, may not
exceed, during any three-month period, the amount specified in Rule 144(e).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of this Registration Statement (the "Part I
Information") in respect of the Plans will be sent or given to participants in
such plans as specified by Rule 428(b)(i) under the Securities Act. The
documents made available to the Plans participants are not required to be, and
are not being, filed by NextWave Wireless Inc. with the Securities and Exchange
Commission (the "SEC"), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. Such documents, together with the documents incorporated by reference
herein pursuant to Item 3 of Part II of this Registration Statement, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Throughout this Registration Statement, the words "NextWave Wireless," "we,"
"us," the "Company," and "our" refer to NextWave Wireless Inc. and its
consolidated subsidiaries.

                                       1
REOFFER PROSPECTUS

                                32,568,516 Shares

                             NEXTWAVE WIRELESS INC.

                                  Common Stock

                          ----------------------------

         This reoffer prospectus covers the reoffer and resale of up to
32,568,516 shares of our common stock, par value $0.001 per share (the "Common
Stock"), issued or to be issued to participants in each of the following plans:
(i) the NextWave Wireless Inc. 2005 Stock Incentive Plan, as amended (the "2005
Stock Incentive Plan"); (ii) the CYGNUS Communications, Inc. 2004 Stock Option
Plan (the "CYGNUS Plan"); (iii) the PacketVideo Corporation 2005 Equity
Incentive Plan (the "PacketVideo Plan"); (iv) the NextWave Wireless Inc. 2007
New Employee Stock Incentive Plan (the "2007 Stock Incentive Plan") and (v) the
GO Networks Inc. Employee Stock Bonus Plan (the "GO Plan") (collectively, the
"Plans"). We originally registered 12, 708,867 shares of Common Stock for
issuance or delivery under the 2005 Stock Incentive Plan and the CYGNUS Plan
under the Company's Form S-8 registration statement (registration statement No.
333-139169), filed with the SEC on December 7, 2006 and an additional 1,833,333
shares of Common Stock for issuance and delivery under the PacketVideo Plan
under the Company's Post-Effective Amendment No. 1 to our registration statement
on Form S-8 (registration statement No. 333-139169), filed with the SEC on
January 18, 2007. On March 21, 2007, a wholly owned subsidiary of ours merged
with and into GO Networks, Inc. (the "Merger"), and, as a result of the Merger,
GO Networks, Inc. ("GO") became our wholly owned subsidiary. In connection with
the Merger, we agreed to establish the GO Plan, which is an employee retention
stock pool having an aggregate value of $5 million. In addition, on March 26,
2007, our Board of Directors adopted, approved and authorized the New Employee
Incentive Plan, which provides compensatory equity grants to our new hires,
including employees who join in connection with acquisitions, for the purpose of
inducing such persons to enter into an employment relationship with us. Finally,
on April 11, 2007, our board of directors amended our 2005 Stock Incentive Plan
to increase by 15,000,000 the number of shares of Common Stock with respect to
which awards may be granted under the plan, subject to our stockholder approval.

         INVESTING IN OUR COMMON STOCK INVOLVES RISKS.  SEE "RISK FACTORS" ON
PAGE 8.

         Our Common Stock is traded on the NASDAQ Global Market under the ticker
symbol "WAVE". On April 27, 2007, the last reported sale price of our Common
Stock was $9.45 per share.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.

                   The date of this prospectus is May 2, 2007.

                                       2
--------------------

                                TABLE OF CONTENTS

                                                                       PAGE

WHERE YOU CAN FIND MORE INFORMATION.................................    4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................    4
PROSPECTUS SUMMARY..................................................    5
RISK FACTORS........................................................    8
FORWARD-LOOKING STATEMENTS..........................................   24
USE OF PROCEEDS.....................................................   25
SELLING STOCKHOLDERS................................................   26
PLAN OF DISTRIBUTION................................................   28
LEGAL MATTERS.......................................................   30
EXPERTS.............................................................   30

                              --------------------

         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS
DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE
INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.

         The NextWave logo is our trademark. Other service marks, trademarks and
trade names referred to in this prospectus are the property of their respective
owners. As indicated in this prospectus, we have included market data and
industry forecasts that were obtained from industry publications.

                                       3
WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, under those
requirements, we file reports and other information with the Securities and
Exchange Commission (the "SEC"). The SEC maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants, including our company, that file electronically with the
SEC. The SEC's website address is www.sec.gov. In addition, our filings with the
SEC may be inspected and copied at the public reference facilities of the SEC
located at 100 F. Street NE, Room 1580, Washington, DC 20549; and at the SEC's
regional offices at 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036,
and at 3 World Financial Center, Room 4300, New York, NY 10281. Copies of our
filings may also be obtained upon request and payment of the appropriate fee
from the Public Reference Room of the SEC located at 100 F. Street NE, Mail Stop
5100, Washington, DC 20549. The public may obtain information on the operation
of the SEC's public reference facilities by calling the SEC at (202) 551-8300.

         You may also obtain a copy of any of our filings from us, at no cost,
by writing or telephoning us at:

                             NextWave Wireless Inc.
                             12670 High Bluff Drive
                               San Diego, CA 92130
                                 (858) 480-3100

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We hereby incorporate by reference into this reoffer prospectus the
following documents filed with the SEC:

     o    Our Annual Report on Form 10-K for the year ended December 30, 2006,
          filed with the SEC on March 30, 2007;

     o    Our Current Reports on Form 8-K, filed with the SEC on January 3,
          2007, March 26, 2007 and April 12, 2007; and

     o    The description of our Common Stock contained in the post-effective
          amendment No. 1 to the registration statement on Form S-1, filed with
          the SEC on April 23, 2007.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
the registration statement including this reoffer prospectus which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall also be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents.

                                       4
PROSPECTUS SUMMARY

         This summary highlights key information contained elsewhere in, or
incorporated by reference into, this prospectus. It may not contain all of the
information that is important to you. You should read the entire prospectus,
including "Risk Factors," our consolidated financial statements and the related
notes thereto incorporated by reference into this prospectus and the other
documents incorporated by reference into this prospectus or to which this
prospectus refers, before making an investment decision. In this prospectus, the
terms "NextWave," "we," "our" and "us" refer to NextWave Wireless Inc. and its
subsidiaries.

                                   OUR COMPANY

         We are an early-stage wireless technology company that develops
next-generation mobile broadband and wireless multimedia products and
technologies. Our products and technologies are designed to make wireless
broadband faster, more reliable and more affordable. At present, our customers
include many of the largest mobile handset and wireless service providers in the
world.

         We believe that wireless broadband represents the next logical step in
the evolution of the Internet and that consumer demand for fully-mobile,
wireless broadband service will transform the global wireless communications
industry from one driven primarily by circuit-switched voice to one driven by
IP-based broadband connectivity. Our business activities are focused on
developing products, technologies and network solutions that provide consumers
and businesses with affordable, high-speed, mobile access to the information and
multimedia content they want.

                                  OUR BUSINESS

         Our wireless broadband products and technologies are developed and
marketed through our operating subsidiaries, each of which is focused on
specific and critical links in the global mobile broadband ecosystem:

         NextWave Broadband Inc. - A family of mobile broadband semiconductor
         products and network components based on WiMAX and Wi-Fi technologies,
         terminal device reference designs and network implementation services;

         PacketVideo Corporation - Multimedia software applications for wireless
         handsets and other converged mobile devices; and

         GO Networks, Inc. - Carrier-class, wide-area, mobile Wi-Fi systems.

         NEXTWAVE BROADBAND INC . Our Advanced Technology Group, a division of
NextWave Broadband Inc., is developing a family of mobile broadband
semiconductor products based on WiMAX and Wi-Fi technologies, including
multi-band RF chips and high-performance, digital baseband WiMAX chips. In
addition, our Advanced Technology Group is developing wireless network
components and a family of handset and media player reference designs to
highlight the features of the Company's subscriber station semiconductor
products. The primary design objectives of the Advanced Technology Group's
products and technologies, which are intended to be sold or licensed to network
infrastructure vendors, device manufacturers and service providers worldwide,
are:

     o    Improve the performance and economics of WiMAX and Wi-Fi networks and
          enhance their ability to cost-effectively handle the large volume of
          network traffic associated with bandwidth-intensive multimedia
          applications such as mobile television, video-on-demand, streaming
          hi-fidelity audio, two-way video telephony and real-time gaming;

     o    Improve the performance, power consumption and cost characteristics of
          mobile broadband enabled subscriber terminals;

     o    Improve the degree of interoperability and integration between Wi-Fi
          and WiMAX systems for both Local Area Networks (LANs) and Wide Area
          Networks (WANs);

                                       5
o    Improve the efficiency, cost and performance of video and audio
          broadcast applications over WiMAX networks; and

     o    Improve service provider economics and roaming capabilities by
          enabling WiMAX networks and WiMAX enabled devices to seamlessly
          operate across multiple frequency bands including the use of certain
          unlicensed bands.

         Through our Network Solutions Group, also a division of NextWave
Broadband, we intend to offer service provider customers a full array of network
services, including RF and core network design services, network implementation
and management services and back-office service solutions. To demonstrate the
capabilities of our network service capabilities and our wireless broadband
products, the Network Solutions Group is implementing a mobile WiMAX/Wi-Fi test
site in Henderson, Nevada. We intend to utilize this test site to demonstrate
our technical and product capabilities to wireless service providers, cable
operators, Internet service providers and media/content companies, who are
interested in deploying mobile WiMAX networks that operate on spectrum owned or
leased by the Company in the U.S. and internationally while utilizing network
and device equipment that incorporate our products and technologies. Our
spectrum footprint in the U.S. covers a population of over 248 million people,
or POPs, and includes many of the largest metropolitan areas in the country. In
addition, NextWave Wireless has acquired nationwide spectrum in Germany through
its majority-owned company, Inquam Broadband.

         PACKETVIDEO CORPORATION . Through our PacketVideo subsidiary, we supply
device-embedded multimedia software to many of the largest wireless handset
manufacturers and wireless carriers in the world, who use it to transform a
mobile phone into a feature-rich multimedia device that provides people the
ability to stream, download and play video and music, receive live TV
broadcasts, and engage in two-way video telephony. PacketVideo's software is
compatible with virtually all network technologies, including CDMA and GSM. To
date, more than 110 million PacketVideo powered phones have been shipped
worldwide by companies such as Motorola, Samsung, LGE, Sony Ericsson, and Nokia.
PacketVideo has been contracted by some of the largest carriers in the world,
such as Verizon Wireless, Vodafone, NTT DoCoMo, Orange and T-Mobile to design
and implement the embedded multimedia software capabilities contained in their
handsets.

         PacketVideo has made investments in developing and acquiring a wide
range of capabilities to provide its customers with solutions to support and
accelerate digital media convergence within the home and office via mobile
devices and consumer electronics that utilize PacketVideo's device-embedded
software and the communications protocols standardized by the Digital Living
Network AllianceTM (DLNATM). An example is PacketVideo's network-based
PacketVideo ExperienceTM platform that provides for content search, discovery,
organization and content delivery/sharing between devices connected to a private
IP-based network on a one-on-one or one-to-many basis, PacketVideo's patented
Digital Rights Management (DRM) capability, already serving many carriers
globally, further provides for a flexible solution that protects the multimedia
content used or shared by PacketVideo-enabled devices. We expect that the
continued growth in global shipments of high-end handsets with multimedia
capabilities, increasing demand for home/office digital media convergence, and
the acceleration of global deployments of mobile broadband enabled networks will
substantially expand the opportunity for PacketVideo to license its suite of
multimedia software solutions to handset and consumer electronic device
manufacturers, and service providers. In addition, we intend to leverage
PacketVideo's established market presence and unique software expertise to be a
leading global provider of the next generation of device-embedded software
modules needed for the efficient capture, transmission and manipulation of
multimedia content by fourth generation (4G) wireless broadband mobile devices.

         GO NETWORKS, INC . Through our GO Networks subsidiary, which we
acquired in February 2007, we offer carrier-class mobile Wi-Fi network systems
to commercial and municipal service providers worldwide. By utilizing advanced
xRF(TM) adaptive beamforming smart antenna technology and a cellular-mesh Wi-Fi
architecture, the GO Networks system is designed to deliver superior Wi-Fi
coverage, performance, and economics and provide service providers with a
cost-effective solution to support bandwidth-intensive mobile broadband services
such as video streaming, real-time gaming, web browsing, and other types of
multimedia applications on a wide-area basis.

                                       6
We believe the breadth of products, technologies, spectrum assets and
services offered by our various subsidiaries represents a unique platform to
provide advanced wireless broadband solutions to the market. While our
subsidiaries are intended to be operated as stand-alone businesses, we also
expect them to provide synergistic value to each other and collectively drive
accelerated market penetration and share of the wireless broadband market for
the Company.

                              OUR EXECUTIVE OFFICES

         We are a Delaware corporation. Our principal executive officers are
located at 12670 High Bluff Drive, San Diego, CA 92130, and our telephone number
is (858) 480-3100. We also have a website located at www.nextwave.com. The
information that appears on our website is not a part of, and is not
incorporated into, this prospectus.

                                       7
RISK FACTORS

         Our business involves a high degree of risk. You should carefully
consider the following risks together with all of the other information
contained in this registration statement before making a future investment
decision with respect to our securities. If any of the following risks actually
occurs, our business, financial condition and results of operations could be
materially adversely affected, and the value of our securities could decline.

                         RISKS RELATING TO OUR BUSINESS

WE ARE AN EARLY-STAGE COMPANY AND HAVE LIMITED RELEVANT OPERATING HISTORY AND A
HISTORY OF LOSSES.

         We emerged from our reorganization in April 2005 with a new business
plan and have made several recent acquisitions and investments. As a result, we
are at an early stage of our development and have had a limited relevant
operating history and, consequently, limited historical financial information.
Other than through our PacketVideo business, which we acquired in July 2005, we
have never generated any material revenues and have limited commercial
operations. We are currently unable to project when our wireless broadband
products and technologies will be commercially deployed and generate revenue. In
addition, we, along with the companies we have acquired, have a history of
losses. Other than our PacketVideo business, we will not have the benefit of any
meaningful operations, and we will incur significant expenses in advance of
generating significant revenues, particularly from our WiMAX/Wi-Fi semiconductor
and network component products, and are expected to realize significant
operating losses for the next few years. We are therefore subject to all risks
typically associated with a start-up entity.

         We are in the early stages of the implementation of our business plan.
If we are not able to successfully implement all key aspects of our business
plan, including selling and/or licensing high volumes of our WiMAX/Wi-Fi
semiconductor and network component products to network operators and to device
and network equipment manufacturers, we may not be able to develop a customer
base sufficient to generate adequate revenues. If we are unable to successfully
implement our business plan and grow our business, either as a result of the
risks identified in this section or for any other reason, we may never achieve
profitability, in which event our business would fail.

WE HAVE IDENTIFIED A MATERIAL WEAKNESS IN OUR INTERNAL CONTROL OVER FINANCIAL
REPORTING, AND THE IDENTIFICATION OF ANY SIGNIFICANT DEFICIENCIES OR MATERIAL
WEAKNESSES IN THE FUTURE COULD AFFECT OUR ABILITY TO ENSURE TIMELY AND RELIABLE
FINANCIAL REPORTS.

         In connection with our close process and the audit of the consolidated
financial statements for the year ended December 30, 2006, our management
concluded that a material weakness existed relating to revenue recognition
pursuant to software contracts of PacketVideo. The Company's failure to
correctly apply software revenue recognition principles resulted from a lack of
a sufficient number of employees with appropriate levels of knowledge, expertise
and training in the application of generally accepted accounting principles
relevant to software revenue recognition. As a public company, our systems of
internal controls over financial reporting are required to comply with the
standards adopted by the SEC and the Public Company Accounting Oversight Board
(the "PCAOB"). Both regulators currently define a material weakness as a single
deficiency, or combination of deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. We believe we have taken measures
to remedy the material weakness, some of which are still in progress. For a
discussion of our internal control over financial reporting and a description of
the identified material weakness and the related remedial measures, see Item 9A
in our Annual Report on Form 10-K, filed with the SEC on March 30, 2007.

         We will be required to make our first annual certification on our
internal controls over financial reporting in our Annual Report for the fiscal
year ended December 29, 2007. In preparing for such certification, we are
presently evaluating our internal controls for compliance with applicable SEC
and PCAOB requirements. We have identified that a material weakness exists
related to revenue recognition in our PacketVideo subsidiary. We also may
identify additional areas requiring improvement and may be required to design
enhanced processes and controls to address issues identified through this
review. This could result in significant delays and cost to us and require us to
divert substantial resources, including management time, from other activities.
We have commenced a review of our existing internal control structure and plan
to hire additional personnel. Although our review is not complete, we have taken

                                       8
steps to improve our internal control structure by hiring dedicated, internal
compliance personnel to analyze and improve our internal controls, to be
supplemented periodically with outside consultants as needed. However, if we
fail to achieve and maintain the adequacy of our internal controls, we may not
be able to conclude that we have effective internal controls over financial
reporting as of the end of our fiscal year 2007. Moreover, although our
management will continue to review and evaluate the effectiveness of our
internal controls, we can give you no assurance that there will be no material
weaknesses in our internal control over financial reporting. We may in the
future have material weaknesses or other control deficiencies in our internal
control over financial reporting as a result of our controls becoming inadequate
due to changes in conditions, the degree of compliance with our internal control
policies and procedures deteriorating, or for other reasons. If we have
significant deficiencies or material weaknesses or other control deficiencies in
our internal control over financial reporting, our ability to record, process,
summarize and report financial information within the time periods specified in
the rules and forms of the SEC will be adversely affected. This failure could
materially and adversely impact our business, our financial condition and the
market value of our securities.

IF WE FAIL TO EFFECTIVELY MANAGE GROWTH IN OUR BUSINESS, OUR ABILITY TO DEVELOP
AND COMMERCIALIZE OUR PRODUCTS WILL BE ADVERSELY AFFECTED.

         Our business and operations have expanded rapidly since the completion
of our reorganization in April 2005. For example, from April 13, 2005 through
March 28, 2007, the number of our employees has increased from 50 to 662 as a
result of organic growth and acquisitions. We acquired GO Networks in February
2007, CYGNUS Communications in February 2006 and PacketVideo in July 2005 and we
are still in the process of integrating these businesses. In addition, we have
recently announced the signing of an agreement to acquire all of the outstanding
capital stock of IPWireless. To support our expanded research and development
activities for our mobile broadband business and the growth in our PacketVideo
business, we must continue to successfully hire, train, motivate and retain our
employees. We expect that significant further expansion of our operations and
employee base will be necessary. In addition, in order to manage our expanded
operations, we will need to continue to expand our management, operational and
financial controls and our reporting systems and procedures. We will also need
to retain management, key employees and business partners of PacketVideo, GO and
CYGNUS. All of these measures will require significant expenditures and will
demand the attention of management. Failure to fulfill any of the foregoing
requirements could result in our failure to successfully manage our intended
growth and development, and successfully integrate PacketVideo, GO and CYGNUS,
which would adversely affect our ability to develop and commercialize our
products and achieve profitability.

WE OPERATE IN AN EXTREMELY COMPETITIVE ENVIRONMENT WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR ABILITY TO WIN MARKET ACCEPTANCE OF OUR PRODUCTS AND
ACHIEVE PROFITABILITY.

         We operate in an extremely competitive market and we expect such
competition to increase in the future. Set forth below is a brief description of
the competitive environment for NextWave Broadband, PacketVideo and GO Networks:

         NextWave Broadband - As providers of mobile broadband products and
technologies based on WiMAX and Wi-Fi standards, we will be competing with well
established, international companies that are engaged in the development,
manufacture and sale of products and technologies that support alternative
wireless standards such as GSM, CDMA2000 and UMTS. Companies that support these
alternative wireless technologies include well established industry leaders such
as Alcatel, Ericsson, Huawei, LGE, Lucent, Motorola, Nokia, Nortel, QUALCOMM,
Samsung and Siemens.

         In addition, we will be competing with numerous companies that are
currently developing or marketing WiMAX products and technologies including
Beceem, Fujitsu, Intel, Motorola, Nortel, RunCom, Samsung, Sequans and WaveSat.
Some of these companies have significantly greater financial, technical
development, and marketing resources than we do, are already marketing
commercial WiMAX semiconductor products, and have established a significant time
to market advantage. These companies are also our potential customers and
partners and may not be available to us if they develop competing products. In
addition, we expect additional competition to emerge in the WiMAX semiconductor
and components market including well-established companies such as Samsung and
Broadcom.

                                       9
PacketVideo - At present, the primary competitors for PacketVideo's
multimedia software products are the internal multimedia design teams at the OEM
handset manufacturers to whom PacketVideo markets its products and services.
Importantly, these OEMs represent some of PacketVideo's largest customers. In
addition several companies, including Flextronics/Emuzed, Hantro, Nextreaming,
Philips Software, Sasken and Thin Multimedia also currently provide software
products and services that directly or indirectly compete with PacketVideo. As
the market for embedded multimedia software evolves, we anticipate that
additional competitors may emerge including Apple Computer, Real Networks and
OpenWave.

         GO Networks - GO Networks competition ranges from small and medium size
companies such as Tropos Networks, Strix Systems, and Belair Networks to
large-scale systems suppliers such as Cisco, Motorola, and Nortel. Many of GO
Networks' competitors have an established time-to-market advantage and have
sales, marketing, manufacturing, and distribution capabilities that
significantly exceed those of GO Networks.

         Some of our competitors have significantly greater financial,
technological development, marketing and other resources than we do, are already
marketing commercial products and technologies and have established a
significant time to market advantage. Our ability to generate earnings will
depend, in part, upon our ability to effectively compete with these competitors.

WE INTEND TO EXPAND OUR BUSINESS THROUGH ADDITIONAL ACQUISITIONS THAT COULD
RESULT IN DIVERSION OF RESOURCES AND EXTRA EXPENSES, WHICH COULD DISRUPT OUR
BUSINESS AND INCREASE OUR EXPENSES.

         Part of our strategy is to pursue acquisitions of and investments in
businesses and technologies to expand our business and enhance our technology
development capabilities. In addition to our CYGNUS, GO Networks and PacketVideo
acquisitions and our recently announced agreement to acquire IPWireless, we have
made investments in a number of companies including Hughes Systique and Inquam
Broadband, and anticipate future investments in other companies. The negotiation
of potential acquisitions and investments, as well as the integration of
acquired businesses or technologies, could divert our management's time and
resources. Acquired businesses and technologies may not be successfully
integrated with our products and operations. In addition, our investments,
particularly minority investments, may not give us access to new technologies or
provide us with business relationships with the other company. We may not
realize the intended benefit of any acquisition or investment. Our acquisitions
could result in substantial cash expenditures, potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities, a decrease
in our profit margins and amortization of intangibles and potential impairment
of goodwill. In addition, our investments could result in substantial cash
expenditures, fluctuations in our results of operations resulting from changes
in the value of the investments and diversion of management's time and
attention. If acquisitions disrupt our operations or if our investments are not
successful, our business, financial condition and results of operations may
suffer.

IF WIMAX TECHNOLOGY FAILS TO GAIN ACCEPTANCE, WE WILL NOT BE SUCCESSFUL IN
SELLING WIMAX PRODUCTS AND TECHNOLOGIES.

         Our business plan is reliant on the deployment and market acceptance of
mobile WiMAX networks and WiMAX enabled handsets and devices. WiMAX and the
market for WiMAX networks and services have only recently begun to develop and
are continuing to evolve. We plan to generate most of our revenue from the sale
of WiMAX products and the licensing of mobile WiMAX broadband technologies.
There are currently no mobile WiMAX networks in commercial operation and there
can be no assurance that commercial mobile WiMAX networks will prove to be
commercially viable. Mobile WiMAX will compete with several third generation
(3G) and fourth generation (4G) wireless air interface technologies that are
currently being deployed or developed to enable the delivery of mobile broadband
services to the market, including CDMA2000 and UMTS. In order for WiMAX to gain
significant market acceptance among consumers, network operators and
telecommunications service providers will need to deploy WiMAX networks.
However, many of the largest wireless telecommunications providers have made
significant expenditures in technologies that have the potential to be
competitive with WiMAX and may choose to continue to develop these technologies
rather than utilize WiMAX. Certification standards for WiMAX are controlled by
the WiMAX Forum, an industry group. Accordingly, standard setting for WiMAX is
beyond our control. If standards for WiMAX change, the commercial viability of
mobile WiMAX may be delayed or impaired and our development efforts may also be

                                       10
delayed or impaired or become more costly. The development of mobile WiMAX
networks is also dependent on the availability of spectrum. Access to spectrum
suitable for mobile WiMAX is highly competitive. We currently contemplate using
multiple frequencies for our mobile WiMAX networks. This multi-spectrum approach
is technologically challenging and will require the development of new software,
integrated circuits and equipment, which will be time consuming and expensive
and may not be successful. In order for our business to continue to grow and to
become profitable, mobile WiMAX technology and related services must gain
acceptance among consumers, who tend to be less technically knowledgeable and
more resistant to new technology or unfamiliar services. If consumers choose not
to adopt mobile WiMAX technology, we will not be successful in selling WiMAX
products and technologies and our ability to grow our business will be limited.

OUR WIRELESS BROADBAND PRODUCTS AND TECHNOLOGIES ARE IN THE EARLY STAGES OF
DEVELOPMENT AND WILL REQUIRE A SUBSTANTIAL INVESTMENT BEFORE THEY MAY BECOME
COMMERCIALLY VIABLE.

         Many of our wireless broadband products and technologies are in the
early stages of development and will require a substantial investment before
they may become commercially viable. We are currently unable to project when our
semiconductors and other wireless broadband products based on WiMAX and Wi-Fi
technologies will be commercially deployed and generate revenue. While we intend
to continue to make substantial investments in development for the foreseeable
future, it is possible that our development efforts will not be successful and
that many of our wireless broadband products and technologies will not result in
meaningful revenues. In addition, unexpected expenses and delays in development
could adversely affect our liquidity. Many of our wireless broadband products
and technologies have not been tested, even on a pre-commercial basis. Even if
our new products and technologies function when tested, they may not produce
sufficient performance and economic benefits to justify full commercial
development efforts, or to ultimately attract customers. Failure to achieve high
volume sales of our semiconductors and other wireless broadband products and
technologies will adversely affect our ability to achieve profitability.

OUR FUTURE WIMAX PRODUCTS MAY NOT RECEIVE THE CERTIFICATION WE EXPECT, WHICH MAY
AFFECT OUR ABILITY TO SELL OUR WIMAX PRODUCTS AND SERVICES.

         If our mobile WiMAX technologies and products do not receive WiMAX
industry certification, we may not be able to successfully market, license or
sell our mobile WiMAX products or technologies. Our WiMAX-based products may not
receive the necessary certification in the time frame we expect, or at all, and
may therefore not achieve the wide acceptance that we are seeking. In addition,
we expect industry standards for WiMAX to evolve and if we are not able to adapt
our products and technologies to any such changes, our ability to license or
sell our products and technologies would be impaired.

THE BUSINESS PLAN OF OUR NETWORK SOLUTIONS GROUP IS DEPENDENT ON ENTERING INTO
OR MAINTAINING NETWORK PARTNER RELATIONSHIPS.

         Our Network Solutions Group intends to build and operate WiMAX/Wi-Fi
networks for wireless service providers, cable operators, multimedia content
distributors, applications service providers and Internet service providers. At
present, NSG has not entered into any such arrangements and may not be able to
negotiate such arrangements on acceptable terms, or at all. If we are unable to
establish and maintain these service arrangements, we may have to modify our
plans for the Network Solutions Group.

         The dependence of our Network Solutions Group business plan is subject
to a number of risks, including:

          o    the inability to control the amount and timing of resources that
               our potential service providers devote to their network
               deployment activities;

          o    the possibility that potential service provider customers could
               move forward and deploy networks without the assistance of NSG;
               and

          o    the possibility that service provider customers may experience
               financial or technical difficulties.

                                       11
WE MAY REQUIRE SIGNIFICANT CAPITAL TO IMPLEMENT OUR BUSINESS PLAN, BUT WE MAY
NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING ON FAVORABLE TERMS OR AT ALL.

         While we estimate that our working capital will be sufficient to fund
our research and development activities and our operating losses at least
through 2008, we may need to secure significant additional capital in the future
to implement changes to, or expansions of, our business plan and to become cash
flow positive. We may also require additional cash resources to pursue
investments or acquisitions, including investments in or acquisitions of other
technologies, businesses or spectrum licenses. Sources of additional capital may
include public or private debt and equity financings. We have completed a
private placement of senior secured notes that provided us with net cash
proceeds of $295.0 million available for the sole purpose of financing spectrum
acquisitions and leases as well as a private placement of our Series A Senior
Convertible Preferred Stock that provided us with net cash proceeds of $351.0
million. The entire proceeds of our senior secured notes were used for the
acquisition of WCS Wireless, Inc. for $160.5 million, the acquisition of two new
EBS leases for $22.1 million and for the majority of the funding for the
acquisition of 154 AWS licenses for $115.6 million. The proceeds of our Series A
Senior Convertible Preferred Stock are available to fund working capital needs
and potential strategic transactions. To the extent that other attractive
opportunities to acquire complimentary businesses or additional spectrum arise,
we may need to raise additional funds to capitalize on such opportunities.

RISKS RELATED TO OUR PACKETVIDEO BUSINESS

         Since our inception in April 2005, substantially all of our revenues
have been generated by our PacketVideo subsidiary, which we acquired in July
2005, and we believe that PacketVideo will account for a substantial portion of
our revenues until we complete the development and commercialization of our
wireless broadband products and technologies. Our PacketVideo business is
subject to a number of risks, including:

         PacketVideo may be materially and adversely affected by a ban on EVDO
phones by the United States International Trade Commission. During 2006,
PacketVideo's revenues from Verizon Wireless accounted for 64% of our revenues.
Our embedded software is shipped by Verizon Wireless exclusively on EVDO
handsets in connection with its V-Cast offering. Broadcom has alleged that
QUALCOMM has infringed certain of its patents, including patents implicated in
EVDO handsets, and filed a compliant in the United States International Trade
Commission (ITC). Pursuant to the ITC hearing, an administrative law judge
issued an initial determination in which he found infringement on some claims of
one patent, which includes technology that governs power usage within EVDO
handsets. The ITC has adopted the administrative law judge's determination on
violation and will issue its decision on remedy on May 8, 2007. The final
determination is then subject to Presidential review. Following the
determination on violation, Broadcom petitioned the ITC for a ban on the import
of all EVDO phones, and the ITC will hold public hearings to investigate the
impact on domestic businesses of such a ban. If such a ban were to be adopted,
Verizon Wireless may be unable to sell EVDO handsets. Because PacketVideo
license fees are generally based on a one time royalty when a new handset is
sold, our revenue would be materially and adversely affected if a ban on EVDO
handsets were to be enacted.

         Reliance on a limited number of mobile phone and device manufacturers
and wireless carriers . During 2006, PacketVideo's revenues from Verizon
Wireless accounted for 64% of our revenues. For the period from our inception
(April 13, 2005) through December 31, 2005 PacketVideo's revenues from Verizon
Wireless, Fujitsu and Nokia accounted for 22%, 14% and 11%, respectively, of our
revenues. Aggregated accounts receivable from Verizon Wireless and SEMC
accounted for 42% and 11%, respectively, of total gross accounts receivable at
December 30, 2006. We expect that our PacketVideo subsidiary will continue to
generate a significant portion of its revenues through a limited number of
mobile phone and device manufacturers and wireless carriers for the foreseeable
future, although these amounts may vary from period-to-period. If any of these
customers decides not to embed PacketVideo software into their mobile phones and
devices or otherwise reduces the amount of PacketVideo software they embed in
their mobile phones or devices generally, our PacketVideo revenues and results
of operations could be materially adversely affected.

         Our agreements with mobile phone and device manufacturers are not
exclusive and many contain no minimum purchase requirements. Accordingly, mobile
phone and device manufacturers may effectively terminate these agreements by no

                                       12
longer embedding PacketVideo's software into their products. In addition,
PacketVideo has indemnified these manufacturers from certain claims that
PacketVideo's software infringes third-party intellectual property rights. Our
carrier agreements are not exclusive and generally have a limited term of one or
two years with evergreen, or automatic renewal, provisions upon expiration of
the initial term. These agreements set out the terms of our distribution
relationships with the carriers but generally do not obligate the carriers to
market or distribute any of our applications. In addition, the carriers can
terminate these agreements early, and in some instances, at any time, without
cause.

         Many factors outside our control could impair PacketVideo's ability to
generate revenues from mobile phone and device manufacturers and wireless
carriers, including the following: o a preference for embedded software licensed
by one of PacketVideo's competitors;

               o    competing applications;

               o    a decision to discontinue embedding our PacketVideo
                    software, or mobile broadband embedded software altogether;

               o    a carrier's decision not to provide mobile broadband
                    applications or content thereby reducing the need for
                    PacketVideo's applications;

               o    a carrier's network encountering technical problems that
                    disrupt the delivery of content for our applications;

               o    a manufacturer's decision to increase the cost of mobile
                    phones and devices embedded with PacketVideo's software;

               o    a manufacturer's decision to reduce the price it is willing
                    to pay for embedded software such as PacketVideo's; and

               o    consolidation among manufacturers or wireless carriers or
                    the emergence of new manufacturers or wireless carriers that
                    do not license PacketVideo software.

         If wireless subscribers do not increase their use of their mobile
phones to access multimedia content, our PacketVideo business may suffer . Our
PacketVideo business is reliant on the continued and increased use of mobile
phones to access multimedia content by consumers. The market for multimedia
content delivery through mobile phones is relatively new. If the market does not
continue to develop or develops more slowly than anticipated, mobile phone
manufacturers may cease to embed PacketVideo's software in their handsets and
wireless carriers may limit or stop the delivery of multimedia content and the
demand for mobile phones with embedded multimedia software may decline. If this
occurs, our PacketVideo business would be harmed and our revenues would decline.

         If we fail to deliver our PacketVideo applications to correspond with
the commercial introduction of new mobile phone models, our sales may suffer .
PacketVideo's business is tied, in part, to the commercial introduction of new
mobile phones with enhanced features. Many new mobile phone models are released
in the final quarter of the year to coincide with the holiday shopping season.
We cannot control the timing of these mobile phone launches. Our PacketVideo
software must be modified for each new mobile phone model. If we are unable to
release new versions of our PacketVideo software to coincide with these new
mobile phone launches, our sales of our PacketVideo software may suffer. In
addition, if new mobile phone launches are delayed or if we miss the key holiday
selling season, our sales may suffer.

         PacketVideo may experience difficulties in the introduction of new or
enhanced products, which could result in reduced sales, unexpected expenses or
delays in the launch of new or enhanced products . The development of new or
enhanced embedded multimedia software products is a complex and uncertain
process. We may experience design, manufacturing, marketing and other
difficulties that could delay or prevent our development, introduction,

                                       13
commercialization or marketing of new products or product enhancements. The
difficulties could result in reduced sales, unexpected expenses or delays in the
launch of new or enhanced products, which may adversely affect our results or
operations.

         WE DO NOT HAVE ANY MANUFACTURING CAPABILITIES AND WILL DEPEND ON
THIRD-PARTY MANUFACTURERS AND SUPPLIERS TO MANUFACTURE, ASSEMBLE AND PACKAGE OUR
SEMICONDUCTOR PRODUCTS.

         We are currently designing and developing semiconductor products
including digital baseband ASICs and multi-band RFICs. If we are successful in
our design and development activities and a market for these products develops,
these products will need to be manufactured. Due to the expense and complexity
associated with the manufacturer of digital baseband ASICs and multi-band RFICs,
we intend to depend on third-party manufacturers to manufacture these products.
The dependence on third-parties to manufacture, assemble and package these
products involves a number of risks, including:

            o   a potential lack of capacity to meet demand;

            o   reduced control over quality and delivery schedules;

            o   risks of inadequate manufacturing yield or excessive costs;

            o   difficulties in selecting and integrating subcontractors;

            o   limited warranties in products supplied to us;

            o   price increases; and

            o   potential misappropriation of our intellectual property.

         We may not be able to establish manufacturing relationships on
reasonable terms or at all. The failure to establish these relationships on a
timely basis and on attractive terms could delay our ability to launch these
products or reduce our revenues and profitability.

DEFECTS OR ERRORS IN OUR PRODUCTS AND SERVICES OR IN PRODUCTS MADE BY OUR
SUPPLIERS COULD HARM OUR RELATIONS WITH OUR CUSTOMERS AND EXPOSE US TO
LIABILITY. SIMILAR PROBLEMS RELATED TO THE PRODUCTS OF OUR CUSTOMERS OR
LICENSEES COULD HARM OUR BUSINESS.

         Our WiMAX products and technologies that we are developing will be
inherently complex and may contain defects and errors that are detected only
when the products are in use. Further, because our products and technologies
that we are developing will be responsible for critical functions in our
customers' products and/or networks, such defects or errors could have a serious
impact on our customers, which could damage our reputation, harm our customer
relationships and expose us to liability. Defects in our products and
technologies or those used by our customers or licensees, equipment failures or
other difficulties could adversely affect our ability and that of our customers
and licensees to ship products on a timely basis as well as customer or licensee
demand for our products. Any such shipment delays or declines in demand could
reduce our revenues and harm our ability to achieve or sustain desired levels of
profitability. We and our customers or licensees may also experience component
or software failures or defects which could require significant product recalls,
reworks and/or repairs which are not covered by warranty reserves and which
could consume a substantial portion of the capacity of our third-party
manufacturers or those of our customers or licensees. Resolving any defect or
failure related issues could consume financial and/or engineering resources that
could affect future product release schedules. Additionally, a defect or failure
in our products and technologies that we are developing or the products of our
customers or licensees could harm our reputation and/or adversely affect the
growth of mobile WiMAX markets.

BECAUSE MOBILE WIMAX IS AN EMERGING TECHNOLOGY THAT IS NOT FULLY DEVELOPED,
THERE IS A RISK THAT STILL UNKNOWN PERSONS OR COMPANIES MAY ASSERT PROPRIETARY
RIGHTS TO THE VARIOUS TECHNOLOGY COMPONENTS THAT WILL BE NECESSARY TO OPERATE A
WIMAX NETWORK.

                                       14
As a technology company, we expect to incur expenditures to create and
protect our intellectual property and, possibly, to assert infringement by
others of our intellectual property. We also expect to incur expenditures to
defend against claims by other persons asserting that the technology that will
be used and sold by our Company infringes upon the right of such other persons.
Because mobile WiMAX is an emerging technology that is not fully developed,
there may be a greater risk that persons or entities unknown to us will assert
proprietary rights to technology components that are necessary to operate WiMAX
networks or products. More than 20 companies have submitted letters of assurance
related to IEEE 802.16 and amendments stating that they may hold or control
patents or patent applications, the use of which would be unavoidable to create
a compliant implementation of either mandatory or optional portions of the
standard. In such letters, the patent holder typically asserts that it is
prepared to grant a license to its essential IP to an unrestricted number of
applicants on a worldwide, non-discriminatory basis and on reasonable terms and
conditions. If any companies asserting that they hold or control patents or
patent applications necessary to implement mobile WiMAX do not submit letters of
assurance, or state in such letters that they do not expect to grant licenses,
this could have an adverse effect on the implementation of mobile WiMAX networks
and the sale of our mobile WiMAX products and technologies. In addition, we can
not be certain of the validity of the patents or patent applications asserted in
the letters of assurance submitted to date, or the terms of any licenses which
may be demanded by the holders of such patents or patent applications. If we
were required to pay substantial license fees to implement our mobile WiMAX
products and technologies, this could adversely affect the profitability of
these products and technologies.

         As the number of competitors in our market increases and the
functionality of our products is enhanced, we may become subject to claims of
infringement or misappropriation of the intellectual property rights of others.
Any claims, with or without merit, could be time consuming to address, result in
costly litigation, divert the efforts of our technical and management personnel
or cause product release or shipment delays, any of which could have a material
adverse effect upon our ability to commercially launch our products and
technologies and on our ability to achieve profitability. If any of our products
were found to infringe on another company's intellectual property rights or if
we were found to have misappropriated technology, we could be required to
redesign our products or license such rights and/or pay damages or other
compensation to such other company. If we were unable to redesign our products
or license such intellectual property rights used in our products, we could be
prohibited from making and selling such products. In any potential dispute
involving other companies' patents or other intellectual property, our customers
could also become the targets of litigation. Any such litigation could severely
disrupt the business of our customers, which in turn could hurt our relations
with our customers and cause our revenues to decrease.

         We anticipate that we will develop a patent portfolio related to our
WiMAX products and technologies. However, there is no assurance that we will be
able to obtain patents covering WiMAX products. Litigation may be required to
enforce or protect our intellectual property rights. As a result of any such
litigation, we could lose our proprietary rights or incur substantial unexpected
operating costs. Any action we take to license, protect or enforce our
intellectual property rights could be costly and could absorb significant
management time and attention, which, in turn, could negatively impact our
operating results. In addition, failure to protect our trademark rights could
impair our brand identity.

         Other companies or entities also may commence actions or respond to an
infringement action that we initiate by seeking to establish the invalidity or
unenforceability of one or more of our patents or to dispute the patentability
of one or more of our pending patent applications. In the event that one or more
of our patents or applications are challenged, a court may invalidate the patent
or determine that the patent is not enforceable or deny issuance of the
application, which could harm our competitive position. If any of our key patent
claims are invalidated or deemed unenforceable, or if the scope of the claims in
any of these patents is limited by court decision, we could be prevented from
licensing such patent claims. Even if such a patent challenge is not successful,
it could be expensive and time consuming to address, divert management attention
from our business and harm our reputation.

WE ARE DEPENDENT ON A SMALL NUMBER OF INDIVIDUALS, AND IF WE LOSE KEY PERSONNEL
UPON WHOM WE ARE DEPENDENT, OUR BUSINESS WILL BE ADVERSELY AFFECTED.

         Our future success depends largely upon the continued service of our
board members, executive officers and other key management and technical
personnel, particularly Allen Salmasi, our Chairman and Chief Executive Officer.

                                       15
Mr. Salmasi has been a prominent executive and investor in the technology
industry for over 20 years, and the Company has benefited from his industry
relationships in attracting key personnel and in implementing acquisitions and
strategic plans. In addition, in order to develop and achieve commercial
deployment of our mobile broadband products and technologies in competition with
well-established companies such as Intel, QUALCOMM and others, we must rely on
highly specialized engineering and other talent. Our key employees represent a
significant asset, and the competition for these employees is intense in the
wireless communications industry. We continue to anticipate significant
increases in human resources, particularly in engineering resources, through
2008. If we are unable to attract and retain the qualified employees that we
need, our business may be harmed.

         As a start-up company, we may have particular difficulty attracting and
retaining key personnel in periods of poor operating performance given the
significant use of incentive compensation by well-established competitors. We do
not have employment agreements with our key management personnel and do not
maintain key person life insurance on any of our personnel. We also have no
covenants against competition or nonsolicitation agreements with certain of our
key employees. The loss of one or more of our key employees or our inability to
attract, retain and motivate qualified personnel could negatively impact our
ability to design, develop and commercialize our products and technology.

WE MAY BE LIABLE FOR CERTAIN INDEMNIFICATION PAYMENTS PURSUANT TO THE PLAN OF
REORGANIZATION.
         In connection with the sale of NTI and its subsidiaries other than Old
NextWave Wireless to Verizon Wireless, we agreed to indemnify NTI and its
subsidiaries against all pre-closing liabilities of NTI and its subsidiaries and
against any violation of the Bankruptcy Court injunction against persons having
claims against NTI and its subsidiaries, with no limit on the amount of such
indemnity. We are not currently aware of any such liabilities that remain
following the plan of reorganization and Verizon Wireless has not made any
indemnity claims. To the extent that we are required to fund amounts under the
indemnification, our results of operations and our liquidity and capital
resources could be materially adversely affected. In addition, we may not have
sufficient cash reserves to pay the amounts required under the indemnification
if any amounts were to become due.

                                       16
RISKS RELATING TO GOVERNMENT REGULATION

GOVERNMENT REGULATION COULD ADVERSELY IMPACT OUR DEVELOPMENT OF WIRELESS
BROADBAND PRODUCTS AND SERVICES, OUR OFFERING OF PRODUCTS AND SERVICES TO
CONSUMERS, AND OUR BUSINESS PROSPECTS.

         The regulatory environment in which we operate is subject to
significant change, the results and timing of which are uncertain. The FCC has
jurisdiction over the grant, renewal, lease, assignment and sale of our wireless
licenses, the use of wireless spectrum to provide communications services, and
the resolution of interference between users of various spectrum bands. Other
aspects of our business, including construction and operation of our wireless
systems, and the offering of communications services, are regulated by the FCC
and other federal, state and local governmental authorities. States may exercise
authority over such things as billing practices and consumer-related issues.

         Various governmental authorities could adopt regulations or take other
actions that would adversely affect the value of our assets, increase our costs
of doing business, and impact our business prospects. Changes in the regulation
of our activities, including changes in how wireless, mobile, IP-enabled
services are regulated, changes in the allocation of available spectrum by the
United States and/or exclusion or limitation of our technology or products by a
government or standards body, could have a material adverse effect on our
business, operating results, liquidity and financial position.

CHANGES IN LEGISLATION OR REGULATIONS MAY AFFECT OUR ABILITY TO CONDUCT OUR
BUSINESS OR REDUCE OUR PROFITABILITY.

         Future legislative, judicial or other regulatory actions could have a
negative effect on our business. Some legislation and regulations applicable to
the wireless broadband business, including how IP-enabled services are
regulated, are the subject of ongoing judicial proceedings, legislative hearings
and administrative proceedings that could change the manner in which our
industry is regulated and the manner in which we operate. We cannot predict the
outcome of any of these proceedings or their potential impact on our business.

         If, as a result of regulatory changes, we become subject to the rules
and regulations applicable to telecommunications providers, commercial mobile
service providers or common carriers at the federal level or in individual
states, we may incur significant administrative, litigation and compliance
costs, or we may have to restructure our service offerings, exit certain markets
or raise the price of our services, any of which could cause our services to be
less attractive to customers. In addition, future regulatory developments could
increase our cost of doing business and limit our growth.

WE MAY NOT HAVE COMPLETE CONTROL OVER OUR TRANSITION OF EBS AND BRS SPECTRUM,
WHICH COULD IMPACT COMPLIANCE WITH FCC RULES.

         The FCC's rules require transition of EBS and BRS spectrum to the new
band plan on a Basic Trading Area ("BTA") basis. See "Government
Regulation-BRS-EBS License Conditions." We do not hold all of the EBS and BRS
spectrum in the BTAs in which we hold spectrum. Consequently, we will need to
coordinate with other EBS and BRS licensees in order to transition spectrum we
hold or lease. Disagreements with other EBS or BRS licensees about how the
spectrum should be transitioned may delay our efforts to transition spectrum,
could result in increased costs to transition the spectrum, and could impact our
efforts to comply with applicable FCC rules. On April 27, 2006, the FCC
implemented new, amended rules related to transition of the spectrum, and it
adopted rules that will permit us to self-transition to the reconfigured band
plan if other spectrum holders in our BTAs do not timely transition their
spectrum.

OUR USE OF EBS SPECTRUM IS SUBJECT TO PRIVATELY NEGOTIATED LEASE AGREEMENTS.
CHANGES IN FCC RULES GOVERNING SUCH LEASE AGREEMENTS, CONTRACTUAL DISPUTES WITH
EBS LICENSEES, OR FAILURES BY EBS LICENSEES TO COMPLY WITH FCC RULES COULD
IMPACT OUR USE OF THE SPECTRUM.

         All commercial enterprises are restricted from holding licenses for EBS
spectrum. Eligibility for EBS spectrum is limited to accredited educational
institutions, governmental organizations engaged in the formal education of
enrolled students (e.g., school districts), and nonprofit organizations whose
purposes are educational. Access to EBS spectrum can only be gained by

                                       17
commercial enterprises through privately-negotiated EBS lease agreements. FCC
regulation of EBS leases, private interpretation of EBS lease terms, private
contractual disputes, and failure of an EBS licensee to comply with FCC
regulations all could impact our use of EBS spectrum and the value of our leased
EBS spectrum. On April 27, 2006, the FCC released new rules governing EBS lease
terms. EBS licensees are now permitted to enter into lease agreements with a
maximum term of 30 years; lease agreements with terms longer than 15 years must
contain a "right of review" by the EBS licensee every five years beginning in
year 15. The right of review must afford the EBS licensee with an opportunity to
review its educational use requirements in light of changes in educational
needs, technology, and other relevant factors and to obtain access to such
additional services, capacity, support, and/or equipment as the parties shall
agree upon in the spectrum leasing arrangement to advance the EBS licensee's
educational mission. A spectrum leasing arrangement may include any mutually
agreeable terms designed to accommodate changes in the EBS licensee's
educational use requirements and the commercial lessee's wireless broadband
operations. In addition, the terms of EBS lease agreements are subject to
contract interpretation and disputes could arise with EBS licensees. There can
be no assurance that EBS leases will continue for the full lease term, or be
renewed, or be extended beyond the current term, on terms that are satisfactory
to us. Similarly, since we are not eligible to hold EBS licenses, we must rely
on EBS licensees with whom we contract to comply with FCC rules. The failure of
an EBS licensee from whom we lease spectrum to comply with the terms of their
FCC authorization or FCC rules could result in termination, forfeiture or
non-renewal of their authorization, which would negatively impact the amount of
spectrum available for our use.

IF WE DO NOT COMPLY WITH FCC BUILD-OUT REQUIREMENTS RELATING TO OUR SPECTRUM
LICENSES, SUCH LICENSES COULD BE SUBJECT TO FORFEITURE.

         Certain build-out or "substantial service" requirements apply to our
licensed wireless spectrum, which generally must be satisfied as a condition of
license renewal. In particular, the renewal deadline and the substantial service
build-out deadline for our WCS spectrum is July 21, 2010; for our BRS and EBS
spectrum, the substantial service build-out deadline is May 1, 2011; and for our
AWS spectrum, the substantial service build-out deadline is December 18, 2021.
Failure to make the substantial service demonstration, without seeking and
obtaining an extension from the FCC, would result in license forfeiture.

WE HAVE NO GUARANTEE THAT THE LICENSES WE HOLD OR LEASE WILL BE RENEWED.

         The FCC generally grants wireless licenses for terms of ten or fifteen
years, which are subject to renewal and revocation. FCC rules require all
wireless licensees to comply with applicable FCC rules and policies and the
Communications Act of 1934 in order to retain their licenses. For example,
licensees must meet certain construction requirements, including making
substantial service demonstrations, in order to retain and renew FCC licenses.
Failure to comply with FCC requirements with respect to any license could result
in revocation or non-renewal of a license. There is no guarantee that licenses
we hold or lease will remain in full force and effect or be renewed.

NEW FCC CONCEPTS IMPACTING SPECTRUM USE COULD AFFECT OUR USE OF WIRELESS
SPECTRUM.

         The FCC has initiated a number of proceedings to evaluate its rules and
policies regarding spectrum licensing and usage. For example, it is considering
new concepts that might permit unlicensed users to "share" our licensed spectrum
to the extent the FCC believes harmful interference will not occur. These new
uses could adversely impact our utilization of our licensed spectrum and our
operational costs.

INTERFERENCE COULD NEGATIVELY IMPACT OUR USE OF WIRELESS SPECTRUM WE HOLD, LEASE
OR USE.

         Under applicable FCC rules, users of wireless spectrum must comply with
technical rules that are intended to eliminate or diminish harmful
radiofrequency interference between wireless users. Licensed spectrum is
generally entitled to interference protection, subject to technical rules
applicable to the radio service, while unlicensed spectrum has no interference
protection rights and must accept interference caused by other users.

                                       18
WIRELESS DEVICES UTILIZING WCS, BRS AND EBS SPECTRUM MAY BE SUSCEPTIBLE TO
INTERFERENCE FROM SATELLITE DIGITAL AUDIO RADIO SERVICES ("SDARS").

         Since 1997, the FCC has considered a proposal to permanently authorize
terrestrial repeaters for SDARS operations adjacent to the C and D blocks of the
WCS band. The FCC has permitted a large number of these SDARS terrestrial
repeaters to operate on a special temporary authorization since 2001.
Permanently authorizing SDARS repeaters adjacent to the WCS band could cause
interference to WCS, BRS and EBS receivers. The extent of the interference from
SDARS repeaters is unclear and is subject to the FCC's final resolution of
pending proceedings. Because WCS C and D block licenses are adjacent to the
SDARS spectrum, the potential for interference to this spectrum is of greatest
concern. There is a lesser magnitude concern regarding interference from SDARS
to WCS A and B block licenses, and EBS and BRS licenses. Central to the FCC's
evaluation of this proposal has been the technical specification for the
operation of such repeaters. SDARS licensees are seeking rule changes that would
both unfavorably alter WCS technical operating requirements and permit all
existing SDARS repeaters to continue to operate at their current operating
parameters. Final technical rules will determine the potential interference
conditions and requirements for mitigation. If SDARS repeaters result in
interference to our WCS, BRS or WBS spectrum, our ability to realize value from
this spectrum may be impaired.

INCREASING REGULATION OF THE TOWER INDUSTRY MAY MAKE IT DIFFICULT TO DEPLOY NEW
TOWERS AND ANTENNA FACILITIES.

         The FCC, together with the FAA, regulates tower marking and lighting.
In addition, tower construction and deployment of antenna facilities is impacted
by federal, state and local statutes addressing zoning, environmental protection
and historic preservation. The FCC adopted significant changes to its rules
governing historic preservation review of new tower projects, which makes it
more difficult and expensive to deploy towers and antenna facilities. The FCC
also is considering changes to its rules regarding when routine environmental
evaluations will be required to determine compliance of antenna facilities with
its RF radiation exposure limits. If adopted, these regulations could make it
more difficult to deploy facilities. In addition, the FAA has proposed
modifications to its rules that would impose certain notification requirements
upon entities seeking to (i) construct or modify any tower or transmitting
structure located within certain proximity parameters of any airport or
heliport, and/or (ii) construct or modify transmission facilities using the
2500-2700 MHz radio frequency band, which encompasses virtually all of the
BRS/EBS frequency band. If adopted, these requirements could impose new
administrative burdens upon use of BRS/EBS spectrum.

                                       19
RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK

OUR DERIVATIVE SECURITIES HAVE THE POTENTIAL TO DILUTE SHAREHOLDER VALUE AND
CAUSE OUR STOCK PRICE TO DECLINE

         On March 28, 2007, 84.5 million shares of our common stock were
outstanding. Up to 46.2 million additional shares of our common stock may be
issued upon the exercise or conversion of warrants, options, and shares of our
Series A Senior Convertible Preferred Stock that have been issued or granted. On
March 28, 2007, we had options outstanding to purchase 14,266,486 shares of our
common stock at a weighted average exercise price of $6.17 per share and
warrants outstanding to purchase 500,000 shares of our common stock at an
exercise price of $6.00 per share. We also had warrants outstanding at March 28,
2007, to purchase 1,935,990 shares of our common stock for $0.01 per share
pursuant to the Warrant Agreement, dated July 17, 2006, among the Company and
the initial purchasers of our senior notes. In addition, in March 2007, we
issued 355,000 shares of Series A Senior Convertible Preferred Stock at a price
of $1,000 per share of convertible preferred stock in a private offering to
investment funds and other institutional investors, as well as shareholders of
the Company, including NextWave Wireless Chairman and CEO, Allen Salmasi, and
from Douglas Manchester, a member of the NextWave Wireless Board of Directors
and Avenue Capital Group, of which Robert T. Symington, a member of the NextWave
Board, is a portfolio manager. The Series A Senior Convertible Preferred Stock
is convertible into shares of our common stock upon election of the holders at
any time and at our election under certain circumstances. If all shares of
Series A Senior Convertible Preferred Stock were converted, we would be
obligated to issue 32.1 million shares of our common stock.

         The exercise of these derivative instruments or the conversion of the
convertible preferred stock into common stock may result in significant dilution
to our current stockholders. In addition, sales of large amounts of common stock
in the public market upon exercise or conversion could materially adversely
affect the share price.

         In addition, we may need to raise additional funds to fund our
operations, to pay for an acquisition or to enter into a strategic alliance, and
we might use equity securities, debt, cash, or a combination of the foregoing.
If we use equity securities, our stockholders may experience dilution. A
significant amount of our common stock coming on the market at any given time
could result in a decline in the price of our common stock or increased
volatility.

OUR OPERATING RESULTS ARE SUBJECT TO SUBSTANTIAL QUARTERLY AND ANNUAL
FLUCTUATIONS AND TO MARKET DOWNTURNS.

         We believe that our future operating results over both the short- and
long-term will be subject to annual and quarterly fluctuations due to several
factors, some of which are outside management's control. These factors include:

           o     significant research and development costs;

           o     research and development issues and delays;

           o     the financial results of our PacketVideo subsidiary;

           o     spectrum acquisition costs;

           o     manufacturing issues and delays;

           o     fluctuating market demand for WiMAX services;

           o     impact of competitive products, services and technologies;

           o     changes in the regulatory environment;

                                       20
o     the cost and availability of network infrastructure; and

           o     general economic conditions.

These factors affecting our future operating results are difficult to forecast
and could harm our quarterly or annual operating results and the prevailing
market price of our securities. If our operating results fail to meet the
financial guidance we provide to investors or the expectations of investment
analysts or investors in any period, securities class action litigation could be
brought against us and/or the market price of our securities could decline.

IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE HIGHLY CONCENTRATED, IT MAY
PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE THE PRICE OF
OUR COMMON STOCK TO DECLINE.

         Allen Salmasi, our executive officers and other members of our Board of
Directors beneficially own or control approximately 54.6% of our common stock as
of March 28, 2007. Accordingly, Mr. Salmasi and the other members of the Board
of Directors will be able to significantly influence matters that require
stockholder approval, including the election of directors, any merger,
consolidation or sale of all or substantially all of our assets or other
significant corporate transactions. Our controlling stockholders may have
interests that differ from your interests and may vote in a way with which you
may disagree and which may be adverse to your interests. Corporate action may be
taken even if other stockholders oppose them. These stockholders may also delay
or prevent a change of control of us, even if that change of control would
benefit our other stockholders, which could deprive our stockholders of the
opportunity to receive a premium for their shares. The significant concentration
of ownership of our common stock may adversely affect the trading price of our
common stock due to investors' perception that conflicts of interest may exist
or arise.

IF SECURITIES OR INDUSTRY ANALYSTS DO NOT PUBLISH RESEARCH OR REPORTS ABOUT OUR
BUSINESS, IF THEY CHANGE THEIR RECOMMENDATIONS REGARDING OUR SHARES ADVERSELY OR
IF OUR OPERATING RESULTS TO NOT MEET THEIR EXPECTATIONS, THE PRICE OF OUR COMMON
STOCK COULD DECLINE.

         The trading market for our common stock will be influenced by the
research and reports that industry and securities analysts publish about us or
our business. If these analysts fail to publish reports about us or if one or
more of these analysts cease coverage of our company or fail to publish reports
on us regularly, we could lose visibility in the financial markets, which in
turn could cause the price of our common stock to decline. Moreover, if one or
more analysts who cover us downgrade our common stock or if our operating
results do not meet their expectations, the price of our common stock could
decline.

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD CAUSE THE
VALUE OF YOUR INVESTMENT TO DECLINE.

         The stock market in general, and the stock prices of technology and
wireless communications companies in particular, have experienced volatility
that often has been unrelated to the operating performance of any specific
public company. Factors that may have a significant impact on the market price
of our common stock include:

          o    announcements concerning us or our competitors, including the
               selection of mobile WiMAX wireless communications technology by
               telecommunications providers and the timing of the roll-out of
               those systems;

          o    receipt of substantial orders or order cancellations for
               integrated circuits and system software products for mobile WiMAX
               networks by us or our competitors;

          o    quality deficiencies in technologies, products or services;

          o    announcements regarding financial developments or technological
               innovations;

                                       21
o    our ability to remediate the material weakness in internal
               controls over financial reporting identified in connection with
               our restatement of revenues of our PacketVideo subsidiary;

          o    international developments, such as technology mandates,
               political developments or changes in economic policies;

          o    lack of capital to invest in WiMAX networks;

          o    new commercial products;

          o    changes in recommendations of securities analysts;

          o    government regulations, including FCC regulations governing
               spectrum licenses;

          o    earnings announcements;

          o    proprietary rights or product or patent litigation;

          o    strategic transactions, such as acquisitions and divestitures; or

          o    rumors or allegations regarding our financial disclosures or
               practices.

         Our share price may be subject to volatility, particularly on a
quarterly basis. Shortfalls in our revenues or earnings in any given period
relative to the levels expected by securities analysts could immediately,
significantly and adversely affect the trading price of our common stock.

         From time to time, we may repurchase our common stock at prices that
may later be higher than the market value of the share on the repurchase date.
This could result in a loss of value for stockholders if new shares are issued
at lower prices.

         In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. Due to changes in the volatility of the price of our common stock,
we may be the target of securities litigation in the future. Securities
litigation could result in substantial costs and divert management's attention
and resources.

PROVISIONS OF OUR CHARTER DOCUMENTS COULD DELAY OR PREVENT AN ACQUISITION OF OUR
COMPANY, EVEN IF THE ACQUISITION WOULD BE BENEFICIAL TO HOLDERS OF OUR COMMON
STOCK, AND COULD MAKE IT MORE DIFFICULT FOR YOU TO CHANGE MANAGEMENT.

         Our Certificate of Incorporation and Bylaws contain provisions that
could depress the trading price of our common stock by acting to discourage,
delay or prevent a change of control of our company or changes in management
that holders of our common stock might deem advantageous. Specific provisions in
our Certificate of Incorporation and Bylaws include:

          o    our directors serve staggered, three-year terms and accordingly,
               pursuant to Delaware law, can only be removed with cause;

          o    no action can be taken by stockholders except at an annual or
               special meeting of the stockholders called in accordance with our
               bylaws, and stockholders may not act by written consent;

          o    our board of directors will be expressly authorized to make,
               alter or repeal our bylaws, and our stockholders will be able to
               make, alter or repeal our bylaws by a vote of 66-2/3% of the
               issued and outstanding voting shares;

          o    any vacancies on the board of directors would be filled by a
               majority vote of the board;

                                       22
o    our board of directors will be authorized to issue preferred
               stock without stockholder approval; and

          o    we will indemnify officers and directors against losses that they
               may incur in investigations and legal proceedings resulting from
               their services to us, which may include services in connection
               with takeover defense measures.

         As a result of the provisions of our Certificate of Incorporation and
Bylaws, the price investors may be willing to pay in the future for our common
stock may be limited.

                                       23
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         This registration statement and other reports, documents and materials
we will file with the Securities and Exchange Commission (the "SEC") contain, or
will contain, disclosures that are forward-looking statements that are subject
to risks and uncertainties. All statements other than statements of historical
facts are forward-looking statements. These statements, which represent our
expectations or beliefs concerning various future events, may contain words such
as "may," "will," "expects," "anticipates," "intends," "plans," "believes,"
"estimates," or other words of similar meaning in connection with any discussion
of the timing and value of future results or future performance. These
forward-looking statements are based on the current plans and expectations of
our management and are subject to certain risks, uncertainties (some of which
are beyond our control) and assumptions that could cause actual results to
differ materially from historical results or those anticipated. These risks
include, but are not limited to:

          o    our limited relevant operating history;

          o    our ability to remediate the material weakness in internal
               controls over financial reporting identified in connection with
               our restatement of revenues of our PacketVideo subsidiary;

          o    our ability to manage growth or integrate recent or future
               acquisitions;

          o    competition from alternative wireless technologies and other
               technology companies;

          o    our ability to develop and commercialize mobile broadband
               products and technologies;

          o    the ability of vendors to manufacture commercial WiMAX equipment
               and devices;

          o    consumer acceptance of WiMAX technology;

          o    PacketVideo's ability to grow its resources to support larger
               numbers of device manufacturers and wireless carriers;

          o    changes in government regulations;

          o    changes in capital requirements;

          o    any loss of our key executive officers; and

          o    the other risks described under "Risk Factors."

         There may also be other factors that cause our actual results to differ
materially from the forward looking statements.

         Because of these factors, we caution you that you should not place any
undue reliance on any of our forward-looking statements. These forward-looking
statements speak only as of the date of this registration statement and you
should understand that those statements are not guarantees of future performance
or results. New risks and uncertainties arise from time to time, and it is
impossible for us to predict those events or how they may affect us. Except as
required by law, we have no duty to, and do not intend to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

                                       24
USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of shares covered
by this reoffer prospectus. The selling stockholders will pay any underwriting
discounts, commissions and expenses for brokerage, or any other expenses they
incur in disposing of the shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the shares covered by this
reoffer prospectus.

                                       25
SELLING STOCKHOLDERS

         This prospectus relates to shares of our Common Stock that are being
registered for reoffers and resales by selling stockholders who have acquired or
may acquire shares pursuant to each of the Plans. Offers and sales by selling
stockholders of any such shares who are our "affiliates" (as such term is
defined in Rule 405 under the Securities Act) are also covered by this
prospectus.

         The selling stockholders are our current and future officers,
directors, employees and consultants who have acquired or may acquire in the
future shares of our Common Stock under the Plans. The selling stockholders may
from time to time resell all, a portion, or none of the shares of our Common
Stock covered by this prospectus. The following table sets forth information as
of April 27, 2007 with respect to beneficial ownership of our Common Stock by
each selling stockholder whose identity is known as of the date of this
prospectus. There is no assurance that any of the selling stockholders will sell
any or all of the shares offered by them under this registration statement. The
address for each executive officer, director and employee listed below is c/o
NextWave Wireless Inc., 12670 High Bluff Drive, San Diego, CA, 92130.
------------------------------ --------------- ---------------- --------------------- --------------------
                                                                                         PERCENTAGE OF
                                 NUMBER OF                      NUMBER OF SHARES TO          COMMON
                                   SHARES         NUMBER OF       BE BENEFICIALLY      STOCK BENEFICIALLY
                                BENEFICIALLY    SHARES TO BE      OWNED AFTER THE       OWNED AFTER THE
                                   OWNED          SOLD(16)         OFFERING(17)          OFFERING (8)
------------------------------ --------------- ---------------- --------------------- --------------------
   EXECUTIVE OFFICERS AND
         DIRECTORS:
------------------------------ --------------- ---------------- --------------------- --------------------
Allen Salmasi (1)
  Chairman of the Board of
  Directors, Chief
  Executive Officer and
  President                     28,488,854         528,082         27,960,772              31.23%
------------------------------ --------------- ---------------- --------------------- --------------------
Frank A. Cassou (2)
  Executive Vice President
  - Corporate Development
  and Chief Legal Counsel,
  Secretary                      3,785,328         387,783          3,397,545               4.00%
------------------------------ --------------- ---------------- --------------------- --------------------
George C. Alex (3)
  Executive Vice President
  - Chief Financial Officer        780,932         297,772            483,160                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Roy D. Berger (4)
  Executive Vice President
  - Chief Marketing Officer        853,994         255,765            598,219                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Kevin M. Finn (5)
  Executive Vice President
  - Chief Compliance Officer     1,400,046         255,775          1,144,271               1.35%
------------------------------ --------------- ---------------- --------------------- --------------------
Mark Kelley (6)
  Executive Vice President
  - Chief Division Officer         233,774         174,442             59,332                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Richard Kornfeld (7)
  Executive Vice President
  - Chief Strategy Officer         268,127         250,000             18,127                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Jim Madsen (8)
  Executive Vice President
  - Chief Business
  Development Officer              870,592         255,775            614,817                  *
------------------------------ --------------- ---------------- --------------------- --------------------
David B. Needham (9)
  President, Network
  Solutions Group                  714,073         255,775            458,298                  *
------------------------------ --------------- ---------------- --------------------- --------------------
R. Andrew Salony (10)
  Executive Vice President
  - Chief Administrative
  Officer                          850,268         255,775            594,493                  *
------------------------------ --------------- ---------------- --------------------- --------------------
26
------------------------------ --------------- ---------------- --------------------- --------------------
                                                                                         PERCENTAGE OF
                                 NUMBER OF                      NUMBER OF SHARES TO          COMMON
                                   SHARES         NUMBER OF       BE BENEFICIALLY      STOCK BENEFICIALLY
                                BENEFICIALLY    SHARES TO BE      OWNED AFTER THE       OWNED AFTER THE
                                   OWNED          SOLD(16)         OFFERING(17)          OFFERING (8)
------------------------------ --------------- ---------------- --------------------- --------------------
   EXECUTIVE OFFICERS AND
         DIRECTORS:
------------------------------ --------------- ---------------- --------------------- --------------------
Kenneth Stanwood (11)
  President and Chief
  Executive Officer -
  CYGNUS Communications            212,319         166,544             45,775                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Douglas F.  Manchester (12)
  Director                      14,226,917         131,576         14,095,341              15.81%
------------------------------ --------------- ---------------- --------------------- --------------------
Jack Rosen (13)
  Director                         260,332          85,166            175,166                  *
------------------------------ --------------- ---------------- --------------------- --------------------
Robert T. Symington (14)
  Director                         122,682         102,000             20,682                  *
------------------------------ --------------- ---------------- --------------------- --------------------
William H. Webster (15)
  Director                         227,166         118,833            108,333                  *
------------------------------ --------------- ---------------- --------------------- --------------------
* Represents beneficial ownership of less than 1%.

(1)  Allen Salmasi is Chief Executive Officer of Navation, Inc. Mr. Salmasi may
     be deemed to beneficially own the shares of common stock held or record by
     Navation, Inc. Represents shares held by Allen Salmasi directly and
     indirectly through Navation, Inc. Includes 190,972 shares underlying
     options that are exercisable to purchase restricted stock, which are
     subject to forfeiture prior to their vesting. Includes 4,524,887 shares
     underlying Series A Preferred Stock that are convertible within a period of
     60 days from the record date.

(2)  Includes 152,778 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(3)  Represents shares held by George C. Alex directly and indirectly through
     each of George C. Alex Grantor Retained Annuity Trust and The Alex Family
     Foundation. Includes 114,583 shares underlying options that are
     exercisable to purchase restricted stock, which are subject to forfeiture
     prior to their vesting.

(4)  Includes 114,583 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(5)  Represents shares held by Kevin M. Finn directly and indirectly through
     KFMF Co. Includes 114,583 shares underlying options that are exercisable to
     purchase restricted stock, which are subject to forfeiture prior to their
     vesting. Includes 180,995 shares underlying Series A Preferred Stock that
     are convertible within a period of 60 days from the record date.

(6)  Represents shares held by Mark Kelley directly and indirectly through
     Kelley 2006 Children's Trust. Includes 53,768 shares underlying options
     that are exercisable to purchase restricted stock, which are subject to
     forfeiture prior to their vesting.

(7)  Includes 114,583 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(8)  Represents shares held by Jim Madsen directly and indirectly through Jarrah
     Inc. Includes 114,583 shares underlying options that are exercisable to
     purchase restricted stock, which are subject to forfeiture prior to their
     vesting.

(9)  Includes 114,583 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(10) Represents shares held by R. Andrew Salony directly and indirectly through
     Salony Living Trust. Includes 114,583 shares underlying options that are
     exercisable to purchase restricted stock, which are subject to forfeiture
     prior to their vesting.

(11) Represents shares held by Kenneth Stanwood directly and indirectly through
     The K&G Stanwood Family Trust. Includes 84,130 shares underlying options
     that are exercisable to purchase restricted stock, which are subject to
     forfeiture prior to their vesting.

(12) Represents shares held by Douglas F. Manchester directly and indirectly
     through each of Manchester Financial Group, LP and Manchester Grand
     Resorts, LP. Includes 57,871 shares underlying options that are exercisable
     to purchase restricted stock, which are subject to forfeiture prior to
     their vesting. Includes 4,524,887 shares underlying Series A Preferred
     Stock that are convertible within a period of 60 days from the record date.

(13) Includes 39,722 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(14) Includes 50,278 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(15) Includes 53,889 shares underlying options that are exercisable to purchase
     restricted stock, which are subject to forfeiture prior to their vesting.

(16) In addition to shares owned as of the date of this prospectus that are
     covered by this prospectus set forth in the second column opposite the
     names of selling stockholders in the table above, up to an additional
     32,568,516 shares of our Common Stock that we may issue in the future to
     participants in the Plans who are our "affiliates" (as such term is defined
     in Rule 405 under the Securities Act) are covered by this prospectus. The
     number of additional shares to be issued under the Plans in the future, the
     identity of the recipients of such additional shares and the determination
     of whether any such recipient is an affiliate of ours are subject a number
     of factors that are not yet determinable.

(17) Assumes all shares of Common Stock offered hereby are sold.

                                       27
PLAN OF DISTRIBUTION

         The shares of common stock covered by this prospectus are being
registered by us for the account of the selling stockholders.

         The shares of common stock offered by this prospectus may be sold from
time to time directly by or on behalf of the selling stockholders in one or more
transactions on the NASDAQ Global Market, in one or more transactions, in the
public market off the NASDAQ Global Market or any stock exchange on which the
common stock may be listed at the time of sale or in the over-the-counter market
or otherwise, in privately negotiated transactions, or through a combination of
these methods. The selling stockholders may sell shares through one or more
agents, brokers or dealers or directly to purchasers. These brokers or dealers
may receive compensation in the form of commissions, discounts or concessions
from the selling stockholders and/or purchasers of the shares, or both.
Compensation as to a particular broker or dealer may be in excess of customary
commissions. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale or non-sale
related transfer. If a selling stockholder is an employee, officer or director
of the Company, he or she will be subject to the Company's policies concerning
trading and other transactions in the Company's securities.

         The number of shares to be offered or resold under this prospectus by
each selling stockholder or other person with whom he or she is acting in
concert for the purpose of selling our shares, may not exceed, during any three
month period, the amount specified in Rule 144(e) under the Securities Act. This
limitation will no longer apply after we meet the registrant requirements for
the use of Form S-3 under the Securities Act.

         The shares of common stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at prices related
to the prevailing market prices, at varying prices determined at the time of
sale or at negotiated prices. These sales may be effected in one or more
transactions, which may involve crosses or block transactions, including:

          o    on the NASDAQ Global Market;

          o    on the Over-the-Counter Bulletin Board;

          o    in the over-the-counter market;

          o    in transactions otherwise than on the Over-the-Counter Bulletin
               Board, on the NASDAQ Global Market or in the over-the-counter
               market;

          o    through the writing of options (including the issuance by the
               selling stockholders of derivative securities), whether the
               options or these other derivative securities are listed on an
               options or other exchange or otherwise;

          o    through the settlement of short sales; or

          o    any combination of the foregoing.

         In connection with the sale of shares, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares in the
course of hedging the positions they assume. The selling stockholders may also
sell the shares short and deliver these shares to close out short positions, or
loan or pledge the shares to broker-dealers or other financial institutions that
in turn may sell these shares. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
that require the delivery to the broker-dealer or other financial institution of
the shares, which the broker-dealer or other financial institution may resell
pursuant to this prospectus, or enter into transactions in which a broker-dealer
makes purchases as a principal for resale for its own account or through other
types of transactions.

         In connection with their sales, a selling stockholder and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares may be deemed to be underwriting discounts or commissions
under the Securities Act. A selling stockholder who is deemed to be an
"underwriter" within the meaning of Section 2(a)(11) of the Securities Act will
be subject to the prospectus delivery requirements of the Securities Act. The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Exchange Act and the rules and

                                       28
regulations thereunder, including, without limitation, Regulation M. Regulation
M may limit the timing of purchases and sales of shares of our common stock by
the selling stockholders and any other person. Furthermore, Regulation M may
restrict, for a period of up to five business days prior to the commencement of
the distribution, the ability of any person engaged in a distribution of shares
of our common stock to engage in market-making activities with respect to these
shares. All of the foregoing may affect the marketability of shares of our
common stock and the ability of any person or entity to engage in market-making
activities with respect to shares of our common stock.

         To the extent required, the shares to be sold, the names of the persons
selling the shares, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.

         We are bearing all of the fees and expenses relating to the
registration of the shares of common stock. Any underwriting discounts,
commissions or other fees payable to broker-dealers or agents in connection with
any sale of the shares will be borne by the selling stockholders. In order to
comply with certain states' securities laws, if applicable, the shares may be
sold in such jurisdictions only through registered or licensed brokers or
dealers. In certain states, the shares may not be sold unless the shares have
been registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained and complied with.
Sales of the shares must also be made by the selling stockholders in compliance
with all other applicable state securities laws and regulations.

         In addition to any shares sold hereunder, selling stockholders may sell
shares of common stock in compliance with Rule 144. There is no assurance that
the selling stockholders will sell all or a portion of the stock being offered
hereby.

         The selling stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities in connection with the offering of the shares arising under
the Securities Act.

         We have notified the selling stockholders of the need to deliver a copy
of this prospectus in connection with any sale of the shares.

                                       29
LEGAL MATTERS

         Weil, Gotshal & Manges LLP, New York, New York will pass upon the
validity of the common stock offered hereby.

                                     EXPERTS

         Ernst & Young LLP, independent registered public accounting firm, has
audited NextWave Wireless Inc.'s consolidated financial statements and schedule
at December 30, 2006 and December 31, 2005, and for the fiscal year ended
December 30, 2006 and the period from April 13, 2005 (inception) to December 31,
2005, as set forth in their report. We have incorporated by reference NextWave
Wireless Inc.'s consolidated financial statements and schedule in the prospectus
and elsewhere in the registration statement in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.

                                       30
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:

          o    The Company's Annual Report on Form 10-K for the year ended
               December 30, 2006, filed with the Commission on March 30, 2007;

          o    The Company's Current Reports on Form 8-K, filed with the
               Commission on January 3, 2007, March 26, 2007 and April 12, 2007;
               and

          o    The description of NextWave Wireless Inc.'s Common Stock
               contained in the Company's post-effective amendment No.1 to the
               registration on Form S-1, filed with the SEC on April 23, 2006.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and prior to the filing of a post-effective amendment
hereto, which indicates that all securities hereunder have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Copies of these documents are not required to be
filed with this Registration Statement, and nothing in this Registration
Statement shall be deemed to incorporate information furnished but not filed
with the Commission.

         The Company will provide without charge to each participant of the
Plans a copy of any or all information that has been incorporated herein by
reference (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
such information) upon the written or oral request of such person directed to
the Vice President of the Company at its offices at 75 Holly Hill Lane,
Greenwich, CT 06830, telephone (203) 742-2539.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") permits
Registrant's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action, suit, or proceeding in which such
person is made a party by reason of his or her being or having been a director,
officer, employee, or agent of us, or serving or having served, at our request,
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
statute provides that indemnification pursuant to its provisions is not

                                       31
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

         As permitted by Section 102(b)(7) of the DGCL, Article VII of
Registrant's Certificate of Incorporation limits the liability of its directors
and officers for any loss, claim or damage incurred by reason of any act or
omission performed or omitted by such person on Registrant's behalf and in good
faith and in a manner reasonably believed to be within the scope of the
authority conferred on such person by Registrant's bylaws. Registrant will
advance the costs incurred by or on behalf of any director or officer in
connection with any indemnified loss within 20 days after Registrant receives a
detailed statement providing reasonable documentation of such costs and
providing a written undertaking stating that such person will repay all advanced
costs if it is later determined that such individual was entitled to
indemnification by Registrant. We believe that the limitation of liability
provision in Registrant's by-laws will facilitate its ability to continue to
attract and retain qualified individuals to serve as directors and officers.

         However, pursuant to Section 102(b)(7) of the DGCL, a director or
officer will be liable for any act or omission (i) not performed or omitted in
good faith or which such person did not reasonably believe to be in Registrant's
best interests or which involved intentional misconduct or knowing violation of
the law or (ii) from which such person received an improper personal benefit.
The provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

         At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of Registrant in which
indemnification is being sought, nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

 ITEM 8. EXHIBITS.

      EXHIBIT NO.   DESCRIPTION
      -----------   -----------

         4.1   -    Specimen common stock certificate (incorporated by reference
                    to Exhibit 4.1 to the Company's Registration Statement on
                    Form S-4/A filed November 7, 2006)

         4.2   -    Warrant Agreement, dated as of July 17, 2006, among NextWave
                    Wireless Inc. and the Holders listed on Schedule I thereto
                    (incorporated by reference to Exhibit 4.2 to the Current
                    Report on Form 8-K of NextWave Wireless LLC filed July 21,
                    2006 (the "July 21, 2006 Form 8-K"))

         4.3   -    Registration Rights Agreement, dated as of July 17, 2006,
                    among NextWave Wireless Inc. and the Purchasers listed on
                    Schedule I thereto (incorporated by reference to Exhibit 4.3
                    to the July 21, 2006 Form 8-K)

         5     -    Opinion of Weil, Gotshal & Manges LLP*

         23.1  -    Consent of Ernst & Young LLP, Independent Registered Public
                    Accounting Firm*

         23.2  -    Consent of Weil, Gotshal & Manges LLP (included in its
                    opinion which appears as Exhibit 5 to this Registration
                    Statement)*

                                       32
24    -    Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference)*

         99.1  -    NextWave Wireless Inc. 2005 Stock Incentive Plan
                    (incorporated by reference to Exhibit 99.1 of the
                    Post-Effective Amendment No.1 to the Form S-8, filed January
                    18, 2007)*

         99.2  -    Amendment No.1 to NextWave Wireless Inc. 2005 Stock
                    Incentive Plan (incorporated by reference to Annex A of the
                    Company's Proxy Statement for the 2007 Annual Meeting of
                    Stockholders, filed on April 19, 2007)*

         99.3  -    CYGNUS Communications, Inc. 2004 Stock Option Plan
                    (incorporated by reference to Exhibit 10.3 to the Form 10)*

         99.4  -    PacketVideo Corporation 2005 Equity Incentive Plan
                    (incorporated by reference to Exhibit 10.2 to the
                    Registration Statement of NextWave Wireless LLC Form 10
                    filed on May 1, 2006)*

         99.5  -    NextWave Wireless Inc. 2007 New Employee Stock Incentive
                    Plan*

         99.6  -    Nextwave Wireless Inc. 2007 New Employee Stock Incentive
                    Option Award Agreement*

         99.7  -    GO Networks, Inc. Employee Stock Bonus Plan*

         -------------

         * Filed herewith or incorporated by reference

ITEM 9.  UNDERTAKINGS

        (a)     The undersigned Registrant hereby undertakes:

                (1)     to file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement;

                        (i)     to include any prospectus required by Section
                                10(a)(3) of the Securities Act of 1933;

                        (ii)    to reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement; and

                        (iii)   to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a
                post-effective amendment by the foregoing paragraphs is
                contained in periodic reports filed with or furnished to the
                Securities and Exchange Commission by the Registrant pursuant to
                Section 13 or Section 15(d) of the Securities Exchange Act of
                1934 that are incorporated by reference in the Registration
                Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new Registration
                        Statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

                                       33
(b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the Registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 that is incorporated by reference in the Registration
                Statement shall be deemed to be a new Registration Statement
                relating to the securities offered therein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the Registrant pursuant to the
                foregoing provisions, or otherwise, the Registrant has been
                advised that in the opinion of the Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the Securities Act of 1933 and is, therefore,
                unenforceable. In the event that a claim for indemnification
                against such liabilities (other than the payment by the
                Registrant of expenses incurred or paid by a director, officer
                or controlling person of the Registrant in the successful
                defense of any action, suit or proceeding) is asserted by such
                director, officer or controlling person in connection with the
                securities being registered, the Registrant will, unless in the
                opinion of its counsel the matter has been settled by
                controlling precedent, submit to a court of appropriate
                jurisdiction the question whether such indemnification by it is
                against public policy as expressed in the Securities Act of 1933
                and will be governed by the final adjudication of such issue.

                                       34
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in City of New York, State of New York, on this 1st day of May,
2007.

                                       NEXTWAVE WIRELESS INC.

                                       By: /s/ Frank A. Cassou
                                           -------------------------------------
                                           Frank A. Cassou
                                           Executive Vice President - Corporate
                                           Development and Chief Legal Counsel,
                                           Secretary

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints each of Frank A. Cassou, George C. Alex and Roseann Rustici, or any of
them, each acting alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, to sign this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
any such attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                   TITLE                                 DATE
-----------------------------------  ---------------------------------------------        --------------
Chairman of the Board of Directors, Chief            May 1, 2007
                                     Executive Officer and President
/s/ Allen Salmasi                    (Principal Executive Officer)
-----------------------------------
Allen Salmasi

                                     Executive Vice President - Chief Financial           May 1, 2007
/s/ George C. Alex                   Officer (Principal Financial Officer)
-----------------------------------
George C. Alex

                                     Senior Vice President - Corporate Controller         May 1, 2007
/s/ Fran J. Harding                  (Principal Accounting Officer)
-----------------------------------
Fran J. Harding

/s/ Frank A. Cassou                  Director                                             May 1, 2007
-----------------------------------
Frank A. Cassou

                                      S - 1
/s/ Kevin M. Finn                    Director                                             May 1, 2007
-----------------------------------
Kevin M. Finn

/s/ Douglas F. Manchester            Director                                             May 1, 2007
-----------------------------------
Douglas F. Manchester

/s/ Jack Rosen                       Director                                             May 1, 2007
-----------------------------------
Jack Rosen

/s/ Robert T. Symington              Director                                             May 1, 2007
-----------------------------------
Robert T. Symington

/s/ William H. Webster               Director                                             May 1, 2007
-----------------------------------
William H. Webster
S - 2
EXHIBIT INDEX

      EXHIBIT NO.   DESCRIPTION
      -----------   -----------

         4.1   -    Specimen common stock certificate (incorporated by reference
                    to Exhibit 4.1 to the Company's Registration Statement on
                    Form S-4/A filed November 7, 2006)

         4.2   -    Warrant Agreement, dated as of July 17, 2006, among NextWave
                    Wireless Inc. and the Holders listed on Schedule I thereto
                    (incorporated by reference to Exhibit 4.2 to the Current
                    Report on Form 8-K of NextWave Wireless LLC filed July 21,
                    2006 (the "July 21, 2006 Form 8-K"))

         4.3   -    Registration Rights Agreement, dated as of July 17, 2006,
                    among NextWave Wireless Inc. and the Purchasers listed on
                    Schedule I thereto (incorporated by reference to Exhibit 4.3
                    to the July 21, 2006 Form 8-K)

         5     -    Opinion of Weil, Gotshal & Manges LLP*

         23.1  -    Consent of Ernst & Young LLP, Independent Registered Public
                    Accounting Firm*

         23.2  -    Consent of Weil, Gotshal & Manges LLP (included in its
                    opinion which appears as Exhibit 5 to this Registration
                    Statement)*

         24    -    Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference)*

         99.1  -    NextWave Wireless Inc. 2005 Stock Incentive Plan
                    (incorporated by reference to Exhibit 99.1 of the
                    Post-Effective Amendment No.1 to the Form S-8, filed January
                    18, 2007)*

         99.2  -    Amendment No.1 to NextWave Wireless Inc. 2005 Stock
                    Incentive Plan (incorporated by reference to Annex A of the
                    Company's Proxy Statement for the 2007 Annual Meeting of
                    Stockholders, filed on April 19, 2007)*

         99.3  -    CYGNUS Communications, Inc. 2004 Stock Option Plan
                    (incorporated by reference to Exhibit 10.3 to the Form 10)*

         99.4  -    PacketVideo Corporation 2005 Equity Incentive Plan
                    (incorporated by reference to Exhibit 10.2 to the
                    Registration Statement of NextWave Wireless LLC Form 10
                    filed on May 1, 2006)*

         99.5  -    NextWave Wireless Inc. 2007 New Employee Stock Incentive
                    Plan*

         99.6  -    Nextwave Wireless Inc. 2007 New Employee Stock Incentive
                    Option Award Agreement*

         99.7  -    GO Networks, Inc. Employee Stock Bonus Plan*

         -------------

         * Filed herewith or incorporated by reference