UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to Section 240.14a-12

SPARTACUS ACQUISITION CORPORATION
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

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(2)

 

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(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

 

   

(4)

 

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Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

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PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF
STOCKHOLDERS OF

Spartacus Acquisition Corporation

PROSPECTUS FOR 102,572,147 SHARES OF COMMON STOCK AND 10,000,000 WARRANTS OF

Spartacus Acquisition Shelf Corp.

Dear Spartacus Acquisition Corporation Stockholders:

On June 9, 2021, Spartacus Acquisition Corporation, a Delaware corporation (“we,” “us,” “our,” “Spartacus” or the “Company”), Spartacus Acquisition Shelf Corp., a Delaware corporation (“Shelf”), NextNav, LLC, a Delaware limited liability company, NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”), NEA 14 NextNav Blocker, LLC, a Delaware limited liability company (“NEA Blocker”), Oak NextNav Blocker, LLC, a Delaware limited liability company (“Oak Blocker”), Columbia Progeny Partners IV, Inc., a Delaware corporation (“Columbia Blocker”), Global Long Short Partners Aggregating Holdings Del VII LLC, a Delaware limited liability company (“GS Blocker 1”), Global Private Opportunities Partners Holdings II Corp., a Delaware corporation, (“GS Blocker 2,” and collectively with NEA Blocker, Oak Blocker, Columbia Blocker, and GS Blocker 1, “Blockers”), SASC (SPAC) Merger Sub 1 Corporation, a Delaware corporation (“MS 1”), SASC (Target) Merger Sub 2 LLC, a Delaware limited liability company (“MS 2”), SASC (NB) Merger Sub 3 LLC, a Delaware limited liability company (“MS 3”), SASC (OB) Merger Sub 4 LLC, a Delaware limited liability company (“MS 4”), SASC (CB) Merger Sub 5 Corporation, a Delaware corporation (“MS 5”), SASC (GB1) Merger Sub 6 LLC, a Delaware limited liability company (“MS 6”) , and SASC (GB2) Merger Sub 7 Corporation, a Delaware corporation (“MS 7,” and collectively with MS 1, MS 2, MS 3, MS 4, MS 5, and MS 6, the “Merger Entities”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Entities are each wholly owned subsidiaries of Shelf. The Merger Agreement provides for, among other things, (a) MS 1 to be merged with and into Spartacus, with Spartacus surviving the merger; (b) MS 2 to be merged with and into Holdings, with Holdings surviving the merger; (c) MS 3 to be merged with and into NEA Blocker, with NEA Blocker surviving the merger; (d) MS 4 to be merged with and into Oak Blocker, with Oak Blocker surviving the merger; (e) MS 5 to be merged with and into Columbia Blocker, with Columbia Blocker surviving the merger; (f) MS 6 to be merged with and into GS Blocker 1, with GS Blocker 1 surviving the merger; and (g) MS 7 to be merged with and into GS Blocker 2, with GS Blocker 2 surviving the merger. As a result of the Transactions, the Company, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2 and Holdings and the various operating subsidiaries of Holdings (we refer to Holdings and its operating subsidiaries collectively as “NextNav”), will become wholly owned subsidiaries of Shelf, with the equity holders of each of NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2 (collectively referred to as the “Sellers”), and the equity holders of Holdings (collectively with Sellers, the “Holdings Exchanging Parties”) and the Company’s stockholders becoming stockholders of Shelf.

At the special meeting in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”), which will be held will be held virtually on October 27, 2021, at 10:30 a.m., Eastern Time, our stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal”), to approve the business combination and adopt the Merger Agreement. The aggregate number of shares of Shelf common stock to be issued in the Transactions, based on Holdings’ expected capitalization at Closing, assuming no redemptions, is approximately 112.9 million shares of Shelf’s common stock. The number of shares of the equity consideration will be based on a $10.00 per share value for Shelf’s common stock. For additional information, see the section in the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Our stockholders will also be asked to consider and vote upon the following proposals: (a) to approve a series of proposals regarding the material differences between Shelf’s amended and restated certificate of incorporation that will be in effect upon the closing of the Transactions (the “NextNav Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and the Company’s current amended and restated certificate of incorporation (our “charter”) (collectively, the “charter Proposals”), (b) to approve and adopt the NextNav Inc. 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Incentive Plan Proposal”), (c) to approve the NextNav Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “Employee Stock

 

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Purchase Plan Proposal”), (d) to elect three directors to serve on our board of directors until the 2024 annual meeting of stockholders, and until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (the “Existing Director Election Proposal”), (e) to elect seven directors, effective as of and contingent upon the consummation of the Business Combination, to serve on Shelf’s board of directors until the expiration of their applicable term, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the “New Director Election Proposal” and together with the Existing Director Election Proposal, the “Director Election Proposals”), (f) to approve, in accordance with the provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of Spartacus’ issued and outstanding common stock in connection with the private placement of shares of Spartacus’ Class A common stock in connection with and immediately prior to consummation of the Business Combination (the “Nasdaq Proposal”), and (g) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes received to pass the resolution to approve the Business Combination Proposal, the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposals, or the Nasdaq Proposal (the “Adjournment Proposal”). Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

Pursuant to the Merger Agreement, each outstanding share of our common stock shall be converted into one share of Shelf’s common stock. Our outstanding warrants shall, by their terms, automatically entitle the holders to purchase shares of Shelf’s common stock upon consummation of the Business Combination. The accompanying proxy statement/prospectus covers 102,572,147 shares of Shelf common stock, including 10,000,000 shares of Shelf common stock issuable upon exercise of public warrants, and 10,000,000 public warrants to acquire shares of Shelf common stock. A registration statement covering the issuance of Shelf’s common stock upon exercise of our private placement warrants will be filed after the closing of the Transactions.

Additionally, in connection with the execution of the Merger Agreement, to raise additional proceeds in connection with the Transactions, Spartacus and Shelf have entered into subscription agreements pursuant to which, among other things, certain investors have agreed to purchase an aggregate of 20.5 million shares of Class A common stock (with such shares immediately being cancelled in connection with the mergers and in consideration for newly issued Shelf common stock), for a purchase price of $10.00 per share, for an aggregate purchase price of $205,000,000 (the “PIPE Financing”).

Our Class A common stock, units and warrants are currently listed on The Nasdaq Stock Market under the symbols “TMTS,” “TMTSU” and “TMTSW,” respectively. There are currently no holders of Shelf securities. Prior to the closing of the Business Combination, Shelf will apply to list, to be effective at the time of the business combination, its common stock and warrants on The Nasdaq Capital Market. We expect its common stock and warrants to be listed under the symbols “NN” and “NNAVW,” respectively. Our units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security; therefore, Shelf will not have units traded following consummation of the Business Combination.

Pursuant to our charter, we are providing holders of the shares of Class A common stock included in the units issued in our initial public offering (our “public stockholders”), with the opportunity, upon the closing of the mergers and the other transactions contemplated by the Merger Agreement (the “Transactions”) and subject to the limitations described in the accompanying proxy statement/prospectus, to redeem their shares of our Class A common stock for cash equal to their pro rata share of the aggregate amount on deposit in our Trust Account (as of two business days prior to the consummation of the Transactions). For illustrative purposes, based on funds in our Trust Account of approximately $203.0 million on June 30, 2021, stockholders would have received a redemption price of approximately $10.15 per share of our Class A common stock. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal.

We are providing the accompanying proxy statement/prospectus and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. The special meeting of our stockholders will be held at 10:30 a.m. Eastern Time on October 27, 2021. Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement/prospectus and its annexes carefully, including the section entitled “Risk Factors” beginning on page 41.

Your vote is very important, regardless of the number of shares of our common stock you own. To ensure your representation at the special meeting, please take the time to vote by following the instructions contained

 

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in the accompanying proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to virtually attend the special meeting. Submitting a proxy now will not prevent you from being able to vote online at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the special meeting. If you fail to return your proxy card and do not virtually attend the special meeting to vote, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will have no effect on the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Existing Director Election Proposal, the New Director Election Proposal, the Nasdaq Proposal, or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to virtually attend the special meeting and vote online, obtain a legal proxy from your broker or bank.

The Business Combination Proposal is conditioned on the approval of the charter Proposals, the New Director Election Proposal and the Nasdaq Proposal. In addition, (i) the charter Proposals are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, (ii) the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal, (iii) the New Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal and (iv) the Nasdaq Proposal is conditioned on the Business Combination Proposal and the charter Proposals. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and NextNav do not waive the applicable closing condition under the Merger Agreement, then we will not consummate the Transactions. In addition, NextNav’s obligations to consummate the Transactions are conditioned upon the Company’s available closing date total cash (including cash in the Trust Account after giving effect to any redemptions and payment of transaction expenses, and the proceeds of the PIPE Financing) being equal to or greater than $250.0 million.

Our board of directors unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal and “FOR” the other proposals presented in this proxy statement/prospectus. In considering the recommendation of our board of directors, you should keep in mind that our directors and executive officers may have interests in the Transactions that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

 

Sincerely,

   

/s/ Peter D. Aquino

   

Peter D. Aquino

   

Chief Executive Officer and Chairman of the Board

This proxy statement/prospectus is dated September 16, 2021, and is first being mailed to our stockholders on or about September 20, 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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Spartacus ACQUISITION CORPoration

6470 E Johns Crossing, Suite 490
Duluth, Georgia 30097

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS OF Spartacus Acquisition Corporation

To Be Held on October 27, 2021

To the Stockholders of Spartacus Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of stockholders (the “special meeting”), of Spartacus Acquisition Corporation, a Delaware corporation, will be held on October 27, 2021, at 10:30 a.m., Eastern Time. Only stockholders who hold shares of common stock of Spartacus Acquisition Corporation at the close of business on September 13, 2021, the record date for the special meeting, are entitled to vote at the special meeting and any adjournments or postponements thereof.

The special meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the special meeting online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/spartacusacquisitioncorp/sm2021. We are pleased to utilize the virtual stockholder meeting technology to (i) provide ready access and cost savings for our stockholders and the Company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control due to the novel coronavirus. The virtual meeting format allows attendance from any location in the world.

You are cordially invited to virtually attend the special meeting, which will be held to consider and vote upon the following matters:

(1)    The Business Combination Proposal — a proposal to approve the business combination and adopt the Merger Agreement;

(2)    The charter Proposals — proposals to approve the following material differences, among other changes, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Transactions (the “NextNav Charter”), and the Company’s current amended and restated certificate of incorporation (our “charter”): (i) the name of the new public entity will be “NextNav Inc.” as opposed to “Spartacus Acquisition Corporation”; (ii) various provisions applicable only to blank check companies that are not applicable to Shelf will be removed; (iii) Shelf will have 500,000,000 authorized shares of common stock and 100,000,000 authorized shares of preferred stock, as opposed to the Company having 221,000,000 authorized shares of capital stock, consisting of 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock (together with the Class A common stock, our “common stock”) and 1,000,000 authorized shares of preferred stock, and will only have one class of common stock; (iv) Shelf’s stockholders will be able to increase or decrease (but not below the number of shares thereof then outstanding) the number of authorized shares of common stock by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares, instead of by a vote of only the holders of that class being increased or decreased; (v) Shelf’s board of directors will be comprised of only one class of directors, with each director elected annually, as opposed to the current three classes of directors with each director elected to three year terms, and such directors may be removed with or without cause as opposed to only for cause; (vi) the NextNav Charter will include a requirement that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares Shelf be required to (A) adopt, amend or repeal any provision of the bylaws or (B) to amend certain articles of the NextNav Charter, unless two-thirds of the board of Shelf has already approved of change to the NextNav Charter, in which case only a majority of the voting power of all the then outstanding shares shall be required, in each case as opposed to, subject to certain exception, requiring a simple majority requirement; (vii) Shelf will not renounce any corporate opportunity; and (viii) the NextNav Charter will include provisions that restrict the transfer by certain Shelf stockholders other than our public stockholders for specific periods of time following closing;

(3)    The Incentive Plan Proposal — a proposal to adopt the NextNav Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”);

 

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(4)    The Employee Stock Purchase Plan Proposal — a proposal to adopt the NextNav Inc. 2021 Employee Stock Purchase Plan, (the “Employee Stock Purchase Plan”);

(5)    The Existing Director Election Proposal — a proposal to elect three Class I directors to serve on our board of directors until the 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death;

(6)    The New Director Election Proposal — a proposal to elect seven directors to Shelf’s board of directors (the “New Director Election Proposal” and together with the Existing Director Election Proposal, the “Director Election Proposals”);

(7)    The Nasdaq Proposal — a proposal to approve, in accordance with the provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of Spartacus’ issued and outstanding common stock in connection with the private placement of shares of Spartacus’ Class A common stock in connection with and immediately prior to consummation of the Business Combination; and

(8)    The Adjournment Proposal — a proposal to approve the adjournment of the special meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposals, or the Nasdaq Proposal.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of our common stock at the close of business on September 13, 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

All Spartacus stockholders are cordially invited to virtually attend the special meeting. To ensure your representation at the special meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote online at the special meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the special meeting. If you fail to return your proxy card and do not attend the special meeting online to vote, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Existing Director Election Proposal, the New Director Election Proposal, the Nasdaq Proposal, or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote online, obtain a legal proxy from your broker or bank. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal.

The Business Combination Proposal is conditioned on the approval of the charter Proposals, the New Director Election Proposal and the Nasdaq Proposal. In addition, (i) the charter Proposals are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, (ii) the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal, (iii) the New Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal and (iv) the Nasdaq Proposal is conditioned on the Business Combination Proposal and the charter Proposals. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the proxy statement/prospectus.

It is important for you to note that if the Business Combination Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and NextNav do not waive the applicable closing condition under the Merger Agreement, then we will not consummate the Transactions. After careful consideration, our board of directors has determined that the Business Combination Proposal, the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposals, the Nasdaq Proposal, and the Adjournment Proposal are fair to and in the best interests of Spartacus and our stockholders and, therefore,

 

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unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal and “FOR” the other proposals presented in the accompanying proxy statement/prospectus. In considering the recommendation of our board of directors, you should keep in mind that our directors and executive officers may have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

A complete list of Spartacus stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Spartacus for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is very important, regardless of the number of shares of our common stock you own. To ensure your representation at the special meeting, please take the time to vote by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to virtually attend the special meeting. Submitting a proxy now will not prevent you from being able to vote online at the special meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the business combination and related transactions and each of our proposals. Whether or not you plan to virtually attend the special meeting, we urge you to read the accompanying proxy statement/prospectus and its annexes carefully, including the section entitled “Risk Factors” beginning on page 41 thereof. If you have any questions regarding the accompanying proxy statement/prospectus or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (i) (800) 662-5200 if you are a stockholder or (ii) collect at (203) 658-9400 if you are a broker or bank.

Duluth, Georgia

 

By Order of the Board of Directors,

September 16, 2021

 

/s/ Igor Volshteyn

   

Igor Volshteyn

   

Chief Financial Officer and Corporate Secretary

 

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TABLE OF CONTENTS

 

Page

ADDITIONAL INFORMATION

 

1

FREQUENTLY USED TERMS

 

1

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

4

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

19

SELECTED HISTORICAL FINANCIAL INFORMATION OF SPARTACUS

 

33

SELECTED HISTORICAL FINANCIAL INFORMATION OF HOLDINGS

 

34

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

35

COMPARATIVE PER SHARE DATA

 

36

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

38

LEGAL MATTERS RELATED TO THE MERGERS

 

40

RISK FACTORS

 

41

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

73

SPECIAL MEETING OF SPARTACUS STOCKHOLDERS

 

89

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

93

PROPOSAL NOS. 2A — 2N — THE CHARTER PROPOSALS

 

131

PROPOSAL NO. 3 — THE INCENTIVE PLAN PROPOSAL

 

137

PROPOSAL NO. 4 — THE EMPLOYEE STOCK PURCHASE PROPOSAL

 

148

PROPOSAL NO. 5 — THE EXISTING DIRECTOR ELECTION PROPOSAL

 

155

PROPOSAL NO. 6 — THE NEW DIRECTOR ELECTION PROPOSAL

 

156

PROPOSAL NO. 7 — THE NASDAQ PROPOSAL

 

157

PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

 

158

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

159

INFORMATION ABOUT SPARTACUS

 

167

SPARTACUS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

176

INFORMATION ABOUT NEXTNAV

 

179

NEXTNAV’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

201

MANAGEMENT FOLLOWING THE BUSINESS COMBINATION

 

214

DESCRIPTION OF SECURITIES

 

222

BENEFICIAL OWNERSHIP OF SECURITIES

 

232

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

237

INFORMATION ON SECURITIES AND DIVIDENDS

 

242

LEGAL MATTERS

 

243

EXPERTS

 

243

APPRAISAL RIGHTS

 

243

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

243

TRANSFER AGENT AND REGISTRAR

 

244

SUBMISSION OF STOCKHOLDER PROPOSALS

 

244

FUTURE STOCKHOLDER PROPOSALS

 

244

WHERE YOU CAN FIND MORE INFORMATION

 

245

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A – MERGER AGREEMENT

 

A-1

ANNEX B – NEXTNAV CHARTER

 

B-1

ANNEX C – NEXTNAV BYLAWS

 

C-1

ANNEX D – INCENTIVE PLAN

 

D-1

ANNEX E – EMPLOYEE STOCK PURCHASE PLAN

 

E-1

ANNEX F – SCURA PARTNERS’ OPINION

 

F-1

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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning Shelf or the Company, without charge, by written request to Igor Volshteyn, Chief Financial Officer, at Spartacus Acquisition Corporation, 6470 E Johns Crossing, Suite 490, Duluth, Georgia 30097, or by telephone request at (770) 305-6434 or Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902 or by telephone request at (800) 662-5200 if you are a stockholder or collect at (203) 658-9400 if you are a broker or bank or from the SEC through the SEC website at http://www.sec.gov.

In order for the Company’s stockholders to receive timely delivery of the documents in advance of the special meeting of the Company to be held on October 27, 2021, you must request the information no later than October 20, 2021, five business days prior to the date of the special meeting.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms we, us, our, the Company and Spartacus refer to Spartacus Acquisition Corporation. Furthermore, in this proxy statement/prospectus:

“B. Riley Advisory” means GlassRatner Advisory & Capital Group, LLC (dba B. Riley Advisory Services).

“B. Riley Investments” means B. Riley Principal Investments, LLC.

“B. Riley Securities” means B. Riley Securities, Inc.

“Blockers” means NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, and GS Blocker 2.

“Business Combination” or “business combination” means the Transactions contemplated by the Merger Agreement and related agreements.

“Class A common stock” means Class A common stock, par value $0.0001 per share, of Spartacus.

“Class B common stock” means Class B common stock, par value $0.0001 per share, of Spartacus.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company common stock” or “our common stock” means the Class A common stock and Class B common stock, collectively.

“Columbia Blocker” means Columbia Progeny Partners IV, Inc., a Delaware corporation.

“DGCL” means the Delaware General Corporation Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“founder shares” means the shares of our Class B common stock initially purchased by our Sponsor in a private placement prior to our IPO (or their permitted transferees).

“GS Blocker 1” means Global Long Short Partners Aggregating Holdings Del VII LLC, a Delaware limited liability company.

“GS Blocker 2” means Global Private Opportunities Partners Holdings II Corp., a Delaware corporation.

“Holdings” means NextNav Holdings, LLC, a Delaware limited liability company.

“Holdings Exchanging Parties” means Sellers and the other equity holders of Holdings.

“initial public offering” or “IPO” means our initial public offering, consummated on October 19, 2020, in which we sold 20,000,000 public units at $10.00 per unit.

“initial stockholders” or “initial holders” means our Sponsor and any other holders of our founder shares prior to our IPO (or their permitted transferees).

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“Mergers” means, collectively, the following mergers pursuant to the Merger Agreement:

(a)     the Spartacus Merger;

(b)    the merger of MS 2 with and into Holdings, with Holdings surviving the merger;

(c)     the merger of MS 3 with and into NEA Blocker, with NEA Blocker surviving the merger;

(d)    the merger of MS 4 with and into Oak Blocker, with Oak Blocker surviving the merger;

(e)     the merger of MS 5 with and into Columbia Blocker, with Columbia Blocker surviving the merger;

(f)     the merger of MS 6 with and into GS Blocker 1, with GS Blocker 1 surviving the merger; and

(g)    the merger of MS 7 with and into GS Blocker 2, with GS Blocker 2 surviving the merger.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of June 9, 2021, as it may be amended, by and among Spartacus, Holdings, NextNav, LLC, Merger Entities, and Blockers.

“Merger Entities” means MS 1, MS 2, MS 3, MS 4, MS 5, MS 6, and MS 7.

“MS 1” means SASC (SPAC) Merger Sub 1 Corporation, a Delaware corporation.

“MS 2” means SASC (Target) Merger Sub 2 LLC, a Delaware limited liability company.

“MS 3” means SASC (NB) Merger Sub 3 LLC, a Delaware limited liability company.

“MS 4” means SASC (OB) Merger Sub 4 LLC, a Delaware limited liability company.

“MS 5” means SASC (CB) Merger Sub 5 Corporation, a Delaware corporation.

“MS 6” means SASC (GB1) Merger Sub 6 LLC, a Delaware limited liability company.

“MS 7” means SASC (GB2) Merger Sub 7 Corporation, a Delaware corporation.

“Nasdaq” means The Nasdaq Capital Market.

“NEA Blocker” means NEA 14 NextNav Blocker, LLC, a Delaware limited liability company.

“NextNav” means Holdings and its operating subsidiaries, including NextNav, LLC, a Delaware limited liability company.

“NextNav Bylaws” means the amended and restated bylaws of Shelf which will be adopted prior to the closing of the Business Combination and is attached hereto as Annex C.

“NextNav Charter” means the proposed amended and restated certificate of incorporation of Shelf. A copy of the proposed charter, which, if approved by our stockholders, will be filed with the Secretary of State of the State of Delaware immediately prior to the closing of the Business Combination is attached hereto as Annex B.

“Oak Blocker” means Oak NextNav Blocker, LLC, a Delaware limited liability company.

“PIPE Financing” means the expected issuance and sale of up to 20.5 million PIPE Shares at a purchase price of $10.00 per share for aggregate gross proceeds of $205.0 million in a private placement to the PIPE Investors pursuant to the Subscription Agreement.

“PIPE Investors” means the institutional accredited investors and qualified institutional buyers who entered into the Subscription Agreements for the PIPE Financing.

“PIPE Shares” means the shares of Class A common stock that are issued in the PIPE Financing.

“private placement warrants” means the warrants initially issued to our Sponsor and B. Riley Investments in a private placement simultaneously with the closing of our IPO.

“public shares” means the shares of our Class A common stock sold as part of the units in our IPO (whether they are purchased in our initial public offering or thereafter in the open market).

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“public stockholders” means holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares.

“public units” means Spartacus’ units sold in the IPO, each of which consists of one public share and one-half of one Public Warrants.

“public warrants” or “Public Warrants” means the 10,000,000 warrants underlying the public units issued in our IPO, each of which is exercisable for one share of our Class A common stock in accordance with its terms.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers mean the equity holders of each of the Blockers.

“Shelf means Spartacus Acquisition Shelf Corp., a Delaware corporation, which shall be the public company upon the closing of the business combination.

“special meeting” means the special meeting in lieu of the 2021 annual meeting of stockholders of Spartacus that is the subject of this proxy statement/prospectus.

“Spartacus Merger” means the merger of MS 1 with and into Spartacus, with Spartacus surviving the merger.

“Sponsor” means Spartacus Sponsor LLC, a Delaware limited liability company.

“Subscription Agreement” means the Subscription Agreement, dated June 9, 2021, entered into among the Company, Shelf and each of the PIPE Investors for the PIPE Financing.

“Transactions” means the Mergers and the other transactions contemplated by the Merger Agreement.

“Trust Account” means the trust account into which approximately $203.0 million of the net proceeds of our IPO and the private placement were deposited for the benefit of the public stockholders.

“warrant agreement” means, collectively, (i) the warrant agreement, dated October 15, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and (ii) the form of amended and restated warrant Agreement, by and among the Company, Shelf, and Continental Stock Transfer & Trust Company, as warrant agent.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Transactions. The following questions and answers do not include all the information that may be important to you. We urge stockholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Our stockholders are being asked to consider and vote upon a proposal to approve the business combination and adopt the Merger Agreement, among other proposals. We have entered into the Merger Agreement by and among Shelf, NextNav, LLC, Holdings, the Merger Entities and the Blockers. Pursuant to the Merger Agreement, the aggregate consideration to be paid to the Holdings Exchanging Parties in the Transactions will consist of, based on Holdings’ current capitalization, an estimated 67.4 million shares of Shelf’s common stock, options to purchase approximately 2.0 million shares of Shelf’s common stock and a warrant to purchase approximately 4.4 million shares of Shelf’s common stock. In addition, each outstanding share of our common stock shall be converted into one share of Shelf common stock and our outstanding warrants shall, by their terms, automatically entitle the holders to purchase shares of Shelf common stock upon consummation of the business combination. The number of shares of Shelf’s common stock to be issued as consideration in the business combination will be based on a $10.00 per share value. For additional information, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Our Class A common stock, units and warrants are currently listed on Nasdaq under the symbols “TMTS,” “TMTSU” and “TMTSW,” respectively. Prior to the closing of the business combination, Shelf will apply to list, to be effective at the time of the business combination, its common stock and warrants on Nasdaq. We expect its common stock and warrants to be listed under the symbols “NN” and “NNAVW,” respectively. At the closing, any of our units that are not already trading separately will automatically separate into their component shares of Shelf common stock and warrants to purchase one share of Shelf common stock. Shelf will not have units traded following consummation of the business combination.

This proxy statement/prospectus and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes, which we urge you to do.

Q:     What is being voted on at the special meeting?

A:     Our stockholders are being asked to vote on the following proposals:

The Business Combination Proposal — a proposal to approve the business combination and adopt the Merger Agreement;

The charter Proposals — proposals to approve the following material differences, among other changes, between the amended and restated certificate of incorporation of Shelf that will be in effect upon the closing of the Transactions ( the “NextNav Charter”), and the Company’s current amended and restated certificate of incorporation (our “charter”): (i) the name of the new public entity will be “NextNav Inc.” as opposed to “Spartacus Acquisition Corporation”; (ii) various provisions applicable only to blank check companies that are not applicable to Shelf will be removed; (iii) Shelf will have 500,000,000 authorized shares of common stock and 100,000,000 authorized shares of preferred stock, as opposed to the Company having 221,000,000 authorized shares of capital stock, consisting of 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock (together with the Class A common stock, our “common stock”), and 1,000,000 authorized shares of preferred stock, and will only have one class of common stock; (iv) Shelf’s stockholders will be able to increase or decrease (but not below the number of shares thereof then outstanding) the number of authorized shares of common stock by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares, instead of by a vote of only the holders of that class being increased or decreased; (v) Shelf’s board of directors will be comprised of only one class of directors, with each director elected annually, as opposed to the current three classes of directors with each director elected to three year terms, and such directors may be removed with or without

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cause as opposed to only for cause; (vi) the NextNav charter will include a requirement that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares Shelf be required to (A) adopt, amend or repeal any provision of the NextNav Bylaws or (B) to amend certain articles of the NextNav Charter, unless two-thirds of the board of Shelf has already approved of change to the NextNav Charter, in which case only a majority of the voting power of all the then outstanding shares shall be required, in each case as opposed to, subject to certain exception, requiring a simple majority requirement; (vii) Shelf will not renounce any corporate opportunity; and (viii) the NextNav Charter will include provisions that restrict the transfer by certain Shelf stockholders other than our public stockholders for specific periods of time following closing;

The Incentive Plan Proposal — a proposal to adopt the NextNav Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”);

The Employee Stock Purchase Plan Proposal — a proposal to adopt the NextNav Inc. 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”);

The Existing Director Election Proposal — a proposal to elect three Class I directors to serve on our board of directors until the 2024 annual meeting of stockholders, or in each case until his or her respective successors are duly elected and qualified by our board of directors or until his or her earlier death, resignation or removal from office;

The New Director Election Proposal — a proposal to elect, seven directors to the Combined Company’s board of directors;

The Nasdaq Proposal — a proposal to approve, in accordance with the provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of Spartacus’ issued and outstanding common stock in connection with the PIPE Financing in connection with and immediately prior to consummation of the Business Combination; and

The Adjournment Proposal — a proposal to approve the adjournment of the special meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal, or the Director Election Proposals.

Q:     Who can attend, vote and ask questions at the Annual Meeting?

A:     Only stockholders as of the record date, or their duly appointed proxies, may virtually attend the special meeting. To enter the special meeting and have the ability to submit questions during the special meeting, stockholders must have their control number available. Only one stockholder per control number can access the special meeting. We encourage stockholders to log in to the website and access the special meeting before the special meeting’s start time.

Stockholders may vote electronically during the special meeting at https://www.cstproxy.com/spartacusacquisitioncorp/sm2021 by entering your control number and following the instructions.

During the special meeting, we will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Q:     Are the proposals conditioned on one another?

A:     The Business Combination Proposal is conditioned on the approval of the charter Proposals, the New Director Election Proposal and the Nasdaq Proposal. In addition, (i) the charter Proposals are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, (ii) the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal, (iii) the New Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal and (iv) the Nasdaq Proposal is conditioned on the Business Combination Proposal and the charter Proposals. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on

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the approval of any other proposal set forth in the proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and NextNav do not waive the applicable closing condition under the Merger Agreement, then the Transactions will not be consummated.

Q:     Why is Spartacus providing stockholders with the opportunity to vote on the Business Combination?

A:     Our charter requires that we provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal, as required by the DGCL, in order to provide our public stockholders with the opportunity to redeem their public shares in connection with the closing of the Transactions.

Q:     What will happen in the Business Combination?

A:     At the closing, (i) MS 1 will be merged with and into Spartacus, with Spartacus surviving the merger; (ii) MS 2 will be merged with and into Holdings, with Holdings surviving the merger; (iii) MS 3 will be merged with and into NEA Blocker, with NEA Blocker surviving the merger; (iv) MS 4 will be merged with and into Oak Blocker, with Oak Blocker surviving the merger; (v) MS 5 will be merged with and into Columbia Blocker, with Columbia Blocker surviving the merger; (vi) MS 6 will be merged with and into GS Blocker 1, with GS Blocker 1 surviving the merger; and (vii) MS 7 will be merged with and into GS Blocker 2, with GS Blocker 2 surviving the merger. As a result of the Transactions, the Company, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2 and Holdings and the various operating subsidiaries of Holdings will become wholly owned subsidiaries of Shelf, with our stockholders and each of the Holdings Exchanging Parties becoming stockholders of Shelf. Upon consummation of the Business Combination, Shelf will become the public company and change its name to NextNav Inc.

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

A:      We anticipate that, upon completion of the Transactions, assuming that none of our stockholders exercise redemption rights and that, based on Holdings’ expected capitalization at Closing, an aggregate of approximately 112.9 million shares of Shelf’s common stock will be issued in connection with the Transactions, our existing stockholders, together with the PIPE Investors, will hold in the aggregate approximately 40.3% of Shelf’s outstanding common stock (approximately 17.7% held by our public stockholders, approximately 18.2% held by our PIPE Investors and approximately 4.4% held by our Sponsor) and the Holdings Exchanging Parties will hold approximately 59.7% of Shelf’s outstanding common stock. If approximately 14.0 million shares of our Class A common stock are redeemed for cash, which assumes the maximum redemption of our shares while still providing for a minimum of $250.0 million of available cash on the closing date after giving effect to payments to redeeming stockholders and the Company’s and certain Sponsor transaction expenses and the proceeds from the PIPE Financing, and that an aggregate of approximately 98.9 million shares of Shelf’s common stock will be issued as consideration in the Transactions, upon completion of the Transactions, our existing stockholders, together with the PIPE Investors, will hold in the aggregate approximately 31.8% of Shelf’s outstanding common stock (approximately 6.0% held by our public stockholders, approximately 20.7% held by our PIPE Investor and approximately 5.1% held by our Sponsor) and the Holdings Exchanging Parties will hold approximately 68.2% of Shelf’s outstanding common stock. These ownership percentages do not take into account (1) any warrants or options to purchase Shelf’s common stock that will be outstanding following the Business Combination or (2) any equity awards that may be issued under our proposed Omnibus Plan and Employee Stock Purchase Plan following the Business Combination. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, including Sponsor and Holdings Exchanging Parties, will be different.

For additional information regarding beneficial ownership, including how the exercise of warrants held by our Sponsor could alter ownership interests in Shelf, see the section in this proxy statement/prospectus entitled “Beneficial Ownership of Securities.”

If any of the public stockholders as of September 13, 2021 redeem their public shares at the closing of the business combination in accordance with our charter but continue to hold public warrants after the closing of the business combination, the aggregate value of the public warrants that may be retained by them, based on

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the closing trading price per public warrant as of September 13, 2021, would be approximately $14.1 million, or $1.41 per public warrant, regardless of the amount of redemptions by the holders of public stockholders. Public stockholders that do not redeem their public shares in connection with the business combination will experience dilution upon the exercise of public warrants that are retained after the closing of the business combination by redeeming public stockholders. The percentage of the total number of outstanding shares of Shelf common stock that will be owned by public stockholders as a group will vary based on the number of public shares for which the holders thereof request redemption in connection with the business combination.

The following table illustrates varying beneficial ownership levels in Shelf, as well as possible sources and extents of dilution for non-redeeming public stockholders, assuming no redemptions by public stockholders, 50% of the maximum redemption by public stockholders, and the maximum redemptions by public stockholders:

 

No Redemptions(1)

 

%(4)

 

50% of Maximum Redemptions(2)

 

%(4)

 

Maximum Redemptions(3)

 

%(4)

Shares held by NextNav Stockholders

 

67,391,678

 

59.7

%

 

67,391,678

 

63.7

%

 

67,391,678

 

68.2

%

Spartacus Public Shares

 

20,000,000

 

17.7

%

 

12,981,356

 

12.3

%

 

5,962,713

 

6.0

%

Spartacus Founder Shares

 

5,000,000

 

4.4

%

 

5,000,000

 

4.7

%

 

5,000,000

 

5.1

%

PIPE Shares

 

20,500,000

 

18.2

%

 

20,500,000

 

19.4

%

 

20,500,000

 

20.7

%

Total Pro Forma Shares (projected to be issued and outstanding)

 

112,891,678

 

100.0

%

 

105,873,034

 

100.0

%

 

98,854,391

 

100.0

%

Potential sources of dilution:

       

 

       

 

       

 

Spartacus Warrants(5)

 

18,750,000

 

12.4

%

 

18,750,000

 

13.0

%

 

18,750,000

 

13.7

%

NextNav Employee Options(6)

 

1,792,892

 

1.2

%

 

1,792,892

 

1.2

%

 

1,792,892

 

1.3

%

Transaction Grant(7)

 

2,726,908

 

1.8

%

 

2,726,908

 

1.9

%

 

2,726,908

 

2.0

%

AT&T Warrants(8)

 

4,351,662

 

2.9

%

 

4,351,662

 

3.0

%

 

4,351,662

 

3.2

%

Other Options

 

180,039

 

0.1

%

 

180,039

 

0.1

%

 

180,039

 

0.1

%

Omnibus Plan(9)

 

10,091,994

 

6.7

%

 

10,091,994

 

7.0

%

 

10,091,994

 

7.4

%

Total Pro Forma Shares (projected to be issued and outstanding including potential sources of dilution)

 

150,785,173

   

 

 

143,766,529

   

 

 

136,747,886

   

 

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(1)      The expected beneficial ownership of shares of Shelf common stock immediately following the closing of the business combination and the PIPE Financing, assuming none of our public shares are redeemed, has been determined based upon the following assumptions: (i) no public stockholder has exercised its redemption rights to receive cash from the Trust Account in exchange for its shares of Class A common stock; and (ii) there will be an aggregate of 112,891,678 shares of Shelf common stock issued and outstanding at the closing of the business combination (including (w) 20,000,000 shares of Shelf common stock issued to our holders of public shares upon the conversion of the public shares upon the closing of the business combination, (x) 5,000,000 shares of Shelf common stock issued to our initial stockholders upon the conversion of the Class B common stock shares upon the closing of the business combination, (y) 20,500,000 shares of Shelf common stock issued to our PIPE Investors upon the conversion of 20,500,000 Class A common stock shares of upon the closing of the business combination, and (z) 67,391,678 shares of Shelf common stock issued to the equity holders of Holdings, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1 and GS Blocker 2 in connection with the business combination).

(2)      This scenario assumes that approximately half of the 14,037,287 shares of Class A common stock (or 7,018,644 shares of Class A common stock) are redeemed (the maximum redemption under which Spartacus believes it would be able to satisfy the minimum cash condition of $250.0 million). The expected beneficial ownership of shares of Shelf common stock immediately following the closing of the business combination and the PIPE Financing, assuming half of the maximum number of public shares are redeemed which Spartacus believes it would be able to satisfy the minimum cash condition of $250.0 million, has been determined based upon the following assumptions: (i) 7,018,644 shares of Class A common stock held by public stockholders are redeemed to receive cash from the Trust Account in exchange for shares of Class A common stock; and (ii) there will be an aggregate of 105,873,034 shares of Shelf common stock issued and outstanding at the closing of the business combination (including (w) 12,981,356 shares of Shelf common stock issued to our holders of public shares upon the conversion of the public shares upon the closing of the business combination), (x) 5,000,000 shares of Shelf common stock issued to our initial stockholders upon the conversion of the Class B common

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stock shares upon the closing of the business combination, (y) 20,500,000 shares of Shelf common stock issued to our PIPE Investors upon the conversion of 20,500,000 Class A common stock shares of upon the closing of the business combination, and (z) 67,391,678 shares of Shelf common stock issued to the equity holders of Holdings, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1 and GS Blocker 2 in connection with the business combination).

(3)      This scenario assumes that approximately 14,037,287 shares of Class A common stock are redeemed (the maximum redemption under which Spartacus believes it would be able to satisfy the minimum cash condition of $250.0 million). The expected beneficial ownership of shares of Shelf common stock immediately following the closing of the business combination and the PIPE Financing, assuming the maximum number of public shares are redeemed which Spartacus believes it would be able to satisfy the minimum cash condition of $250.0 million, has been determined based upon the following assumptions: (i) 14,037,287 shares of Class A common stock held by public stockholders are redeemed to receive cash from the Trust Account in exchange for shares of Class A common stock; and (ii) there will be an aggregate of 98,854,391 shares of Shelf common stock issued and outstanding at the closing of the business combination (including (w) 5,962,713 shares of Shelf common stock issued to our holders of public shares upon the conversion of the public shares upon the closing of the business combination), (x) 5,000,000 shares of Shelf common stock issued to our initial stockholders upon the conversion of the Class B common stock shares upon the closing of the business combination, (y) 20,500,000 shares of Shelf common stock issued to our PIPE Investors upon the conversion of 20,500,000 Class A common stock shares of upon the closing of the business combination, and (z) 67,391,678 shares of Shelf common stock issued to the equity holders of Holdings, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1 and GS Blocker 2 in connection with the business combination).

(4)      Numbers may not equal 100% due to rounding.

(5)      Includes 10,000,000 public warrants and 8,750,000 private placement warrants.

(6)      Represents NextNav stock options held by NextNav employees exercisable for shares of Shelf common stock.

(7)      Represents 2,726,908 restricted shares of Shelf common stock or restricted stock units of Shelf that may be granted under the Omnibus Plan pursuant to the Merger Agreement to certain individuals that were executives, employees or individual service providers of NextNav as of immediately prior to the closing exercisable for shares of Shelf common stock.

(8)      Represents NextNav warrants held by AT&T exercisable for shares of Shelf common stock.

(9)      Represents the maximum number of shares of Shelf common stock reserved for issuance under the Omnibus Plan, excluding the above 2,726,908 restricted shares of Shelf common stock or restricted stock units of Shelf that may be granted under the Omnibus Plan pursuant to the Merger Agreement to certain individuals that were executives, employees or individual service providers of NextNav as of immediately prior to the closing exercisable for shares of Shelf common stock.

Q:     What conditions must be satisfied to complete the Transactions?

A:     There are a number of closing conditions in the Merger Agreement, including that our stockholders have approved the Transactions and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Transactions, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Transactions.”

Q:     Why is Spartacus proposing the charter Proposals?

A:     We are asking our stockholders to approve material differences between the organizational documents of Shelf that will be in effect upon the closing of the Transactions and our charter. The proposed material differences that we are asking our stockholders to approve include the following:

(i)     the name of the new public entity will be “NextNav Inc.” as opposed to “Spartacus Acquisition Corporation,”

(ii)    various provisions applicable only to blank check companies that are not applicable to Shelf will be removed,

(iii)   Shelf will have 500,000,000 authorized shares of common stock and 100,000,000 authorized shares of preferred stock, as opposed to the Company having 221,000,000 authorized shares of capital stock, consisting of 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and 1,000,000 authorized shares of preferred stock, and only have one class of common stock,

(iv)   Shelf’s stockholders will be able to increase or decrease (but not below the number of shares thereof then outstanding) the number of authorized shares of common stock by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares, instead of by a vote of only the holders of that class being increased or decreased,

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(v)    Shelf’s board of directors will be comprised of only one class of directors, with each director elected annually, as opposed to the current three classes of directors with each director elected to three year terms, and such directors may be removed with or without cause as opposed to only for cause,

(vi)   the NextNav Charter will include a requirement that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares Shelf be required to (A) adopt, amend or repeal any provision of the NextNav Bylaws or (B) to amend certain articles of the NextNav Charter, unless two-thirds of the board of Shelf has already approved of change to the NextNav Charter, in which case only a majority of the voting power of all the then outstanding shares shall be required, in each case as opposed to, subject to certain exception, requiring a simple majority requirement,

(vii)  Shelf will not renounce any corporate opportunity, and

(viii) the NextNav Charter will include provisions that restrict the transfer by certain Shelf stockholders other than our public stockholders for specific periods of time following closing.

Q:     Why is Spartacus proposing the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal?

A:     The purpose of the Omnibus Plan is to provide eligible employees, directors and consultants of Shelf with the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of Shelf and align their economic interests with those of its stockholders. The Employee Stock Purchase Plan provides eligible employees with an opportunity to purchase shares of Shelf common stock at a discount through accumulated payroll deductions and to benefit from stock price appreciation, thus enhancing the alignment of employee and stockholder interests. Nasdaq Listing Rule 5635(c) requires stockholder approval of certain equity compensation plans. Accordingly, we are proposing the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal to request such stockholder approval of the Omnibus Plan and the Employee Stock Purchase Plan. In addition, pursuant to the Merger Agreement, approval of the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal is a condition to consummation of the Transactions.

Q:     What happens if I sell my shares of Company common stock before the special meeting?

A:     The record date for the special meeting is September 13, 2021, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of common stock after the record date, but before the special meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of our common stock before the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account. Regardless of whether you transfer your shares of common stock before or after the record date, your transferee will be entitled to exercise redemption rights with respect to the shares purchased by following the procedures set forth in this proxy statement/prospectus.

Q:     What constitutes a quorum at the special meeting?

A:     A quorum will be present at the special meeting if holders of shares of our outstanding capital stock representing a majority of the voting power of all outstanding shares of our capital stock entitled to vote at such meeting are represented in person or by proxy. If a stockholder fails to vote his, her or its shares online or by proxy, or if a broker fails to vote online or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting, shares represented at the special meeting online or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the special meeting may adjourn the special meeting until a quorum shall attend. As of the record date for the special meeting, the presence online or by proxy of 12,500,001 shares of our common stock is required to achieve a quorum.

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Q:     What vote is required to approve the proposals presented at the special meeting?

A:     The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on such proposal. Accordingly, a stockholder’s failure to vote online or by proxy, a broker non-vote or an abstention on the Business Combination Proposal will have the same effect as a vote “AGAINST” such proposal.

The approval of each of the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in (i) the Existing Director Election Proposal, a nominee must receive a plurality of all the votes cast only by holders of Class B common stock at the special meeting, which means that the nominees with the most votes are elected and (ii) the New Director Election Proposal, a nominee must receive a plurality of all the votes cast at the special meeting, which means that the nominees with the most votes are elected. Accordingly, neither a stockholder’s failure to vote online or by proxy, a broker non-vote nor an abstention will be considered a “vote cast,” and, thus, will have no effect on the outcome of the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Existing Director Election Proposal, the New Director Election Proposal, the Nasdaq Proposal, or the Adjournment Proposal.

Q:     How will the initial stockholders and Spartacus’ directors and officers vote?

A:     In connection with our IPO, we entered into an agreement with each of our initial stockholders, our executive officers and our directors, pursuant to which they agreed to vote any shares of our common stock owned by them in favor of a proposed business combination. As of the date of this proxy statement/prospectus, our Sponsor (and their affiliates (as defined by Rule 405 under the Securities Act)), executive officers and directors, in the aggregate, own approximately 22% of our issued and outstanding shares of common stock, including all of the founder shares. None of our initial stockholders, executive officers or directors have entered into agreements, and are not currently in negotiations, to purchase or sell shares prior to the record date.

Q:     May the initial stockholders, Spartacus’ directors, officers, advisors or their respective affiliates purchase shares in connection with the Business Combination?

A:     At any time prior to the special meeting, our initial stockholders, directors, officers, advisors or their respective affiliates may purchase shares of our common stock on the open market, and may purchase shares in privately negotiated transactions from stockholders who vote, or indicate an intention to vote, against the Business Combination Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Business Combination. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per-share pro rata portion of the Trust Account. Our initial stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock, to vote their shares in favor of the Business Combination Proposal or to not redeem their shares in connection with the Business Combination. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our initial stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to Spartacus or NextNav, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act.

Q:     How many votes do I have at the special meeting?

A:     Our stockholders are entitled to one vote at the special meeting for each share of our common stock held of record as of September 13, 2021, the record date for the special meeting. As of the close of business on the record date, there were 25,000,000 outstanding shares of our common stock.

Q:     What interests do our Sponsor and Spartacus’ current executive officers and directors have in the Business Combination?

A:     Our Sponsor and our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of our stockholders. As more

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fully set forth below, the Sponsor and its affiliates have approximately $8.7 million in the aggregate at risk that depends upon the completion of a business combination. Specifically, (i) $25,000 of such amount was paid for the 5,000,000 founders shares (which if unrestricted and freely tradable would be valued at approximately $50.4 million, based on the closing price of our Class A common stock on September 13, 2021), (ii) $8,104,244 for its 8,104,244 private placement warrants (which based on our quarterly third-party valuation was valued at $1.42 per private placement warrant, or approximately $11.5 million in the aggregate, as of June 30, 2021), and (iii) as of September 13, 2021, there was $600,000 drawn under a working capital loan from our Sponsor. The foregoing interests, and those set forth in more detail below, present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public stockholders — as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate. These interests include, among other things, the interests listed below:

•        that our Sponsor and certain of our officers and directors will hold Shelf common stock following the Business Combination, subject to lock-up agreements;

•        that our Sponsor and our officers and directors will hold private placement warrants to purchase shares of Shelf common stock following the Business Combination;

•        that MILFAM Investments LLC, an affiliate of MILFAM CI LLC SPARTACUS, one of the managing members of our Sponsor, paid $5.0 million for its 500,000 public units (which if unrestricted and freely tradable would be valued at approximately $5.4 million, based on the closing price of our public units on September 13, 2021) (MILFAM Investments LLC has not waived its redemption rights in connection with the underlying 500,000 public shares.);

•        that our Sponsor paid (i) $25,000 for its 5,000,000 founder shares that it currently owns (which if unrestricted and freely tradable would be valued at approximately $50.4 million, based on the closing price of our Class A common stock on September 13, 2021) and (ii) $8,104,244 for its 8,104,244 private placement warrants (which based on our quarterly third-party valuation was valued at $1.42 per private placement warrant, or approximately $11.5 million in the aggregate, as of June 30, 2021) and that such securities are expected to have a significantly higher value at the time of the consummation Business Combination and will have little or no value if we do not complete the Business Combination;

•        the fact that given the differential in purchase price that our Sponsor paid for the founder shares as compared to the price of the public units sold in the IPO and the substantial number of shares of Shelf common stock that our Sponsor will receive upon conversion of the founder shares in connection with the Business Combination, our Sponsor and its affiliates may realize a positive rate of return on such investments even if other public stockholders experience a negative rate of return following the Business Combination;

•        that our Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination;

•        that our Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination by April 19, 2022 from the closing of our IPO. However, if our Sponsor, officers or directors acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination by April 19, 2022;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.15 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the nomination of Peter D. Aquino and Alan B. Howe, two of our existing directors, as directors of Shelf following the closing;

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•        as of September 13, 2021, there was $600,000 drawn under a working capital loan from our Sponsor (all of such working capital loan may be convertible into warrants at the price of $1.00 per warrant);

•        CCUR Holdings, Inc, one of the managing members of our Sponsor, and MILFAM Investments LLC, an affiliate of MILFAM CI LLC SPARTACUS, one of the managing members of our Sponsor, entered into a Subscription Agreement to each purchase 1,105,000 PIPE Shares in the PIPE Financing;

•        MILFAM CI LLC SPARTACUS, one of the two managing members of our Sponsor, is controlled by MILFAM CI Management LLC, which is owned and controlled by Neil Subin, who owns a 40% interest worth approximately $350,000 (which Mr. Subin owns a 40% economic interest, or $140,000) in Xiphius LLC, which owns 87,414 total units (or a 0.05% interest) in Holdings; and

•        the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals set forth in this proxy statement/prospectus. See the section entitled “Beneficial Ownership of Securities” for more information.

Additionally, all of the officers of NextNav and certain of the directors of NextNav will become officers and directors of Shelf following the Business Combination and will receive compensation from Shelf. Any equity interests in NextNav held by such officers and directors will be converted to interests in Shelf following the Business Combination.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may redeem your public shares for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (including any portion of the interest earned thereon which was not previously used or distributed to us to pay dissolution expenses or taxes), upon the consummation of the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the outstanding public shares. Our Sponsor and our officers and directors have waived their redemption rights with respect to their founder shares in connection with the Business Combination. All such founder shares held by our Sponsor and our officers and directors will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $203.0 million on June 30, 2021, the estimated per share redemption price would have been approximately $10.15. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including any portion of the interest earned thereon which was not previously used or distributed to us to pay dissolution expenses or taxes) upon our liquidation.

Q:     Do the initial stockholders or Spartacus’ directors and officers have redemption rights in connection with the Business Combination?

A:     Our Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

Q:     Do the initial stockholders or Spartacus’ directors and officers have liquidating distribution rights in the Trust Account in connection with the Business Combination?

A:     Our Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination by April 19, 2022 from the closing of our IPO. However, if our Sponsor, officers or directors acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination by April 19, 2022.

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Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must prior to 5:00 p.m., Eastern Time on October 25, 2021 (two business days before the special meeting), (i) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to our transfer agent that we redeem your public shares for cash, and (ii) deliver your stock to our transfer agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the date of the special meeting. If you deliver your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares to you (physically or electronically). You may make such request by contacting our transfer agent at the address listed under the question “Who can help answer my questions?” below.

Q:     How do redemptions affect the value of my Shelf common stock?

A:     The value of shares of Shelf common stock held by a non-redeeming public stockholders may be impacted by the number of public shares that are redeemed, as well as other events that may significantly dilute the value of such shares of Shelf common stock. For example, the following table shows the potential impact of varying levels of redemptions and certain dilutive events on the per share value of the Shelf common stock held by non-redeeming public stockholders.

 

No
Redemption Scenario

 

50% of Maximum Redemption Scenario

 

Maximum Redemption Scenario

Shares held by NextNav Stockholders

 

 

67,391,678

 

 

67,391,678

 

 

67,391,678

Spartacus Public Shares

 

 

20,000,000

 

 

12,981,356

 

 

5,962,713

Spartacus Founder Shares

 

 

5,000,000

 

 

5,000,000

 

 

5,000,000

PIPE Shares

 

 

20,500,000

 

 

20,500,000

 

 

20,500,000

Total Pro Forma Shares (projected to be issued and outstanding)

 

 

112,891,678

 

 

105,873,034

 

 

98,854,391

Implied Value Per Share

 

 

   

 

   

 

 

Shares issued and outstanding(1)

 

$

10.89

 

$

10.93

 

$

10.99

Shares issued, outstanding and fully diluted(2)

 

$

10.09

 

$

10.09

 

$

10.08

Effective Deferred Underwriting Fee(3)

 

 

   

 

   

 

 

Shares issued and outstanding

 

$

0.06

 

$

0.07

 

$

0.07

Shares issued, outstanding and fully diluted

 

$

0.05

 

$

0.05

 

$

0.05

____________

(1)      Calculation of implied value per share assumes (i) enterprise value of approximately $897.0 million for Holdings (adjusted to exclude Shelf common stock shares issuable (a) upon the exercise of NextNav warrants held by AT&T (approximately 4.4 million shares of Shelf common stock), (b) upon the exercise of NextNav stock options held by NextNav employees and other options (approximately 2.0 million shares of Shelf common stock), and (c) under the Omnibus Plan to certain individuals that were executives, employees or individual service providers of NextNav as of immediately prior to the closing (half the shares or approximately 1.4 million shares of Shelf common stock)) upon consummation of the business combination, (ii) $205.0 million of cash proceeds received from the PIPE Financing upon consummation of the business combination, and (iii) approximately $203.0 million of funds in the Trust Account immediately prior to any redemptions.

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(2)      Calculation of implied value per share assumes (i) enterprise value of approximately $897.0 million for Holdings (including Shelf common stock shares issuable (a) upon the exercise of NextNav warrants held by AT&T (approximately 4.4 million shares of Shelf common stock), (b) upon the exercise of NextNav stock options held by NextNav employees and other options (approximately 2.0 million shares of Shelf common stock), and (c) under the Omnibus Plan to certain individuals that were executives, employees or individual service providers of NextNav as of immediately prior to the closing (half the shares or approximately 1.4 million shares of Shelf common stock)) upon consummation of the business combination, (ii) $205.0 million of cash proceeds received from the PIPE Financing upon consummation of the business combination, (iii) approximately $203.0 million of funds in the Trust Account immediately prior to any redemptions, (iv) the exercise of approximately 1.4 million shares of Shelf common stock under the Omnibus Plan to certain individuals that were executives, employees or individual service providers of NextNav as of immediately prior to the closing, (v) the exercise of the maximum number of shares of Shelf common stock reserved for issuance under the Omnibus Plan (approximately 10.0 million shares of Shelf common stock), excluding Shelf common stock shares issued pursuant to (iv) above), and (vi) the exercise of the 18,750,000 public warrants and private placement warrants that will remain outstanding after consummation of the business combination regardless of the level of redemptions.

(3)      Reflects $7,000,000 in deferred underwriting fees in connection with the IPO.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the Shelf common stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. See ‘‘Risk Factors — Risks Relating to Spartacus and the Business Combination — A market for Shelf’s securities may not develop, which would adversely affect the liquidity and price of its securities.’’ Further, we have not received any indications from stockholders regarding their intentions to redeem or retain their shares of public common stock upon consummation of the business combination and have not formulated any expectation as to which, if any, of the illustrative scenarios included in the foregoing table is most likely.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Consequences.” You are urged to consult with your own tax advisor regarding the tax consequences of exercising your redemptions rights.

Q:     What are the U.S. federal income tax consequences to me as a result of the Business Combination?

A:     We intend that, for U.S. federal income tax purposes, (A) the Spartacus Merger will be treated as a “reorganization” within the meaning of Section 368 of the Code (defined below), and (B) the Spartacus Merger, together with the other Mergers and the PIPE Financing will qualify as a Section 351 Exchange (defined below). The Company and the other parties to the Merger Agreement have adopted the Merger Agreement as a plan of reorganization for purposes of Section 368 of the Code.

If the requirements necessary to qualify as a reorganization pursuant to Section 368 of the Code are met, we expect the exchange of our common stock for Shelf common stock to generally qualify as a tax-free exchange and the exchange of our warrants for warrants to purchase shares of Shelf common stock to be a tax-free exchange. If the Spartacus Merger does not qualify as a reorganization pursuant to Section 368 of the Code, but qualifies, together with the other Mergers and the PIPE Financing, as a Section 351 Exchange, we expect the exchange of Company common stock for Shelf common stock to qualify for tax-free exchange treatment, but we expect that the exchange of our warrants for warrants to purchase shares of Shelf common stock will be taxable to Spartacus warrant holders.

We did not obtain a ruling from the IRS regarding the U.S. federal income tax consequences of the Business Combination, including these tax consequences, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. If the requirements necessary to qualify for tax-free exchange treatment are not satisfied, we expect the exchange of our common stock for Shelf common stock to be taxable to holders of our common stock and the exchange of our warrants for warrants to purchase shares of Shelf common stock to be taxable to Spartacus warrant holders. The U.S. federal income tax consequences of the Business Combination are described in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” You are urged to consult with your own tax advisor regarding the tax consequences of the Business Combination to you.

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Q:     If I am a Spartacus warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of our warrants have no redemption rights with respect to our warrants or any shares of our common stock underlying our warrants. Upon consummation of the Transactions, our warrants shall, by their terms, entitle the holders to purchase shares of Shelf common stock in lieu of shares of our Class A common stock at a purchase price of $11.50 per share, subject to adjustment.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of our common stock in connection with the Business Combination. See the section entitled Appraisal Rights” for additional information.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:      If the Business Combination is consummated, the funds held in the Trust Account will be released to us, and those funds will be used to pay or fund (i) the redemption price for shares of our Class A common stock redeemed by our stockholders who properly exercise redemption rights, (ii) $7,000,000 in deferred underwriting compensation payable to B. Riley Securities for our IPO, (iii) fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by or on behalf of the Company and its affiliates in connection with the Business Combination, and (iv) general corporate purposes of Shelf, including, but not limited to, working capital for operations, capital expenditures and future acquisitions.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, we are unable to complete the Transactions or another business combination transaction by April 19, 2022, our charter provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to us for the payment of taxes or dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We expect that the amount of any distribution that our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. Our Sponsor and our officers and directors have waived their redemption rights with respect to their founder shares.

In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     We currently anticipate that the Business Combination will be consummated within two business days following the date that all conditions to the consummation of the Business Combination have been satisfied or waived in accordance with the Merger Agreement. In any event, we expect the closing of the Transactions to occur on or prior to November 1, 2021.

For a description of the conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Transactions.”

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Q:     What do I need to do now?

A:     Whether or not you plan to virtually attend the special meeting, we urge you to read this proxy statement/prospectus and its annexes carefully, including the section entitled “Risk Factors” beginning on page 41, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and online or on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of our common stock on September 13, 2021, the record date for the special meeting, you may vote with respect to the proposals at the special meeting or any adjournment thereof, electronically by using the control number included in the notice, proxy card, or the voting instructions that accompanied this proxy statement/prospectus, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the special meeting and vote, obtain a legal proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting, if you abstain from voting with respect to a particular proposal, your shares will be counted as present for purposes of establishing a quorum. For purposes of approving the proposals, failure to vote or an abstention will each have the same effect as a vote “AGAINST” the Business Combination Proposal. A failure to vote or an abstention will have no effect on the outcome of each of the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Existing Director Election Proposal, the New Director Election Proposal, the Nasdaq Proposal, or the Adjournment Proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders at the special meeting or any adjournment thereof.

Q:     If I am not going to attend the special meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to virtually attend the special meeting or not, please read this proxy statement/prospectus carefully, and vote your shares online or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining the existence of a quorum at the special meeting so long as a stockholder has given the broker or other nominee voting instructions on at least one of the proposals set forth in this proxy statement/prospectus. However, broker non-votes will not be counted as “votes cast” at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to our transfer agent at the address listed under “Who can help answer my questions?” below so that it is received by the transfer agent prior to the special meeting, or attend the special meeting online and vote. You also may revoke your proxy by sending a notice of revocation to our chief financial officer, which must be received by our chief financial officer prior to the special meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:      You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     The board of directors of Spartacus is soliciting proxies to be voted at the special meeting. We will pay the cost of soliciting proxies for the special meeting. We intend to engage Morrow Sodali LLC (“Morrow”), to assist in the solicitation of proxies for the special meeting. We will pay Morrow a fee of $30,000 plus disbursements and a per call fee for any incoming or outgoing stockholder calls for such services. We will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Igor Volshteyn, Chief Financial Officer
Spartacus Acquisition Corporation
6470 E Johns Crossing, Suite 490
Duluth, Georgia 30097
Tel: (770) 305-6434
Email: igorv@spartacus-ac.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: Individuals can call toll-free at (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email: TMTS.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.”

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If you intend to seek redemption of your public shares, please see the section entitled “Special Meeting of Spartacus Stockholders — Redemption Rights and Procedures” for additional information. Generally, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact our transfer agent:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be considered at the special meeting, including the Business Combination Proposal, whether or not you plan to virtually attend the special meeting, we urge you to read this entire proxy statement/prospectus and its annexes carefully, including the section entitled “Risk Factors” beginning on page 41. See also the section entitled “Where You Can Find More Information.”

Unless otherwise specified, all share amounts and share calculations: (i) assume no exercise of redemption rights by our public stockholders, (ii) assume that an aggregate of approximately 67.4 million shares of Shelf common stock will be issued to Holdings Exchanging Parties as consideration in the Business Combination, based on Holdings’ current capitalization, and (iii) do not include (a) any warrants or options to purchase Shelf common stock that will be outstanding following the Business Combination, or (b) any equity awards that may be issued under our proposed Omnibus Plan and Employee Stock Purchase Plan following the Business Combination.

Parties to the Business Combination

Spartacus Acquisition Corporation

We are a Delaware special purpose acquisition company incorporated on August 10, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

Our Class A common stock, units and warrants are currently listed on Nasdaq under the symbols “TMTS,” “TMTSU” and “TMTSW,” respectively.

The mailing address of our principal executive office is Spartacus Acquisition Corporation, 6470 E Johns Crossing, Suite 490, Duluth, Georgia 30097, and our telephone number is (770) 305-6434.

SPARTACUS ACQUISITION SHELF CORP.

Shelf, a Delaware corporation, was formed by us in May 2021 to consummate the Business Combination. Shelf owns no material assets and does not operate any business. Following the Transactions, Shelf will be a public company and will change its name to “NextNav Inc.” Prior to the closing of the Business Combination, Shelf will apply to list its common stock and warrants on Nasdaq. We expect its common stock and warrants to be listed under the symbols “NN” and “NNAVW,” respectively, upon the closing of the Business Combination.

The mailing address of Shelf’s principal executive office is 6470 E Johns Crossing, Suite 490, Duluth, Georgia 30097, and its telephone number is (770) 305-6434.

MERGER ENTITIES

MS 1, MS 5 and MS 7 are each Delaware corporations and MS 2, MS 3, MS 4, and MS 6 are each Delaware limited liability companies. Each of the Merger Entities was formed in June 2021 as a wholly owned subsidiary of Shelf. In the Mergers, (i) MS 1 will be merged with and into Spartacus, with Spartacus surviving the merger; (ii) MS 2 will be merged with and into Holdings, with Holdings surviving the merger; (iii) MS 3 will be merged with and into NEA Blocker, with NEA Blocker surviving the merger; (iv) MS 4 will be shall be merged with and into Oak Blocker, with Oak Blocker surviving the merger; (v) MS 5 will be merged with and into Columbia Blocker, with Columbia Blocker surviving the merger; (vi) MS 6 will be merged with and into GS Blocker 1, with GS Blocker 1 surviving the merger; and (vii) MS 7 will be merged with and into GS Blocker 2, with GS Blocker 2 surviving the merger. As a result of the Transactions, the Company, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2 and Holdings, and the various operating subsidiaries of Holdings, will become wholly owned subsidiaries of Shelf, with our stockholders and the Holdings Exchanging Parties becoming stockholders of Shelf.

The mailing address of principal executive office of each of the Merger Entities is 6470 E Johns Crossing, Suite 490, Duluth, Georgia 30097, and its telephone number is (770) 305-6434.

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NEXTNAV HOLDINGS, LLC

Holdings, a Delaware limited liability company, was formed in December 2007 in connection with the formation of NextNav, LLC. Holdings’ principal business is acting as a holding company for NextNav, LLC’s business.

The mailing address of Holdings’ principal executive office is 1775 Tysons Blvd., 5th Floor, McLean, Virginia 22102, and its telephone number is (800) 775-0982.

NEXTNAV, LLC

NextNav, LLC, a Delaware limited liability company, was formed in October 2007 and is an indirect subsidiary of Holdings. NextNav, LLC’s principal business is developing and delivering next generation positioning, navigation and timing solutions.

The mailing address of NextNav, LLC’s principal executive office is 1775 Tysons Blvd., 5th Floor, McLean, Virginia 22102, and its telephone number is (800) 775-0982.

NEA 14 NEXTNAV BLOCKER, LLC

NEA Blocker, a Delaware limited liability company, was formed in July 2014 in connection with New Enterprise Associates’ investment in NextNav, LLC. NEA Blocker’s principal business is to serve as a holding company in connection with New Enterprise Associates’ investment.

The mailing address of NEA Blocker’s principal executive office is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093, and its telephone number is (410) 842-4000.

OAK NEXTNAV BLOCKER, LLC

Oak Blocker, a Delaware limited liability company, was formed in July 2014 in connection with Oak Investment Partners’ investment in NextNav, LLC. Oak Blocker’s principal business is to serve as a holding company in connection with Oak Investment Partners’ investment.

The mailing address of Oak Blocker’s principal executive office is 901 Main Avenue, Suite 600, Norwalk, CT 06851, and its telephone number is (203) 226-8346.

COLUMBIA PROGENY PARTNERS IV, INC.

Columbia Blocker, a Delaware corporation, was formed in 2006 in connection with Columbia Capital’s investment in NextNav, LLC. Columbia Blocker’s principal business is to serve as a holding company in connection with Columbia Capital’s investment.

The mailing address of Columbia Blocker’s principal executive office is 204 South Union Street Alexandria, Virginia 22314, and its telephone number is (703) 519-2000.

GLOBAL LONG SHORT PARTNERS AGGREGATING HOLDINGS DEL VII LLC

GS Blocker 1, a Delaware limited liability company, was formed in March 2012 in connection with GS Investment Strategies, LLC’s investment in NextNav, LLC. GS Blocker 1’s principal business is to serve as a holding company in connection with GS Investment Strategies, LLC’s investment.

The mailing address of GS Blocker 1’s principal executive office is 200 West Street, New York, NY 10282, and its telephone number is (212) 902-1000.

GLOBAL PRIVATE OPPORTUNITIES PARTNERS HOLDINGS II CORP.

GS Blocker 2, a Delaware corporation, was formed in March 2012 in connection with GS Investment Strategies, LLC’s investment in NextNav, LLC. GS Blocker 2’s principal business is to serve as a holding company in connection with GS Investment Strategies, LLC’s investment.

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The mailing address of GS Blocker 2’s principal executive office is 200 West Street, New York, NY 10282, and its telephone number is (212) 902-1000.

The Business Combination Proposal

The following summary of the Business Combination and the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto.

The Merger Agreement provides for, among other things: (a) MS 1 to be merged with and into Spartacus, with Spartacus surviving the merger; (b) MS 2 to be merged with and into Holdings, with Holdings surviving the merger; (c) MS 3 to be merged with and into NEA Blocker, with NEA Blocker surviving the merger; (d) MS 4 to be merged with and into Oak Blocker, with Oak Blocker surviving the merger; (e) MS 5 to be merged with and into Columbia Blocker, with Columbia Blocker surviving the merger; (f) MS 6 to be merged with and into GS Blocker 1, with GS Blocker 1 surviving the merger; and (g) MS 7 to be merged with and into GS Blocker 2, with GS Blocker 2 surviving the merger. The aggregate number of shares to be issued in the Transactions will consist of, based on Holdings’ expected capitalization at Closing, assuming no redemptions, an estimated 112.9 million shares of Shelf’s common stock, or assuming approximately $142.5 million (or approximately 14.0 million shares of our Class A common stock) in redemptions, an estimated 98.9 million shares of Shelf’s common stock, which includes the conversion of our common stock on a one-for-one basis into Shelf common stock. Our outstanding warrants shall, by their terms, automatically entitle the holders to purchase shares of Shelf common stock upon consummation of the Business Combination and Holdings option holders and Holdings warrant holders will receive options and warrants to purchase Shelf common stock, respectively.

The number of shares of Shelf common stock to be issued in the Business Combination will be based on a value of $10.00 per share. For additional information regarding the consideration payable in the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration.”

We intend to fund the redemption price for any properly redeemed shares of our Class A common stock, or fees and expenses related to the Mergers and the other Transactions with the proceeds from the Trust Account and the PIPE Financing. Any additional amounts remaining in the Trust Account or from the PIPE Financing will be used for general corporate purposes, which may include, but not be limited to, working capital for operations, repayment of indebtedness, capital expenditures and future acquisitions.

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Pre-Business Combination NextNav Structure

Pre-Business Combination Spartacus Structure

Shelf was formed by the Sponsor in May 2021 and, at this time, each Merger Entity is a wholly owned subsidiary of Shelf.

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Post-Business Combination Shelf Structure

See the section entitled “Proposal No. 1 — The Business Combination Proposal” for more information regarding the Business Combination and the Business Combination Proposal.

Opinion of Scura Partners LLC to Spartacus’ Board of Directors

Although not required, Spartacus’ board of directors decided to obtain a financial fairness opinion to provide additional support to the board’s analysis that (i) the consideration to be paid by us in the Business Combination pursuant to the Merger Agreement was fair to Spartacus, from a financial point of view, and (ii) the fair market value of NextNav implied by the various financial analyses Scura Partners LLC (“Scura Partners”) conducted in connection with its opinion equaled or exceeded 80% of the amount held by us in trust for the benefit of our public stockholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account). Spartacus concluded that the fairness opinion was not required because Spartacus’ board of directors concluded that NextNav is not affiliated entity, in part due to Mr. Subin’s indirect and small ownership in Holdings, (even though MILFAM CI LLC SPARTACUS, one of the two managing members of our Sponsor, is controlled by MILFAM CI Management LLC, which is owned and controlled by Neil Subin, who owns a 40% interest worth approximately $350,000 (which Mr. Subin owns a 40% economic interest, or $140,000) in Xiphius LLC, which owns 87,414 total units (or a 0.05% interest) in Holdings).

In connection with the Business Combination, our financial advisor, Scura Partners, delivered a written opinion, dated June 7, 2021 (the “Opinion”), to our board of directors that, as of June 7, 2021, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, (i) the consideration to be paid by us in the Business Combination pursuant

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to the Merger Agreement was fair to Spartacus, from a financial point of view, and (ii) the fair market value of NextNav implied by the various financial analyses Scura Partners conducted in connection with its opinion equaled or exceeded 80% of the amount held by us in trust for the benefit of our public stockholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account).

The full text of the Opinion, which describes the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications contained in such opinion, is attached to this proxy statement/prospectus as Annex F and is incorporated herein by reference. We urge you to read the Opinion carefully in its entirety. Scura Partners’ Opinion does not constitute a recommendation to any holder of shares of our common stock as to how such holder should vote or act with respect to the Merger Agreement or the Business Combination Proposal, whether such holder should exercise its redemption rights with respect to its shares of our common stock or as to any other matter.

Redemption Rights

Pursuant to our charter, holders of our public shares may elect to have their shares redeemed for cash at a redemption price per share calculated in accordance with our charter. As of June 30, 2021, this would have amounted to approximately $10.15 per share. If a holder of public shares properly exercises his, her or its redemption rights, then such holder will be exchanging his, her or its shares of our Class A common stock for cash and will no longer own such shares. See the section entitled “Special Meeting of Spartacus Stockholders — Redemption Rights and Procedures” for the procedures to be followed if you wish to redeem your shares for cash and not continue to own our Class A common stock following consummation of the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from exercising redemption rights with respect to 15% or more of the public shares.

We will not consummate the Transactions or redeem any public shares if public stockholders redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 or that would cause us to have insufficient funds under the Merger Agreement. It is a condition to closing under the Merger Agreement that the Company’s available closing date total cash (including cash in the Trust Account after giving effect to any redemptions and payment of transaction expenses, and the proceeds of the PIPE Financing) be equal to or greater than $250.0 million.

Impact of the Business Combination on Shelf’s Public Float

We anticipate that, upon completion of the Business Combination, assuming that none of our stockholders exercise redemption rights and that, based on Holdings’ expected capitalization at Closing, an aggregate of approximately 112.9 million shares of Shelf common stock will be issued as consideration in the Business Combination, (1) our Sponsor will hold approximately 4.4% of Shelf’s outstanding common stock, (2) our public stockholders will hold approximately 17.7% of Shelf’s outstanding common stock, (3) the PIPE Investors will hold approximately 18.2% of Shelf’s outstanding common stock, and (4) the Holdings Exchanging Parties will hold approximately 59.7% of Shelf’s outstanding common stock. If approximately 14.0 million shares of our Class A common stock are redeemed for cash, which assumes the maximum redemption of our shares while still providing for a minimum of $250.0 million of available cash on the closing date after giving effect to payments to redeeming stockholders and the Company’s and certain Sponsor transaction expenses and the proceeds from the PIPE Financing, and an aggregate of approximately 98.9 million shares of Shelf common stock will be issued as consideration in the Business Combination, upon completion of the Business Combination, (1) our Sponsor will hold approximately 5.1% of Shelf’s outstanding common stock, (2) our public stockholders will hold approximately 6.0% of Shelf’s outstanding common stock, (3) the PIPE Investors will hold approximately 20.7% of Shelf’s outstanding common stock, and (4) the Holdings Exchanging Parties will hold approximately 68.2% of Shelf’s outstanding common stock. These ownership percentages do not take into account (1) any warrants or options to purchase Shelf common stock that will be outstanding following the Business Combination, or (2) any equity awards that may be issued under our proposed Omnibus Plan and our Employee Stock Purpose Plan following the Business Combination. If any shares of our Class A common stock are redeemed by our public stockholders in connection with the Business Combination, the percentage of Shelf’s outstanding common stock held by our public stockholders will decrease and the percentage of Shelf’s outstanding common stock held by each of our initial stockholders, Sponsor and each Seller will increase.

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Similarly, if the number of shares issued as consideration in the Business Combination is greater than our estimates, the percentage of Shelf’s outstanding common stock held by our public stockholders, our initial stockholders will decrease and the percentage of Shelf’s outstanding common stock held by each Seller will increase.

Board of Directors of Shelf Following the Business Combination

Upon consummation of the Business Combination, Shelf’s board of directors will consist of Gary Parsons, Ganesh Pattabiraman, Peter Barris, Bandel Carano, James B. Fleming, Alan B. Howe, and Peter D. Aquino. Each of our incumbent directors, Peter D. Aquino, Igor Volshteyn, Alan B. Howe, Eric Edidin, Andrew Day, Shelly C. Lombard, and Skyler Wichers, have advised us that they will resign from our board of directors upon closing of the Business Combination. See the section entitled “Management Following the Business Combination” for additional information.

Regulatory Matters

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the related rules and regulations issued by the Federal Trade Commission (the “FTC”), certain transactions, including the Business Combination, may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice (the “DOJ”), and the applicable waiting period has expired or been terminated. The completion of the Business Combination is conditioned upon the expiration or early termination of the HSR Act waiting period. On June 17, 2021, we and Holdings filed our respective notification and report forms under the HSR Act with the DOJ and the FTC. The initial waiting period expired on July 19, 2021. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Additional Mutual Covenants” for additional information.

NextNav has submitted applications to the FCC for authorization to transfer control from NextNav to Shelf of certain FCC licenses, authorizations, approvals and registrations currently held indirectly by NextNav. The FCC must approve such transfer of control applications.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization under the scope of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under this method of accounting, Spartacus will be treated as the “acquired” company and NextNav will be considered the accounting acquiror for accounting purposes. The Business Combination will be treated as the equivalent of NextNav issuing security for the net assets of the Company, accompanied by a recapitalization. The net assets of NextNav and Spartacus will be stated at historical cost. No goodwill or intangible assets will be recorded in connection with the Business Combination.

Appraisal Rights

Appraisal rights are not available to our stockholders or warrant holders in connection with the Mergers. See the section entitled “Appraisal Rights” for additional information.

U.S. Federal Income Tax Considerations

For a discussion of the material U.S. federal income tax considerations of the exercise of redemption rights and the tax consequences to stockholders as a result of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Consequences.”

Spartacus’ Reasons for the Business Combination

Our board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, has determined that the Merger Agreement and the transactions contemplated thereby are fair and in the best interest of the Company and our stockholders, and unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal. For a description of the reasons considered by our board of directors in deciding to recommend adoption of the Merger Agreement, see the sections entitled

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“Proposal No. 1 — The Business Combination Proposal — Spartacus’ Board of Directors’ Reasons for the Approval of the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Recommendation of the Board.”

The Charter Proposals

In connection with the Business Combination Proposal, and in order to allow us to complete the Business Combination, we are asking you to approve the NextNav Charter in its entirety, including, among other items, the authorized capital as indicated therein, the removal of certain blank check company provisions, and the change of name of “Spartacus Acquisition Corporation” to “NextNav Inc.” We encourage stockholders to carefully consult the information set out below under “Proposal Nos. 2A-2N — The Charter Proposals” of this proxy statement/prospectus and a complete copy of the NextNav Charter is attached hereto as Annex B.

The Incentive Plan Proposal

We are asking you to consider and vote upon a proposal to approve Omnibus Plan, in order to allow us to grant equity-based compensation awards to our directors, officers, employees, consultants and other service providers in recognition for their contributions and to align their interests with those of our future stockholders. We encourage stockholders to carefully consult the information set out below under “Proposal No. 3 — The Incentive Plan Proposal” of this proxy statement/prospectus and a complete copy of the Omnibus Plan is attached hereto as Annex D.

The Employee Stock Purchase Plan Proposal

We are asking you to approve adoption of the proposed Employee Stock Purchase Plan. An employee stock purchase plan encourages employees to acquire shares of common stock, thereby fostering broad alignment of employees’ interests with the interests of stockholders; fosters good employee relations; and provides a tool to recruit, retain, and reward employees in an extremely competitive environment. We encourage stockholders to carefully consult the information set out below under “Proposal No. 4 — The Employee Stock Purchase Plan Proposal” of this proxy statement/prospectus and a complete copy of the Omnibus Plan is attached hereto as Annex E.

The Existing Director Election Proposal

We are asking our holders of Class B common stock to consider and vote upon a proposal to elect three Class I directors to serve on our board of directors until the 2024 annual meeting of stockholders, or in each case until his or her respective successors are duly elected and qualified by our board of directors or until his or her earlier death, resignation, or removal from office. If the Business Combination is consummated, Spartacus will become a wholly owned subsidiary of Shelf and we expect each of Spartacus’ directors will resign. See the section entitled “Proposal No. 5 — The Existing Director Election Proposal” for more information.

The New Director Election Proposal

We are asking you to consider and vote upon a proposal to elect, effective as of, and contingent upon, the consummation of the Business Combination, seven persons to serve as directors on Shelf’s board of directors, until the expiration of their applicable term, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death. See the section entitled “Proposal No. 6 — The New Director Election Proposal” for more information.

The Nasdaq Proposal

Assuming the Business Combination Proposal is approved, we are asking our stockholders to approve the Nasdaq Proposal. The Nasdaq Proposal is a proposal to approve, assuming the Business Combination Proposal and the charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of more than 20% of our issued and outstanding Class A common stock in connection with Subscription Agreements entered into for the PIPE Financing to be completed immediately prior to the consummation of the Business Combination. For additional information, see the section entitled “Proposal No. 7 — The Nasdaq Proposal”.

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The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to permit us to approve the Business Combination Proposal, the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposals, or the Nasdaq Proposal, the Adjournment Proposal allows us to adjourn the special meeting to a later date, if necessary, to permit further solicitation of proxies. See the section entitled “Proposal No. 8 — The Adjournment Proposal” for more information.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting is represented online or by proxy. An abstention from voting, shares represented at the special meeting online or by proxy but not voted on one or more proposals or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee on one or more but less than all of the proposals set forth in this proxy statement/prospectus (a “broker non-vote”) will each count as present for the purposes of establishing a quorum. As of the date of this proxy statement/prospectus, our Sponsor (and their affiliates (as defined by Rule 405 under the Securities Act)), executive officers and directors own, in the aggregate, approximately 22% of our outstanding shares of common stock. All of such shares will be voted in favor of the Business Combination Proposal and other proposals described in this proxy statement/prospectus and presented at the special meeting.

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote on such proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of each of the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in (i) the Existing Director Election Proposal, a nominee must receive a plurality of all the votes cast only by holders of Class B common stock at the special meeting, which means that the nominees with the most votes are elected and (ii) the New Director Election Proposal, a nominee must receive a plurality of all the votes cast at the special meeting, which means that the nominees with the most votes are elected. Accordingly, neither a stockholder’s failure to vote online or by proxy, a broker non-vote nor an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the charter Proposals, Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposals, the Nasdaq Proposal, or the Adjournment Proposal.

The Business Combination Proposal is conditioned on the approval of the charter Proposals, the New Director Election Proposal and the Nasdaq Proposal. In addition, (i) the charter Proposals are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, (ii) the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal, (iii) the New Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the charter Proposals and the Nasdaq Proposal and (iv) the Nasdaq Proposal is conditioned on the Business Combination Proposal and the charter Proposals. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and NextNav do not waive the applicable closing condition under the Merger Agreement, then we will not consummate the Transactions. If we do not consummate the Business Combination and fail to complete an initial business combination by April 19, 2022, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders, unless our stockholders approve an amendment extending the period for us to complete a business combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Covenants of the Parties” for more information.

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Recommendation to Spartacus Stockholders

Our board of directors believes that each of the Business Combination Proposal, the charter Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposals, the Nasdaq Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interest of Spartacus and unanimously recommends that our stockholders vote “FOR” each of the proposals.

PIPE Financing

In connection with the execution of the Merger Agreement, on June 9, 2021, the Company and Shelf entered into the Subscription Agreements with each of the PIPE Investors for the PIPE Financing, pursuant to which the PIPE Investors agreed to purchase, and the Company and Shelf agreed to sell to the PIPE Investors, an aggregate of 20,500,000 PIPE Shares for a purchase price of $10.00 per PIPE Share and an aggregate purchase price of $205,000,000, in the PIPE Financing. In the PIPE Financing, PIPE Investors subscribed to purchase PIPE Shares for a purchase price of $10.00 per PIPE Share as compared to the IPO, where investors purchased public units (containing one public share and one-half of one Public Warrant) for $10.00 per public unit. As of September 13, 2021, the closing price per share of the Company common stock, as reported on the Nasdaq, was $10.07.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the closing of the business combination and is contingent upon, among other customary closing conditions, the subsequent consummation of the business combination. The purpose of the PIPE Financing is to raise additional capital for use by the post-combination company following the closing of the business combination.

The PIPE Shares are identical to the public shares; however, the Shelf shares to be issued in connection with the cancellation of the public shares, in connection with the mergers, are being registered under the Securities Act as part of this proxy statement/prospectus on Form S-4, whereas the PIPE Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Regulation D of the Securities Act. Shelf will grant the PIPE Investors certain registration rights in connection with the PIPE Financing, including agreeing to file (at Shelf’s sole cost and expense) a registration statement registering the resale of the Shelf common stock issuable in respect of the PIPE Shares with the SEC no later than the 15th business day following the closing date of the business combination (the “PIPE Resale Registration Statement”). Shelf will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but, in general, no later than the 60th calendar day following the closing date of the business combination (or, in the event the SEC notifies Shelf that it will “review” the PIPE Resale Registration Statement, the 90th calendar day following the date thereof).

For more information about the Subscription Agreements, see the subsection entitled “Proposal No.1 the Business Combination Proposal — Additional Agreements — Subscription Agreements” for more information.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of our board of directors in favor of approval of these proposals, you should also consider that our Sponsor and directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. As more fully set forth below, the Sponsor and its affiliates have approximately $8.7 million in the aggregate at risk that depends upon the completion of a business combination. Specifically, (i) $25,000 of such amount was paid for the 5,000,000 founders shares (which if unrestricted and freely tradable would be valued at approximately $50.4 million, based on the closing price of our Class A common stock on September 13, 2021), (ii) $8,104,244 for its 8,104,244 private placement warrants (which based on our quarterly third-party valuation was valued at $1.42 per private placement warrant, or approximately $11.5 million in the aggregate, as of June 30, 2021), and (iii) as of September 13, 2021, there was $600,000 drawn under a working capital loan from our Sponsor. The foregoing interests, and those set forth in more detail below, present a risk that the Sponsor and its affiliates will benefit from the completion of a

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business combination, including in a manner that may not be aligned with public stockholders – as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate. These interests include, among other things, the interests listed below:

•        Our Sponsor and certain of our officers and directors will hold Shelf common stock following the Business Combination, subject to lock-up agreements.

•        Our Sponsor and certain of our officers and directors will hold private placement warrants to purchase shares of Shelf common stock.

•        MILFAM Investments LLC, an affiliate of MILFAM CI LLC SPARTACUS, one of the managing members of our Sponsor, paid $5.0 million for its 500,000 public units (which if unrestricted and freely tradable would be valued at approximately $5.4 million, based on the closing price of our public units on September 13, 2021) (MILFAM Investments LLC has not waived its redemption rights in connection with the underlying 500,000 public shares.).

•        Our Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

•        Our Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination by April 19, 2022 from the closing of our IPO. However, if our Sponsor, officers or directors acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination by April 19, 2022.

•        Our Sponsor paid (i) $25,000 for its 5,000,000 founder shares that it currently owns (which if unrestricted and freely tradable would be valued at approximately $50.4 million, based on the closing price of our Class A common stock on September 13, 2021) and (ii) $8,104,244 for its 8,104,244 private placement warrants (which based on our quarterly third-party valuation was valued at $1.42 per private placement warrant, or approximately $11.5 million in the aggregate, as of June 30, 2021) and that such securities are expected to have a significantly higher value at the time of the consummation Business Combination and will have little or no value if we do not complete the Business Combination.

•        The fact that given the differential in purchase price that our Sponsor paid for the founder shares as compared to the price of the public units sold in the IPO and the substantial number of shares of Shelf common stock that our Sponsor will receive upon conversion of the founder shares in connection with the Business Combination, our Sponsor and its affiliates may realize a positive rate of return on such investments even if other public stockholders experience a negative rate of return following the Business Combination.

•        If the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.15 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        The nomination of Peter D. Aquino and Alan B. Howe, two of our existing directors, as directors of Shelf following the closing.

•        As of September 13, 2021, there was $600,000 drawn under a working capital loan from our Sponsor (all of such working capital loan may be convertible into warrants at the price of $1.00 per warrant).

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•        CCUR Holdings, Inc, one of the managing members of our Sponsor, and MILFAM Investments LLC, an affiliate of MILFAM CI LLC SPARTACUS, one of the managing members of our Sponsor, entered into a Subscription Agreement to each purchase 1,105,000 PIPE Shares in the PIPE Financing.

•        MILFAM CI LLC SPARTACUS, one of the two managing members of our Sponsor, is controlled by MILFAM CI Management LLC, which is owned and controlled by Neil Subin, who owns a 40% interest worth approximately $350,000 (which Mr. Subin owns a 40% economic interest, or $140,000) in Xiphius LLC, which owns 87,414 total units (or a 0.05% interest) in Holdings.

Additionally, all of the officers of NextNav and certain of the directors of NextNav will become officers and directors of Shelf following the Business Combination and will receive compensation from Shelf. Any equity interests in NextNav held by such officers and directors will be converted to interests in Shelf following the Business Combination.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding us, our securities or NextNav, our Sponsor, directors, officers and their respective affiliates may purchase our securities on the open market, and may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Business Combination. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per-share pro rata portion of the Trust Account. Our Sponsor, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock or vote their shares in favor of the Business Combination Proposal. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our Sponsor, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to us or NextNav, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act.

The purpose of such purchases and other transactions would be to increase the likelihood that the Business Combination Proposal is approved and to decrease the likelihood that holders will request redemption of public shares and cause us to have insufficient funds to pay the cash portion of the Business Combination consideration and other amounts required under the Merger Agreement. Entering into any such arrangements may have a depressive effect on the price of our common stock or the common stock of Shelf. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the closing of the Business Combination for a price below market value.

If such transactions are effected, the consequence could be to cause the Business Combination Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert disproportionate influence over the approval of the Business Combination Proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no such agreements to sell or purchase shares prior to the record date have been entered into with any such investor or holder. We will file a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that are not described in this proxy statement/prospectus and that would materially affect the vote on the Business Combination Proposal.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, whether or not you plan to virtually attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 41.

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Risk Factor Summary

The transactions described in this proxy statement/prospectus involve various risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect Spartacus’ ability to effect a business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operation of Spartacus and NextNav prior to the Business Combination and that of the Shelf subsequent to the Business Combination. Some of these principal risks include the following and may be further exacerbated by the COVID-19 pandemic:

Risks Related to the NextNav Business and the Industry

•        NextNav has incurred significant losses since inception. NextNav expects to incur losses in the future and NextNav may not be able to achieve or maintain profitability.

•        NextNav’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

•        Pinnacle z-axis is a brand new capability, and adoption may be delayed by NextNav’s potential customers’ unfamiliarity with 3D position, a lack of ecosystem support (e.g., specific device sensors, 3D routing) and/or other factors.

•        The majority of NextNav’s business plan depends on selling services that must be licensed and integrated into its customers platforms for sales to end users, and NextNav typically only generates revenue from the arrangements when end users access those third party platforms and utilize NextNav’s services.

•        NextNav faces intense competition in its market, especially from competitors that offer their location services for free, which could make it difficult for it to acquire and retain customers and end users.

•        NextNav’s Pinnacle network infrastructure is dependent on a hosting arrangement with AT&T.

•        NextNav relies, in part, on AT&T for distribution of its services to FirstNet® customers.

•        NextNav’s services may not be adopted by wireless carriers for E911.

•        Distribution and marketing of, and access to, NextNav’s services in smartphones are contingent on its distribution partners’ and customers’ access to a variety of third-party platforms. If these third parties limit, prohibit, or otherwise interfere with or change their policies in any material way, it could adversely affect NextNav’s business, financial condition, and results of operations.

•        NextNav relies on a limited number of key vendors for timely supply of components or services for its service offerings. If these vendors experience problems, NextNav could fail to obtain the equipment and services NextNav requires to operate its business successfully.

•        NextNav’s services are available within defined network footprints, and if NextNav is not able to deploy new infrastructure NextNav will not be able to expand its service area.

•        Significant disruptions of NextNav’s information technology systems or data security incidents, or the perceived failure to adequately protect personal information or other confidential or proprietary data, could trigger contractual and legal obligations, harm NextNav’s reputation, subject NextNav to liability, cause NextNav to modify its business practices and otherwise adversely affect its business, financial condition and results of operations.

•        The failure to successfully obtain, maintain and enforce intellectual property rights and defend against challenges to NextNav’s intellectual property rights could adversely affect NextNav.

Risks Related to Legal and Regulatory Matters

•        NextNav’s business depends on access to radio spectrum to provide certain of NextNav’s location services and access to such spectrum on a nationwide basis is not a certainty.

•        NextNav’s Multilateration Location and Monitoring Service (“LMS”) licenses are subject to renewal and to end-of-term build-out requirements maintained by the FCC and no certainty exists that NextNav will be able to secure ongoing renewals of its licenses and no certainty exists that NextNav will be able to comply with the build out requirements and retain its licenses.

•        NextNav’s business is subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on NextNav’s business.

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•        NextNav is subject to stringent U.S. export control and economic sanctions laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, NextNav’s failure to secure timely U.S. government authorizations under these laws and regulations, or NextNav’s failure to comply with these laws and regulations could have a material adverse effect on NextNav’s business, financial condition and results of operations.

•        NextNav is exposed to risks related to geopolitical and economic factors, laws and regulations and NextNav’s international business subjects us to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally.

Risks Relating to Spartacus and the Business Combination

•        The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an initial public offering and may create risks for our unaffiliated investors.

•        Following the consummation of the Business Combination, Shelf’s only significant asset will be ownership of NextNav’s business.

•        Nasdaq may not list Shelf’s securities on its exchange, and if they are listed, Shelf may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in its securities and subject it to additional trading restrictions.

•        Even if we consummate the Business Combination, the warrants may never be in the money, and they may expire worthless.

•        Shelf may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

•        Our stockholders will experience immediate dilution due to the issuance of Shelf common stock to the Holdings Exchanging Parties as consideration in the Business Combination. Having a minority share position likely reduces the influence that our current stockholders have on the management of Shelf.

•        Our Sponsor, directors and officers may have a conflict of interest in determining to pursue the acquisition of NextNav because certain of their interests are different from or in addition to (and which may conflict with) the interests of our public stockholders, and such interests may have influenced their decisions to approve the Business Combination and recommend that our stockholders approve the Business Combination Proposal.

•        Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

•        The unaudited pro forma financial information included in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

•        Under the Merger Agreement, we have no right to seek indemnification from NextNav or the Holdings Exchanging Parties following the Business Combination.

Risks Relating to the Redemption

•        Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to 15% or more of the public shares.

•        If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the funds held in our Trust Account.

Risks if the Business Combination is Not Consummated

•        If we are not able to complete the Business Combination with NextNav by April 19, 2022, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.15 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

•        If the Business Combination is not consummated, you will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.

•        If the funds not being held in the Trust Account are insufficient to allow us to operate until at least April 19, 2022, we may be unable to complete our initial business combination.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SPARTACUS

Spartacus is providing the following selected historical financial information to assist the analysis of the financial aspects of the Business Combination.

Spartacus’ statement of operations data for the period from August 10, 2020 (inception) through December 31, 2020 and balance sheet data as of December 31, 2020 are derived from Spartacus’ audited financial statements included elsewhere in this proxy statement/prospectus. Spartacus’ statement of operations data for the six months ended June 30, 2021 and balance sheet data as of June 30, 2021 are derived from Spartacus’ unaudited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with Spartacus’ consolidated financial statements and related notes and “Spartacus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Spartacus.

 

For the
six months ended
June 30,
2021

 

For the
period from
August 10,
2020
(inception)
through
December 31,
2020

   

(Unaudited)

   

Income Statement Data:

 

 

 

 

 

 

 

 

Loss from operations

 

$

(2,673,311

)

 

$

(787,746

)

Net loss

 

$

(4,441,634

)

 

$

(3,733,764

)

Basic and diluted weighted-average shares outstanding, Class A common stock subject to possible redemption

 

 

16,948,707

 

 

 

8,663,166

 

Basic and diluted net income per share

 

$

 

 

$

 

Basic and diluted weighted-average shares outstanding, non-redeemable common stock

 

 

8,051,293

 

 

 

6,546,624

 

Basic and diluted net loss per non-redeemable common share

 

$

(0.55

)

 

$

(0.57

)

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

Cash

 

$

141,508

 

 

$

1,007,130

 

Cash and securities held in Trust Account

 

 

203,004,294

 

 

 

203,028,982

 

Total assets

 

 

203,563,961

 

 

 

204,201,203

 

Total liabilities

 

 

33,983,562

 

 

 

30,109,170

 

Class A common stock subject to possible redemption

 

 

164,580,398

 

 

 

169,092,032

 

Total stockholders’ equity

 

 

5,000,001

 

 

 

5,000,001

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF HOLDINGS

The following table shows the selected historical financial information of Holdings for the periods and as of the dates indicated.

The selected statement of comprehensive loss of Holdings for the years ended December 31, 2020 and 2019 and the balance sheet data as of December 31, 2020 were derived from the audited historical consolidated financial statements of Holdings. The selected statement of comprehensive loss of Holdings for the six months ended June 30, 2021 and 2020 and the balance sheet data as of June 30, 2021 was derived from the unaudited interim consolidated financial statements of Holdings. The balance sheet data as of June 30, 2021 and as of June 30, 2020 were derived from unaudited interim information not included in this proxy statement/prospectus.

The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “NextNav’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Holdings’ consolidated financial statements and the related notes. Holdings’ historical results are not necessarily indicative of Holdings’ future results, and Holdings’ results as of and for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Holdings, prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results Shelf will see going forward. See the sections entitled “Summary of the Proxy Statement/Prospectus — The Parties to the Business Combination — NextNav Holdings, LLC” and “Unaudited Pro Forma Condensed Combined Financial Information for more information.

In thousands except shares

 

For the
year ended
December 31,
2020

 

For the
year ended
December 31,
2019

 

For the
six months
ended
June 30,
2021

 

For the
six months
ended
June 30,
2020

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

569

 

 

$

164

 

 

$

467

 

 

$

262

 

Operating Expense

 

 

30,038

 

 

 

17,445

 

 

 

21,714

 

 

 

11,329

 

Income (loss) from operations

 

 

(29,469

)

 

 

(17,281

)

 

 

(21,247

)

 

 

(11,067

)

Interest expense

 

 

(10,037

)

 

 

(2,960

)

 

 

(5,858

)

 

 

(4,588

)

Other Income (expense)

 

 

(97,792

)

 

 

1,958

 

 

 

(38,910

)

 

 

(931

)

Income tax benefit (expense)

 

 

(38

)

 

 

(19

)

 

 

(28

)

 

 

(13

)

Net income (loss)

 

$

(137,336

)

 

$

(18,302

)

 

$

(66,043

)

 

$

(16,599

)

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents and restricted cash

 

$

13,669

 

 

$

14,481

 

 

$

7,739

 

 

$

23,642

 

Total assets

 

 

44,902

 

 

 

39,294

 

 

 

44,534

 

 

 

48,377

 

Total liabilities

 

 

165,676

 

 

 

30,117

 

 

 

230,431

 

 

 

55,763

 

Total preferred interests

 

 

369,604

 

 

 

336,532

 

 

 

383,435

 

 

 

352,731

 

Total member’s deficit

 

 

(490,378

)

 

 

(327,355

)

 

 

(569,332

)

 

 

(360,117

)

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information (the “selected pro forma data”) gives effect to the Mergers as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization under the scope of ASC 805, in accordance with U.S. GAAP. Under this method of accounting, Spartacus will be treated as the “acquired” company and NextNav will be considered the accounting acquiror for accounting purposes. The Business Combination will be treated as the equivalent of NextNav issuing security for the net assets of the Company, accompanied by a recapitalization. The net assets of NextNav and Spartacus will be stated at historical cost. No goodwill or intangible assets will be recorded in connection with the Business Combination.

The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2021 gives effect to the Business Combination and financing activities described above as if they had occurred on June 30, 2021. The selected unaudited pro forma condensed combined statement of comprehensive loss for the six months ended June 30, 2021 and for the year ended December 31, 2020 give effect to the Transactions as if they had occurred on January 1, 2020.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “Pro Forma Financial Statements”) of Spartacus and Holdings appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the Pro Forma Financial Statements. In addition, the pro forma financial statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of the entities for the applicable periods included in this proxy statement/prospectus. The selected unaudited pro forma data has been presented for informational purposes only and are not necessarily indicative of what the combined financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. The unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination. In addition, the selected unaudited pro forma data does not purport to project the future financial position or operating results of Shelf subsequent to the close of the Business Combination.

 

Assuming No Redemptions