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”);

(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,

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.

“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.

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

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

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

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:

____________

(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

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,

(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.

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

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;

•        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.

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.

____________

(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.

(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.

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.

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.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Spartacus’, NextNav’s or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        Spartacus’ ability to consummate the Business Combination;

•        the benefits of the Business Combination;

•        Shelf’s financial performance following the Business Combination;

•        Shelf’s strategy, future operations, projected capital resources and financial position, estimated revenues and losses, projected costs and capital expenditures, prospects and plans;

•        projections of market growth and size;

•        expansion plans and opportunities; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the timing to complete the Transactions;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that have or may be instituted against us or NextNav in connection with the Mergers and related transactions;

•        the inability to complete the Mergers and the other transactions contemplated by the Merger Agreement due to the failure to obtain the requisite approval of our stockholders, or other conditions to closing in the Merger Agreement;

•        Shelf’s ability to obtain the listing of its common stock and warrants on Nasdaq following the Mergers;

•        the risk that the proposed Transactions disrupt NextNav’s current operations as a result of the announcement and consummation of the transactions described herein;

•        the development of the markets for NextNav’s geolocation services;

•        delays that Shelf or NextNav may face in the development, manufacture and deployment of next generation geolocation systems;

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.

NextNav does not sell its Pinnacle z-axis solutions directly to end users. Instead, NextNav provides location technology that integrates with devices and applications that are created or distributed by third parties. Accordingly, NextNav’s future growth significantly depends on third parties choosing to incorporate its technology into smartphone devices, applications and other new device types and markets, such as the Internet of Things, eVTOLs, UAVs and other markets that utilize location. NextNav also depends on its customers, resellers and licensees to develop products and services with value-added features to drive sales and demand. Because GPS has been viewed in the marketplace as a reliable geolocation service provided for free to end users, NextNav’s customers may not see a business need to integrate NextNav’s solutions into its devices and applications. Despite efforts to educate customers about the need for z-axis geolocation services, there can be no assurance that such efforts will be successful and as a result, a market for NextNav’s solutions may not be created.

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’s business plans are dependent in part on the sale of location services to its customers, which are third-party developers who use NextNav services to create applications for use in mobile devices, on vehicles and in other platforms. For these types of contracts, NextNav recognizes revenue when end users access and use its customers’ applications. Contracts of this type do not contain purchase commitments and NextNav’s limited operating history makes estimating the future variable volume and revenue associated with these contracts difficult. If NextNav’s customers take longer than expected to integrate NextNav’s services into their applications or are unable to sell their applications in the volumes or timeframes NextNav expects, then the use of NextNav’s services by end users and the related recognition of revenue could be delayed or may never occur.

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.

The market for development, distribution and sale of location services is highly competitive. Many of NextNav’s competitors have strong name recognition, sizable customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than NextNav does. These competitors often offer competing services for free and have the financial capabilities to continue to improve upon their location services offering without charging a fee. Certain of NextNav’s competitors are already vying for market share in the 3D location space through their participation in a federal regulatory proceeding involving the FCC in which wireless mobile telephony providers are being required to enter into relationships with 3D location vendors in order to enable accurate 3D location information to be conveyed to E911 emergency dispatchers with each wireless call made to E911 emergency services. Also, although NextNav’s services currently offer an improved functionality over the services offered for free, there is no certainty that NextNav will be able to achieve broad market appeal for NextNav’s 3D location services. In addition, there is no guarantee that NextNav’s services will be as reliable and with the same geographic coverage as the currently available geolocation services, which may impact NextNav’s ability to attract customers to utilize NextNav’s products over the free services offered by NextNav’s competitors. The performance of NextNav’s services may vary based on ambient conditions, both physical and environmental which may impact the timing and location accuracy of the system. If NextNav’s services are not meaningfully superior to those available at lower or no cost, NextNav may have difficulty selling its services, achieving widespread adoption of its services and its business, financial position and results of operations may be harmed.

NextNav faces competition from multiple sources.

NextNav’s services competes against (i) other satellite and terrestrial based location technology offerings, such as GPS, Observed Time Difference of Arrival and terrestrial beacons; (ii) other providers of WiFi and cell-based positioning, such as Google, Apple, Polaris and Skyhook; (iii) venue-based solutions such as Bluetooth Low Energy; and (iv) other in-house developed location solutions. In the smartphone location provider market, because Apple and Google control a large percentage of the market share for smartphone operating systems, already provide their services on a nationwide basis, and both offer location provider services free as part of the iOS and Android markets, NextNav is constrained in the distribution and monetization of its services in that market. As noted above, those

vendors that secure access to wireless handsets for their 3D location services may be able to leverage a significant competition advantage over other location service vendors. There are also a number of new location technologies in development that may further increase competition to support location capabilities in various wireless devices (such as Internet of Things) and which may require NextNav to meet more stringent accuracy standards.

Certain of NextNav’s competitors are substantially larger than NextNav and have greater financial, technical, marketing and other resources. Thus, many of these large enterprises are in a better position to withstand any significant reduction in spending by customers in its markets, and often have broader product lines and market focus, have greater brand recognition and may not be as susceptible to downturns in a single market. These competitors may also be able to bundle their products together (such as with mapping software) to meet the needs of a particular customer, may be able to respond more rapidly to new or emerging technologies or changes in customer requirements and may be capable of delivering more complete solutions than NextNav is able to provide. If large enterprises that currently do not compete directly with NextNav choose to enter its markets by acquisition or otherwise, competition for both revenue and data would likely intensify. In addition, the growth of new location technologies currently in development may further increase competition to provide these new technologies. If NextNav is not able to compete successfully for customers, its financial position may be materially adversely affected.

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

NextNav has entered into an equipment hosting agreement with AT&T Services, Inc. (“AT&T”), expiring in 2026 (subject to earlier termination after three years in certain circumstances), and there is no assurance that the agreement will be renewed. This AT&T agreement provides for such important capabilities as the hosting of NextNav’s Pinnacle network at AT&T’s wireless sites, the provision of power to the Pinnacle network equipment and AT&T data service to enable the Pinnacle network equipment to communicate with NextNav. NextNav has no contractual right to require AT&T to continue its relationship with NextNav beyond the existing term of the equipment hosting agreement and AT&T may elect not to renew NextNav’s contracts or NextNav and AT&T may not be able to come to an agreement on renewal or extension terms at or before the end of agreement term. If NextNav cannot secure a renewal or extension of the equipment hosting agreement, NextNav may have to construct a new Pinnacle network prior to expiration of the equipment hosting agreement. Constructing a new network would require significant time and resources that NextNav may not be able to secure. In addition, if there is a delay in NextNav’s ability to build a new network, its Pinnacle services may experience lengthy disruptions and outages. If NextNav is unable to maintain its relationship with AT&T, its business, financial condition and results of operations would be harmed. NextNav’s ability to transmit data is dependent on AT&T’s wireless data network and on the associated power supply available within that network. NextNav has experienced temporary and geographically limited service outages due to issues with the AT&T wireless data network.

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

Simultaneous with the equipment hosting agreement described above, NextNav has entered into a services agreement with AT&T, expiring in 2022, with no renewal terms. This AT&T agreement created a relationship in which AT&T purchases, markets and sells NextNav services to its FirstNet® subscribers. NextNav has no contractual right to require AT&T to continue its relationship with NextNav, and AT&T may decide not to renew NextNav’s services contract prior to the end of its term. If NextNav is not able to secure a renewal or extension of its services agreement with AT&T, its ability to sell or market products to FirstNet® and other public safety customers may be impacted, and its business, financial and results of operations may be harmed.

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

NextNav has expended significant resources developing, testing and licensing software and solutions targeted towards E911 services, the primary customers for which are wireless carriers. Certain of these wireless carriers were the subject of an enforcement action by the FCC regarding their lack of compliance with rules requiring the provision of vertical location services in the top 25 CMAs by April 3, 2021. On June 3, 2021, the FCC adopted consent decrees with each of the named wireless carriers that effectively provided an extension of one year to the April 3, 2021 compliance date in the top 25 CMA’s, but also required the carriers to begin delivering any z-axis information that was available to them and to provide interim reports on their ongoing testing and deployment efforts. The ability of NextNav to sell its Pinnacle service to the wireless carriers for E911, a service NextNav believes to exceed the current FCC accuracy requirement, is dependent upon the willingness of these carriers to use NextNav’s service to comply with the FCC mandate, which has been impacted by the FCC’s one year extension and may be impacted by the development and testing of competing solutions to the NextNav technology.

NextNav’s ability to offer its service for E911 is also influenced by the willingness of wireless device manufacturers to incorporate NextNav’s software or services into their device platforms. Apple and Google exert significant market power over services on their respective platforms, and there is no assurance that they will approve or adopt the NextNav software or services in connection with their respective platforms. If Apple and/or Google do not provide such approval, there could be a material adverse impact to NextNav’s business, financial condition and results of operations.

NextNav’s Pinnacle service in smartphones relies on the availability of barometric pressure measurements and 2D location being made available to NextNav or NextNav’s customers.

In order for NextNav’s customers to be able to utilize NextNav’s Pinnacle service in smartphones, NextNav and its customers must have access to barometric pressure measurements and 2D location information, both of which are made available by Application Programming Interfaces provided by Google and Apple. If either Google or Apple meaningfully change their terms of service related to the use of this measurement and location data, choose not to provide this data to NextNav or its customers, or choose not to incorporate location sensors in their devices, NextNav’s ability to offer its Pinnacle service to its customers on these platforms will likely be impacted.

Mass-market adoption of NextNav’s TerraPoiNT service will require integration into smartphones, which requires both hardware and software.

Mass-market adoption of NextNav’s TerraPoiNT service will require integration into smartphones, which requires additions of both hardware and software. The U.S. market for smartphones, smartphone components, and software is highly concentrated. NextNav’s ability to integrate NextNav’s service into these devices is highly dependent upon (i) the availability of mass-market TerraPoiNT processors; (ii) the integration of such processors, and associated radio components or designs, into smartphones; and (iii) the integration of NextNav’s access control and service delivery software. Key manufacturers of devices and chipsets may be unwilling to integrate TerraPoiNT processors and required components into their devices. Further, even if NextNav is able to secure agreements with these leading manufacturers, the terms under which such integrations may occur may not be favorable to it.

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, in particular, mobile application stores. 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’s customers market and distribute its products (including related mobile applications) through a variety of third-party distribution channels. NextNav’s ability to achieve broad market reach is in part dependent on the ability of its distribution partners and customers to utilize mobile application stores, such as the Apple App Store and Google Play Store. Both Apple and Google have broad discretion to change their policies regarding their mobile operating systems and app stores in ways that may limit, eliminate or otherwise interfere with NextNav’s customers’ ability to distribute or market their applications through such stores. To the extent NextNav’s customers are unable to maintain a productive relationship with either or both of them, NextNav’s relationships with these customers may be impacted and its ability to achieve broad market reach will be impacted and its business, financial condition and results of operations could be adversely affected.

NextNav relies upon Amazon Web Services to operate its cloud platform and any disruption of or interference with NextNav’s use of Amazon Web Services or the need for additional cloud support would adversely affect NextNav’s business, results of operations and financial condition.

NextNav outsources its cloud infrastructure to Amazon Web Services (“AWS”). Customers of NextNav’s products need to be able to access NextNav’s platform at any time, without interruption or degradation of performance. AWS runs its own platform that NextNav accesses, and NextNav is, therefore, vulnerable to service interruptions at AWS. NextNav has experienced and expects that in the future it may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In addition, if NextNav’s security, or that of AWS, is compromised, NextNav’s products or platform are unavailable or NextNav’s users are unable to use its products within a reasonable amount of time or at all, then NextNav’s business, results of operations and financial condition could be adversely affected. In some instances, NextNav may not be

able to identify the cause or causes of these performance problems within a period of time acceptable to NextNav’s customers. To the extent that NextNav does not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, NextNav’s business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from AWS may adversely affect NextNav’s ability to meet its customers’ requirements. Further, NextNav’s customers may require it to support additional cloud platforms beyond AWS, which would result in additional costs to NextNav’s business.

Any of the above circumstances or events may harm NextNav’s reputation, possibly move customers to stop using NextNav products, impair NextNav’s ability to increase revenue from existing customers, impair NextNav’s ability to grow NextNav’s customer base, subject us to financial penalties and liabilities under NextNav’s service level agreements and otherwise harm NextNav’s business, results of operations and financial condition.

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.

The components required for NextNav’s Pinnacle altitude stations and its TerraPoiNT beacons are not available in high volume and are produced by a small number of vendors. NextNav also depends on certain third-party services, in addition to those described elsewhere, for the provision of the NextNav services. If NextNav is unable to procure these components or services or design or obtain effective alternatives, NextNav may be unable to produce additional Pinnacle altitude stations or TerraPoiNT beacons, or provide services to its customers, each of which will have a significant impact on its ability to achieve mass-market adoption of its services. As a result, NextNav is reliant upon a limited number of suppliers of these components and services. In the event it becomes necessary to seek alternative vendors, NextNav may be unable to obtain satisfactory replacement vendors on economically attractive terms on a timely basis, or at all, which could increase costs and may negatively impact NextNav’s ability to expand its service offering or cause disruption in service.

If vendors of NextNav’s equipment or providers of services on which NextNav relies experience financial difficulties, service or billing interruptions, patent litigation or other problems, NextNav’s growth and operating results could be negatively impacted.

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.

NextNav’s services are available within defined network footprints. Unlike certain of its competitors that do not require the deployment of network infrastructure to provide location services, NextNav is not able to sell its services outside of these footprints where its customers may require services. In order to expand NextNav’s footprint, it would need to invest significant time and financial resources to build-out additional infrastructure and there is no certainty that even if NextNav were to be able to secure the financial resources to do so, that it would be able to expand its footprint successfully. In addition, as discussed in a subsequent section, certain of NextNav’s services, such as its TerraPoiNT service, depend on access to radio spectrum. Although NextNav holds FCC spectrum licenses covering the vast majority of the U.S. population, NextNav does not currently have access to licensed radio spectrum in every location in the United States, and has not yet secured access to radio spectrum in locations outside the United States. If NextNav is not able to deploy new infrastructure, it will not be able to expand NextNav’s service area, customers that require service outside of NextNav’s footprints may choose other service providers, or may combine NextNav service with other offerings, which may impact the value of NextNav’s business.

There is no guarantee that TerraPoiNT service will be sold to commercial users or achieve broad commercial support in the United States or internationally.

NextNav’s TerraPoiNT services have not been implemented for broad commercial use and there is no guarantee that TerraPoiNT services will be widely adopted. Further, there is no certainty that one of NextNav’s competitors will not develop and commercialize a different solution in the meantime supplanting NextNav’s market. In addition, NextNav’s ability to sell TerraPoiNT service may be impacted by political or technological preferences. Foreign countries, especially those with significant resources, may prefer solutions that originated in their country or region, which may limit NextNav’s global growth potential. There is no certainty that NextNav’s agreements and/or pending discussions with international strategic partners will result in operational systems, from which NextNav derives revenues or other economics, in other countries. If NextNav is unable to sell TerraPoiNT commercially or to an international market, this will have a negative impact on NextNav’s business.

NextNav’s solutions depend on the use of location by a wide range of applications, including mobile marketing applications. Privacy concerns relating to location data, generally, and NextNav’s technology could damage its reputation and deter current and potential users from using its products and applications.

NextNav’s business depends on the use of location by a wide range of applications, including mobile marketing applications. User perception about the sharing of location data and concerns, more broadly, about the collection of location data, or about the specific practices of NextNav or the mobile applications that use NextNav’s location services with regard to the collection, use, disclosure, or security of location information or other privacy related matters, even if unfounded, could damage its reputation and operating results, and could result in default and/or termination of agreements NextNav has with various counterparties.

Natural or man-made disasters or terrorist attacks could have an adverse effect on NextNav’s business.

NextNav’s services are built on a terrestrial-based technical infrastructure, which is vulnerable to damage or interruption from technology failures, power surges or outages, natural disasters, fires, human error, terrorism, intentional wrongdoing or similar events. As a geolocation services provider, there is an increased risk that NextNav’s technological infrastructure may be targeted in connection with terrorism or cyberattacks, either as a primary target, or as a means of facilitating additional attacks on other targets.

NextNav is increasingly dependent on information technology systems and infrastructure to operate its business, so earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures and similar events could materially disrupt NextNav’s business operations or its provision of service in one or more markets. Costs NextNav incurs to restore, repair or replace its network or technical infrastructure, as well as costs associated with detecting, monitoring or reducing the incidence of unauthorized use, may be substantial and increase NextNav’s cost of providing service.  In addition, any of the aforementioned risks may be augmented if NextNav’s business continuity and disaster recovery plans prove to be inadequate. If any of the above events were to occur, NextNav could experience an adverse impact to its business, financial condition or results of operations. Additionally, NextNav’s insurance may not be adequate to cover the costs associated with a natural disaster or terrorist attack. NextNav also relies on third-party providers for certain of its infrastructure, any of which could also be subject to natural or man-made disasters, which could have an adverse effect on NextNav’s business.

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.

NextNav is dependent on information technology systems and infrastructure to operate its business. NextNav also relies on third parties to operate its business, whether because NextNav has outsourced certain elements of its operations (including elements of its information technology infrastructure) to third parties, or may have incorporated third-party technology into NextNav’s platform, or rely on third parties to incorporate NextNav’s products and services into their offerings. As a result, a number of third parties may or could have access to NextNav’s information technology systems (including NextNav’s computer networks) or to NextNav’s confidential information. In addition, many of those third parties in turn subcontract or outsource some of their responsibilities to third parties. As a result, NextNav’s information technology systems, including the functions of third parties that are involved or have access to those systems, is large and complex. While all information technology operations are inherently vulnerable to inadvertent or intentional security breaches, incidents, attacks and exposures, the size, complexity, accessibility and distributed nature of NextNav’s information technology systems, and personal or confidential information stored on those systems, make such systems potentially vulnerable to unintentional or malicious internal and external threats on NextNav’s technology environment.

Vulnerabilities can be exploited from inadvertent or intentional actions of NextNav’s employees, third-party vendors, business partners, or by malicious third parties. Attacks of this nature are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives (including, but not limited to, industrial espionage) and expertise,

including organized criminal groups, “hacktivists,” nation-states and others. For example, despite NextNav’s efforts to secure NextNav’s information technology systems and the data contained in those systems, including any efforts to educate or train NextNav’s employees, NextNav remains vulnerable to phishing attacks.

In addition to the threat of unauthorized access or acquisition of sensitive or personal information, other threats could include the deployment of harmful malware, ransomware attacks, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Some of these external threats may be amplified by the nature of third-party web hosting or cloud computing services or by the integration of NextNav’s product into a third party’s offerings. NextNav’s systems may experience directed attacks intended to interrupt NextNav’s operations; extract money from it; and/or obtain NextNav’s data (including without limitation end user or employee personal information or proprietary information).

Although NextNav has implemented certain systems, processes, and safeguards intended to protect its information technology systems and data from such threats and mitigate risks to NextNav’s systems and data, NextNav cannot be certain that threat actors will not have a material impact on its systems or services in the future. NextNav’s safeguards intended to prevent or mitigate certain threats may not be sufficient to protect NextNav’s information technology systems and data due to the developing sophistication and means of attack in the threat landscape. Recent developments in the threat landscape include an increased number of cyber extortion and ransomware attacks, with increases in the amount of ransom demands and the sophistication and variety of ransomware techniques and methodology. Additionally, NextNav’s third-party vendors or business partners’ information technology systems may be vulnerable to similar threats and NextNav’s business could be affected by those or similar third-party relationships. The risk of harm to NextNav’s business caused by security incidents may also increase as NextNav expands its product and service offerings and as NextNav enters into new markets. Implementing, maintaining, and updating security safeguards require substantial resources now and will likely be an increasing and substantial cost in the future.

In the event NextNav or one of its third-party providers were to suffer a security breach involving certain personal information, NextNav would have legal obligations (whether pursuant to law or contractual obligation) to notify certain regulatory authorities, affected individuals, customers and/or other entities. Such statutory and contractual disclosures are costly, could lead to negative publicity, may cause NextNav’s customers or the public to lose confidence in the effectiveness of NextNav’s security measures and require it to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. Compliance with these obligations could delay or impede the development or distribution of new products and may cause reputational harm.

There is no way of knowing with certainty whether NextNav has experienced any data security incidents that have not been discovered. While NextNav has no reason to believe that NextNav has experienced a data security incident that NextNav has not discovered, attackers have become very sophisticated in the way they conceal their unauthorized access to systems, and many companies that have been attacked are not aware that they have been attacked. Any event that leads to unauthorized access, use or disclosure of personal information could disrupt NextNav’s business, harm NextNav’s reputation, compel it to comply with applicable federal and/or state breach notification laws and foreign law equivalents, subject it to time-consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require NextNav to verify the correctness of database contents, or otherwise subject it to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to NextNav and result in significant legal and financial exposure and/or reputational harm.

In addition, any actual or perceived failure by us or NextNav’s vendors or business partners to comply with NextNav’s privacy, confidentiality or data security-related legal or other obligations to third parties, or any security incidents or other unauthorized access events that result in the unauthorized access, release or transfer of sensitive information, may result in governmental investigations, enforcement actions, regulatory fines, litigation, or public statements against NextNav by advocacy groups or others, and could cause third parties, including current and potential partners, to lose trust in us including existing or potential customers’ perceiving NextNav’s platform, system or networks as less desirable. NextNav could also be subject to claims by third parties that it has breached NextNav’s privacy- or confidentiality-related obligations, which could harm NextNav’s reputation and materially and adversely affect NextNav’s business and prospects. There can be no assurance that the limitations of liability in NextNav’s contracts would be enforceable or adequate or would otherwise protect NextNav from liabilities or damages.

NextNav may become subject to litigation arising out of any security breaches, which may adversely affect NextNav’s business.

Litigation resulting from security breaches may adversely affect NextNav’s business. Unauthorized access to NextNav’s systems, networks, or physical facilities could result in litigation with NextNav’s customers or other relevant stakeholders and may result in liability of or claims for indemnification by NextNav with respect to the same. These proceedings could force NextNav to spend money in defense or settlement, divert management’s time and attention, increase NextNav’s costs of doing business, and/or adversely affect NextNav’s reputation. NextNav could be required to fundamentally change its business activities and practices or modify its products and/or platform capabilities in response to such litigation, which could have an adverse effect on NextNav’s business.  Any costs incurred as a result of this potential liability could harm NextNav’s business.

NextNav maintains insurance policies to cover certain losses relating to NextNav’s information technology systems, but there is no certainty that NextNav’s policy limits will be sufficient to cover all liabilities that it may face as the result of security incident and there is no assurance that NextNav will be able to maintain its current policies of secure new policies in the future.

NextNav maintains insurance policies to cover certain losses relating to its information technology systems. However, there may be exceptions to NextNav’s insurance coverage such that its insurance policies may not cover some or all aspects of a security incident. Even where an incident is covered by NextNav’s insurance, the insurance limits may not cover the costs of complete remediation and redress that NextNav may be faced with in the wake of a security incident and will not provide recovery for reputational harm. The successful assertion of one or more large claims against NextNav that exceeds its available insurance coverage, or results in changes to its insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on NextNav’s business. In addition, NextNav cannot be sure that its existing insurance coverage will continue to be available on acceptable terms or that NextNav’s insurers will not deny coverage as to any future claim.

NextNav depends on the availability of personnel with the requisite level of technical expertise in the telecommunications industry.

NextNav’s ability to develop and maintain NextNav’s solutions and execute NextNav’s business plan is dependent on the availability of technical engineering, information technology, service delivery and monitoring, product development, sales, management, finance and other key personnel within NextNav’s geographic location. The specialized engineers and other personnel required for NextNav’s growth are in high demand by companies with greater resources, so NextNav may have difficulty hiring and retaining critical personnel to develop and operate the NextNav services, which will have a negative impact on NextNav’s ability to grow and achieve widespread customer and user acceptance.

NextNav depends on key members of NextNav’s senior management team; NextNav’s performance could be adversely impacted if they depart and it cannot find suitable replacements.

NextNav’s success depends largely on the skills, experience and performance of key members of NextNav’s senior management team, including key members located in India (and subject to potential change in law), as well as NextNav’s ability to attract and retain other highly qualified management and technical personnel. There is competition for qualified personnel in NextNav’s industry, and NextNav may not be able to attract and retain the personnel necessary for the development of NextNav’s business. The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect NextNav’s ability to manage its business and its future operational and financial results.

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.

NextNav’s services, products and processes rely on intellectual property, including patents, copyrights, trademarks and trade secrets. In some cases, that intellectual property is owned by another party and licensed to NextNav. The value of NextNav’s intellectual property relies in part on its ability to maintain its proprietary rights to such intellectual property. If NextNav is unable to obtain or maintain the proprietary rights to its intellectual property, if it is unable to prevent attempted infringement against its intellectual property, or if it is unable to defend against claims that it is infringing on another party’s intellectual property, NextNav could be adversely affected. These adverse effects could include NextNav having to abandon, alter and/or delay the deployment of products,

services or processes that rely on such intellectual property; having to procure and pay for licenses from the holders of intellectual property rights that NextNav seeks to use; and having to pay damages, fines, court costs and attorney’s fees in connection with intellectual property litigation.

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.

Certain of NextNav’s location services depend on NextNav’s ability to use portions of the radio spectrum licensed by the FCC. Through NextNav’s wholly owned affiliate, Progeny LMS, LLC, NextNav holds licenses issued by the FCC to use radio spectrum for location services within the 902-928 MHz band, identified by the FCC as Multilateration Location and Monitoring Service (“LMS”) licenses. NextNav’s LMS licenses provide coverage of most areas of the U.S. and the vast majority of populated areas within the U.S. NextNav’s licenses, however, do not provide nationwide coverage, which NextNav is likely to need to provide certain of its location services on a nationwide basis. Most of the geographic areas where NextNav lacks spectrum are generally rural in character, although NextNav does not hold licensed spectrum assets in two well populated locations, Minneapolis and Sacramento. Therefore, NextNav may need to secure additional spectrum licenses from the FCC for additional frequencies within the 902-928 MHz band or in other frequencies in order to achieve nationwide coverage or to serve every major city. Radio spectrum is a scarce public resource and no certainty exists that NextNav will be able to obtain additional licenses to provide nationwide coverage or obtain them at a reasonable cost. Although the FCC regularly issues new spectrum licenses, the FCC has not issued new LMS licenses for spectrum within the 902-928 MHz band since 2001 and it could decide to refrain from issuing any additional LMS licenses because the 902-928 MHz frequencies are also used by other services on a shared basis, including by certain unlicensed devices used in homes and for such enterprise services as utility meter reading. If the FCC does issue additional LMS licenses, the FCC is likely to distribute those licenses through an auction process, requiring NextNav to participate and compete with other bidders in such an auction, with no certainty of winning. If NextNav is unable to secure additional LMS licenses or suitable alternative spectrum in a different frequency band, NextNav’s ability to expand certain of NextNav’s services nationwide may be negatively impacted which may have a negative impact on NextNav’s business, financial condition and results of operations.

NextNav currently does not hold any rights to use licensed spectrum resources outside the U.S. The rules for securing access to spectrum rights vary in each country. Further, different portions of the radio frequency band are used for different purposes in different countries and regions. Therefore, no certainty exists that suitable spectrum resources can be identified or secured in international locations where NextNav would seek to expand its business. In those countries where suitable spectrum resources may be available, spectrum licenses are often distributed through an auction or tender process, meaning NextNav would have to compete with other applicants for access to spectrum rights, the success of which cannot be assured.

NextNav’s FCC licenses authorize the use of radio frequencies that are shared with other radio services, which could result in harmful interference and impairment to NextNav’s use of its licensed spectrum.

NextNav’s LMS licenses authorize it to use the upper portion of the 902-928 MHz band. This spectrum is a shared frequency band that is used for a number of purposes both by individuals, businesses and the federal government. Other services that are authorized to use these frequencies include federal radiolocation systems; industrial, scientific and medical devices; licensed amateur radio operations; and certain unlicensed devices. NextNav’s use of the spectrum is subject to FCC requirements that NextNav’s operations must accept harmful interference from other uses of the spectrum that have more senior rights to the spectrum. NextNav has been successful thus far in using its LMS spectrum to operate location services without experiencing material impairment of NextNav’s location services caused by more senior spectrum uses, but no certainty exists that it will be able to continue to do so. Moreover, for certain specialized uses, including with respect to aviation uses, the use of the NextNav spectrum would be subject to additional regulatory review, approvals and/or limitations. More senior uses of the 902-928 MHz band could become more numerous or could alter the characteristics of their transmissions in ways that could increase the interference to NextNav’s location services, resulting in diminished coverage, consistency and accuracy of NextNav’s location services.

In addition, NextNav is required to refrain from causing unacceptable levels of harmful interference to unlicensed wireless devices. The FCC issued a decision in 2013 that concluded that, based on field tests, NextNav had successfully demonstrated that its location services did not cause unacceptable levels of harmful interference to such unlicensed wireless devices. Third-party challenges to the FCC decision, are still pending. Further, changes in NextNav’s operations could alter the transmission characteristics of its location services, potentially requiring it to provide further demonstrations that NextNav’s location services do not cause unacceptable levels of harmful interference to those unlicensed devices. No certainty exists that the FCC would conclude in the future that NextNav remained successful in making such a demonstration a second time. If NextNav is unable to make this demonstration to the satisfaction of the FCC, NextNav may not be able to make changes to its operating characteristics, potentially preventing the future implementation of desirable innovations.

NextNav’s LMS licenses are subject to renewal by the FCC and no certainty exists that NextNav will be able to secure ongoing renewals of its licenses.

NextNav’s LMS licenses were issued by the FCC for renewable periods of ten years and the current term of NextNav’s LMS licenses expired on July 19, 2020. The FCC’s rules do not identify a specific threshold that must be demonstrated in order for NextNav to secure renewal of its LMS licenses, which means the applicable threshold is the FCC’s statutory obligation to grant a renewal of NextNav’s licenses if it serves the public interest. NextNav’s LMS licenses were initially required to be renewed on July 19, 2010. NextNav timely filed an application for renewal, which the FCC granted on January 17, 2017. The FCC’s renewal grant was expressly conditioned on NextNav’s compliance with build-out requirements, discussed further below. On July 7, 2020, NextNav filed a second request for renewal of its LMS licenses, which is still pending before the FCC. If NextNav secures the renewal of its LMS licenses, NextNav’s license renewal applications thereafter will be subject to new FCC rules placing additional conditions on license renewal applications. Specifically, in order to secure a third renewal of NextNav’s LMS licenses in 2030, NextNav will be required to demonstrate compliance with additional requirements, including that NextNav has satisfied its build-out construction requirements, that it uses its network to provide service to the public, and that the service provided is at least at the same level of service that was demonstrated at the time of NextNav’s build-out showing. No certainty exists that NextNav will receive the currently applied for renewal or continue to meet the requirements of such renewal for future applications. If NextNav fails to secure renewals for NextNav’s LMS licenses, NextNav will not be able to pursue its TerraPoiNT services as previously planned and NextNav’s business, financial condition and results of operations could be harmed.

NextNav’s LMS licenses are subject to end-of-term build-out requirements maintained by the FCC and no certainty exists that NextNav will be able to comply with the build out requirements and retain its licenses.

NextNav’s LMS licenses are subject to FCC rules that require licensees to make productive use of their licensed radio spectrum by a specific deadline and continue such use throughout the term of the licenses. If a licensee fails to satisfy one of its build-out deadlines, the FCC will declare its licenses to be null and void. Over the years, the FCC has revoked all the LMS licenses that the FCC issued to other parties for failing to satisfy their build-out requirements. In nearly all instances in which NextNav’s licenses have reached a deadline to demonstrate the build-out and use of the licensed spectrum, NextNav has either secured a favorable ruling from the FCC regarding the sufficiency of its build-out showing, or a waiver or extension of its build-out requirements. No certainty exists, however, that NextNav will be able to meet the FCC’s requirements in the future or secure waivers or extensions.

NextNav is currently required by the FCC’s build-out rules to satisfy build-out demonstrations on October 3, 2020 for NextNav’s 42 LMS licenses covering the largest 21 Economic Areas (“EAs”) in the United States, April 3, 2021 for 40 of NextNav’s LMS licenses covering the next largest 20 EAs and April 3, 2023 for NextNav’s remaining LMS licenses. The initial October 3, 2020 deadline identified above had been set for April 3, 2020, but NextNav filed a request for a six month extension of the deadline as a result of the COVID-19 pandemic, which the FCC granted on July 19, 2020, extending NextNav’s initial deadline to October 3, 2020. Based on the ongoing nature of the pandemic, on September 17, 2020, NextNav filed a request for a second six month extension of the build-out deadline. That request for extension is still pending.

To comply with its build-out requirements on each of the deadlines, NextNav must demonstrate for each of its LMS licenses either that the geographic area of its licensed network provides coverage of at least two-thirds of the population in each of the licensed areas or that NextNav is providing substantial service to end users in each of NextNav’s licensed areas. On February 2, 2021, NextNav filed a waiver request with the FCC seeking approval to use a third option, demonstrating that the geographic area of NextNav’s licensed network provides coverage of at

least two-thirds of relatively tall buildings (those in excess of three stories) rather than two-thirds of the population. Although no certainty exists that the FCC will grant NextNav’s waiver request, precedent exists for such a waiver because the FCC previously adopted a rule that permits wireless carriers to demonstrate network coverage of tall buildings in order to show compliance with FCC rules addressing the provision of wireless vertical location services. The FCC has not yet acted on NextNav’s waiver request to use a two-thirds of tall buildings coverage approach. Nevertheless, NextNav employed its proposed tall building coverage approach with respect to the end-of-term build out showings that NextNav filed with the FCC for 78 of its 82 LMS licenses that were subject to an April 3, 2021 end-of-term building out deadline assuming NextNav’s September 17, 2020 second COVID-related extension is granted. On March 31, 2021, NextNav also filed a request for an additional six month extension of the April 3, 2021 build-out deadline to address the possibility that the FCC might refrain from granting NextNav’s request to demonstrate build-out compliance in some markets using network coverage of tall buildings, or might conclude that NextNav’s build-out showings are insufficient to demonstrate either two-thirds coverage of tall buildings or substantial service. No certainty exists that the FCC will conclude that NextNav’s April 3, 2021 build-out showings are satisfactory, or that it will grant a further extension of NextNav’s April 3, 2021 build-out deadline. Finally, NextNav remains subject to an April 3, 2023 deadline to demonstrate the build-out for its 144 LMS licenses covering less-populous markets. NextNav will need to secure and spend financial resources to develop network infrastructure to demonstrate compliance for these additional licenses in the 72 markets that they are authorized, or secure further extensions or waivers of the build-out requirements for these licenses. No certainty exists that NextNav will be able to comply with these requirements or secure additional extensions or waivers from the FCC of these requirements. If the FCC fails to deem NextNav’s build-out showings as acceptable and NextNav is unable to secure extensions to NextNav’s build-out deadlines or necessary waivers, the FCC will declare the applicable LMS licenses to be null and void, which will have a material adverse impact on NextNav’s ability to expand NextNav’s TerraPoiNT services as previously planned, and NextNav’s business, financial condition and results of operations will be harmed.

NextNav’s retention and use of its LMS licenses has been the subject of ongoing objections by third parties that could result in the revocation or non-renewal of NextNav’s LMS licenses.

The FCC’s oversight of radio spectrum is conducted using a largely public process that is generally governed by the Administrative Procedure Act and the FCC’s rules on public participation in spectrum allocation and licensing proceedings. As a result, NextNav’s retention and use of NextNav’s LMS licenses has been the subject of comments and objections from third parties, including other users of the 902-928 MHz frequencies and other current and former licensees of LMS spectrum. In the past, the FCC has regularly rejected and dismissed these objections to NextNav’s retention and use of NextNav’s LMS licenses, but no certainty exists that the FCC will continue to do so in the future. Certain of the previous objections remain pending before the FCC, meaning that the FCC could still act on them in a manner that is adverse to NextNav. The pending objections include pleadings that were filed on July 8, 2013 by a number of businesses that use unlicensed radio spectrum in their operations and were asking the FCC to suspend NextNav’s authority to use NextNav’s LMS spectrum for commercial purposes. In addition, several affiliated companies controlled by a former licensee of LMS spectrum have filed numerous objections and adverse pleadings against NextNav’s LMS licenses. A number of these adverse pleadings remain pending, including a recently filed petition, dated February 3, 2021, requesting the FCC to reallocate the 902-928 MHz band for other purposes. Although the FCC has consistently rejected the adverse pleadings that were filed by this individual in the past, no certainty exists that the FCC will continue to do so. If the FCC acts on any current or future objections by third parties, NextNav’s LMS licenses could be revoked or not renewed, which will have a material adverse impact on NextNav’s ability to expand TerraPoiNT as previously planned and NextNav’s business, financial condition and results of operations will be harmed.

A portion of NextNav’s business plan targets government customers, which subjects us to risks, including early termination, audits, investigations, sanctions and penalties.

One of NextNav’s business strategies is to develop business relationships with U.S. government agencies for the provision of NextNav’s products and services. NextNav currently contracts directly with U.S. government agencies, including NASA, and perform as a subcontractor to other contractors under U.S. government programs. As a U.S. government contractor, NextNav’s business is subject to statutes and regulations applicable to companies doing business with the U.S. government, including the Federal Acquisition Regulation, or FAR, and NASA FAR Supplement, or NFS.

The funding of U.S. government programs is subject to annual U.S. Congressional appropriations. Long-term government contracts and related orders are subject to cancellation if appropriations for subsequent performance periods are not made. In addition, the U.S. government may modify, curtail or terminate its contracts and subcontracts without prior notice at its convenience and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source. The termination of funding for a U.S. government program that NextNav supports, or any modification or curtailment of NextNav’s U.S. government prime contracts or subcontracts, would result in a loss of anticipated future revenue attributable to that program, which could have an adverse effect on NextNav’s operations, financial condition or U.S. government customer demand for NextNav’s products and services.

In addition, U.S. government contracts normally contain additional requirements that may increase NextNav’s costs of doing business, reduce NextNav’s profits, and expose it to liability for failure to comply with these terms and conditions. These compliance costs might further increase in the future, reducing NextNav’s margins, which could have a negative effect on NextNav’s financial condition. These requirements include, for example:

•        specialized disclosure and accounting requirements unique to U.S. government contracts;

•        financial and compliance audits;

•        public disclosures of certain contract and company information; and

•        mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.

Failure to comply with these U.S. government contracting regulations and requirements may result in potential price adjustments, recoupment of U.S. government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have a material adverse effect on NextNav’s reputation and ability to secure future U.S. government contracts.

NextNav’s government contract activities are subject to audits and investigations by U.S. government agencies, including agency Inspectors General, regarding NextNav’s compliance with U.S. government contract requirements. If any audit, inquiry or investigation uncovers improper or illegal activities, NextNav may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, suspension of payments, fines, and suspension or debarment from doing business with the U.S. government.

In addition, if NextNav fails to comply with U.S. government contracting laws, regulations and contract requirements, its contracts may be subject to termination, and it may be subject to financial and/or other liability under its contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, damages, fines, suspension, or damages could adversely affect NextNav’s ability to operate NextNav’s business and NextNav’s financial results.

NextNav and its service providers collect, process, transmit, and store personal information, which creates legal obligations and may give rise to additional costs and liability. Failure to comply with federal, state and foreign laws and regulations relating to privacy and data protection could adversely affect NextNav’s business and its financial condition.

NextNav collects, processes, transmits and stores personal information, such as certain individual geolocation information, and other personal information relating to its business contacts, personnel, end users, and website visitors, and NextNav may rely in part on third parties that are not directly under its control to manage certain of these operations on its behalf. A variety of federal and state laws and regulations, as well as international laws and regulations (including as applicable General Data Protection Regulation) govern the collection, use, retention, sharing and security of this information.

The U.S. privacy and data protection legal landscape continues to evolve, with California and Virginia having enacted broad-based data privacy and protection legislation and with states and the federal government continuing to consider additional data privacy and protection legislation. The potential effects of this legislation are far-reaching

and may require NextNav to modify its data processing practices and policies and to incur substantial costs and expenses in an effort to comply. The California Consumer Privacy Act (“CCPA”) went into effect in January 2020 and gives California residents certain rights with respect to their personal information such as rights to access and require deletion of their personal information, opt out of the sale of their personal information, and receive detailed information about how their personal information is used. The CCPA also provides for civil penalties for violations, as well as a private right of action for certain data breaches. The CCPA was amended, and the California Office of the Attorney General published final regulations to implement portions of the CCPA. Additionally, in November 2020, California voters passed the California Privacy Rights Act (“CPRA”) ballot initiative, which introduces significant amendments to the CCPA and confers enforcement power on a new state regulatory body to supplement the enforcement powers of the California Attorney General. The CPRA will go into effect on January 1, 2023 and new CPRA regulations are expected to be introduced. In addition, the Virginia legislature passed the Consumer Data Protection Act (“VCDPA”), which includes new consumer rights, an appeals process for certain aggrieved consumers, and data protection assessments for certain data processing activities. NextNav will need to implement mechanisms and internal processes to fulfill the new obligations under the VCDPA. Although NextNav does not have direct interaction with end users, NextNav may still be subject to these laws with respect to other personal information it processes, or by way of acting as a service provider to NextNav’s customers, which may bear additional obligations under these laws.

NextNav or its customers may also be subject to FCC rules regarding Customer Proprietary Network Information (“CPNI”) or other restrictions on NextNav’s ability to use certain data that it collects in connection with 911 or other calls. Further, the FCC’s wireless location rules subject NextNav to additional privacy restrictions with respect to its use of any location information resulting from the provision of location services to support 911 emergency services.

NextNav’s obligations under applicable data privacy laws, regulations, contracts, industry standards, self-certifications, and other documentation may include maintaining the confidentiality, integrity and availability of personal information or other data in NextNav’s possession or control, maintaining reasonable and appropriate security safeguards as part of an information security program, and limits on the use and/or cross-border transfer of such personal information or other data. These obligations create potential liability to regulators, NextNav’s business partners and customers, end users, and other relevant stakeholders and also may impact the attractiveness of NextNav’s services to existing and potential customers. Data protection laws around the world often require “reasonable”, “appropriate” or “adequate” technical and organizational security measures, and the interpretation and application of those laws are often uncertain and evolving, and there can be no assurance that NextNav’s security measures will be deemed adequate, appropriate or reasonable by a regulator or court.

Given the evolving nature of security threats and evolving safeguards, NextNav cannot be sure that its chosen safeguards will protect against security threats to its business, including the personal data that it processes. However, even security measures that are appropriate, reasonable, and/or in accordance with applicable legal requirements may not be able to fully protect NextNav’s information technology systems and the data contained in those systems, or NextNav’s data that is contained in third parties’ systems. Moreover, certain data protection laws impose on NextNav responsibility for its employees and third parties that assist with aspects of NextNav’s data processing. NextNav’s employees’ or third parties’ intentional, unintentional, or inadvertent actions may increase NextNav’s vulnerability or expose NextNav to security threats, such as phishing attacks, and NextNav may remain responsible for successful access, acquisition or other disclosure of NextNav’s data despite the quality and legal sufficiency of NextNav’s security measures.

In addition to the risk of data breaches and noncompliance with applicable law, NextNav may be exposed to additional liability for NextNav’s failure to adhere to the technical or operational security requirements of the Payment Card Industry Data Security Standards (“PCI DSS”) if and as applicable, imposed by the Payment Card Industry Security Standards Council to protect cardholder data. Penalties arising from PCI DSS enforcement are inherently uncertain as penalties may be imposed by various entities within the payment card processing chain without regard to any statutory or universally mandated framework. Such enforcement could threaten NextNav’s relationship with its banks, card brands it does business with, and its third-party payment processors.

NextNav publishes privacy policies, notices and other documentation regarding NextNav’s collection, processing, use and disclosure of personal information. Although NextNav endeavors to comply with its published policies and other published documentation, NextNav may at times fail to do so or may be perceived to have failed to do so. Moreover, despite NextNav’s efforts, it may not be successful in achieving compliance if NextNav’s

employees or vendors fail to comply with NextNav’s published policies or other documentation. Such failures can subject NextNav to potential law enforcement or legal action if they are found to be deceptive, unfair, or misrepresentative of NextNav’s actual practices.

NextNav expects that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions. NextNav cannot yet determine the impact such future laws, regulations and standards may have on its business. NextNav expects that the evolving regulatory interpretation and enforcement of data protection laws, such as the CCPA, CPRA, and VCDPA, as well as other domestic and foreign data protection laws, will lead to increased operational and compliance costs and may require us to make changes to NextNav’s operations, policies, and procedures.

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.

NextNav is subject to a wide variety of laws and regulations relating to various aspects of NextNav’s business, including with respect to NextNav’s wireless location services, employment and labor, health care, tax, privacy and data security, health and safety, customs and government contracting. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and NextNav cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. NextNav monitors these developments and devotes a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit NextNav’s ability to develop new business channels. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts NextNav’s business could require it to change the way it operates and could have a material adverse effect on NextNav’s sales, profitability, cash flows and financial condition.

Failure to comply with these laws or regulations or failure to satisfy any criteria or other requirement under such laws or regulations, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of NextNav’s business, may result in civil penalties or private lawsuits, or result in a delay or the denial, suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating NextNav’s business.

Additionally, regulation of NextNav’s industry is still evolving, and new or different laws or regulations could affect NextNav’s operations and increase direct compliance costs. Application of these laws to NextNav’s business may negatively impact NextNav’s performance in various ways, limiting the collaborations NextNav may pursue and increasing NextNav’s costs and the time necessary to obtain required authorization. The adoption of a multi-layered regulatory approach to any one of the laws or regulations to which NextNav is or may become subject, particularly where the layers are in conflict, could require alteration of NextNav’s services or operational parameters which may adversely impact NextNav’s business. NextNav may not be in complete compliance with all such requirements at all times and, even when NextNav believe it is in complete compliance, a regulatory agency may determine that NextNav is not.

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’s business plans are based in part on the distribution of NextNav’s services world-wide. NextNav is required to comply with U.S. export control laws and regulations, including the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security and the foreign asset control regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Pursuant to these foreign trade control laws and regulations, NextNav is required, among other things, to (i) determine the proper licensing jurisdiction and export classification of products, software, and technology, (ii) obtain licenses or other forms of U.S. government authorization, or qualify for exceptions, to export NextNav’s products, software, and technology outside the United States, and (iii) avoid engaging in unauthorized transactions with certain sanctioned countries, territories, entities, and individuals. Violations of applicable export control and sanctions laws and related regulations, which are enforced on a strict liability basis, could result in criminal and administrative penalties,

including fines and possible denial of export privileges. U.S. export licenses or license exceptions are required to transfer or make accessible certain of the Company’s software source code and technology to its non-U.S. employees (deemed exports).

In addition, U.S. export control laws and related licensing policies continue to change, further regulating the export and re-export of NextNav’s products, services, and technology from the U.S. and abroad, and increasing NextNav’s costs and the time necessary to obtain required authorization. For example, should exceptions or exemptions under the EAR be changed, NextNav’s activities otherwise authorized via these mechanisms may become unavailable and could result in the need for additional export authorizations.

Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change as a result of geopolitical events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol. Increasing trade tensions with China and Russia, in particular, may affect NextNav’s supply chain, increase direct and indirect compliance costs, or significantly impact relations with business partners. The extensive and changing nature of these export control laws and related licensing policies may diminish NextNav’s ability to market its solutions in the certain markets.

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.

Although NextNav’s international business is still in its early stages, its development is subject to both U.S. and foreign laws and regulations, including, without limitation, laws and regulations relating to export/import controls (described above), sanctions, technology transfer restrictions, government contracts and procurement, data privacy and protection, anti-corruption laws, including the FCPA, the anti-boycott provisions of the U.S. Export Administration Act, security restrictions and intellectual property. Failure by us, NextNav’s employees, affiliates, partners or others with whom NextNav works to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of NextNav’s export/import privileges. New regulations and requirements, or changes to existing ones in the various countries in which NextNav operates can significantly increase NextNav’s costs and risks of doing business internationally.

Changes in laws, regulations, political leadership and environment, and/or security risks may dramatically affect NextNav’s ability to conduct or continue to conduct business in international markets, including sales to customers and purchases from suppliers outside the U.S. NextNav may also be impacted by U.S. and foreign national policies and priorities, political decisions and geopolitical relationships, any of which may be influenced by changes in the threat environment, political leadership, geopolitical uncertainties, world events, bilateral and multi-lateral relationships and economic and political factors, and any of which could impact NextNav’s operations and/or export authorizations, or delay purchasing decisions or payments and the provision of supplies, goods and services. Global economic conditions and fluctuations in foreign currency exchange rates could further impact NextNav’s business. For example, the tightening of credit in financial markets outside of the U.S. could adversely affect the ability of NextNav’s customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for NextNav’s products and services or impact the ability of NextNav’s customers to make payments.

NextNav also increasingly is dependent on in-country suppliers and it faces risks related to their failure to perform in accordance with the contracts and applicable laws, particularly where NextNav relies on a sole source supplier. The services NextNav provides internationally are sometimes in countries with unstable governments, economic or fiscal challenges, military or political conflicts and/or developing legal systems. This may increase the risk to NextNav’s employees, subcontractors or other third parties, and/or increase the risk of a wide range of liabilities, as well as loss of property or damage to NextNav’s products.

The occurrence and impact of these factors is difficult to predict, but one or more of them could have a material adverse effect on NextNav’s financial position, results of operations and/or cash flows.

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.

An initial public offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an initial public offering company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public.

In addition, going public via a business combination with a special purpose acquisition company does not involve a book-building process as is the case in an initial public offering. In any initial public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a special purpose acquisition company transaction, the value of the company is established by means of negotiations between the target company, the special purpose acquisition company and, in many cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a special purpose acquisition company business combination may be less effective than an initial public offering bookbuilding process and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, initial public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the initial public offering. There is no such book of demand built up in connection with special purpose acquisition company transaction which may result in the share price being harder to sustain after the transaction.

Following the consummation of the Business Combination, Shelf’s only significant asset will be ownership of NextNav’s business through its indirect ownership interest in Holdings. If NextNav’s business is not profitably operated, Holdings may be unable to pay dividends or make distributions or loans to enable Shelf to pay any dividends on its common stock or satisfy its other financial obligations.

Following the consummation of the Business Combination, Shelf will have no direct operations and no significant assets other than the indirect ownership of Holdings, which will operate NextNav’s business. Shelf will depend on profits generated by NextNav’s business for distributions, debt repayment and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to its capital stock. Legal and contractual restrictions in agreements governing the indebtedness of Shelf, as well as the financial condition and operating requirements of Shelf, may limit its ability to receive distributions from Holdings and the NextNav business following the Business Combination.

Following the consummation of the Business Combination, provisions in the NextNav Charter, NextNav Bylaws and Delaware law may inhibit a takeover of Shelf, which could limit the price investors might be willing to pay in the future for its common stock and could entrench management.

Following the consummation of the Business Combination, the NextNav Charter and NextNav Bylaws will contain provisions to limit the ability of others to acquire control of Shelf or cause Shelf to engage in change-of-control transactions, including, among other things:

•        limited liability for, and providing for indemnification of, Shelf’s directors and officers;

•        the Shelf directors may be removed with or without cause and only by the affirmative vote of holders of at least two-thirds (2/3) of the voting power of all then outstanding shares of capital stock of Shelf entitled to vote generally in the election of directors, voting together as a single class;

•        the holders of shares of common stock shall not have cumulative voting rights with regard to election of directors;

•        provisions that impose advance notice requirements and other requirements and limitations on the ability of stockholders to propose matters for consideration at stockholder meetings;

•        the Shelf board of directors will be expressly authorized to adopt, alter, amend or repeal the NextNav Bylaws without a stockholder vote, and any adoption, alteration, amendment or repeal of the NextNav Bylaws by stockholders will require the affirmative vote of the holders of at two-thirds (2/3) of the voting power of all of the then-outstanding shares of the Shelf entitled to vote generally in the election of directors;

•        a prohibition on the ability of Shelf stockholders to call special meetings; and

•        provisions providing that vacancies on the Shelf board of directors may be filled only by the majority of directors then in office, even though less than a quorum, and not by Shelf stockholders, until the next election of directors and until such director’s successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

These provisions, and others, could have the effect of depriving Shelf’s stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of Shelf in a tender offer or similar transaction.

The NextNav Charter will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit Shelf stockholders’ ability to obtain a favorable judicial forum for disputes with Shelf or its directors, officers, or other employees.

The NextNav Charter will require, to the fullest extent permitted by law, that derivative actions brought in Shelf’s name, actions against its directors, officers and other employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, unless Shelf consents in writing to the selection of an alternative forum. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of Shelf shall be deemed to have notice of and consented to the forum provisions in the NextNav Charter. While the exclusive forum provision applies to state and federal law claims, Shelf stockholders will not be deemed to have waived our compliance with, and the exclusive forum provision will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under, the federal securities laws, including the Exchange Act or the Securities Act and the rules and regulations promulgated thereunder.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Shelf or any of its directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the NextNav Charter to be inapplicable or unenforceable in an action, Shelf may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

A market for Shelf’s securities may not develop, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Shelf’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Shelf’s securities following the Business Combination may never develop or, if developed, it may not be sustained.

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.

As a result of the proposed Business Combination, Shelf intends to apply for listing of its common stock and warrants. While Shelf will apply to have its common stock and warrants listed on Nasdaq upon consummation of the Business Combination, it must meet Nasdaq’s initial listing requirements. Shelf may be unable to meet those requirements. Even if its securities are listed on Nasdaq following the Business Combination, Shelf may be unable to maintain the listing of its securities in the future.

If Shelf fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, or if Shelf is delisted, there could be significant materially adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage for Shelf; and

•        a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, NextNav has not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, Shelf will incur significant legal, accounting and other expenses that NextNav was not required to incur in the recent past. These expenses will increase once Shelf is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased the costs and the time that must be devoted to compliance matters. We expect these rules and regulations will increase Shelf’s legal and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

For as long as Shelf remains an “emerging growth company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Shelf will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO (its predecessor), (b) in which it has total annual gross revenue of at least $1.07 billion, or (c) in which Shelf is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. To the extent Shelf chooses not to use exemptions from various reporting requirements under the JOBS Act, or if it no longer can be classified as an “emerging growth company,” we expect that Shelf will incur additional compliance costs, which will reduce its ability to operate profitably.

As an “emerging growth company,” Shelf cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make its common stock less attractive to investors.

As an “emerging growth company,” Shelf may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to obtain an assessment of the effectiveness of its internal controls over financial reporting from its independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which Shelf has elected to do.

Shelf cannot predict if investors will find its common stock less attractive because it will rely on these exemptions. If some investors find its common stock less attractive as a result, there may be a less active market for its common stock, its share price may be more volatile and the price at which its securities trade could be less than if Shelf did not use these exemptions.

As a public reporting company, Shelf will be subject to rules and regulations established from time to time by the SEC and Nasdaq regarding its internal control over financial reporting. If Shelf fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report Shelf’s financial results, or report them in a timely manner.

Following the Business Combination, Shelf will be a public reporting company subject to the rules and regulations established from time to time by the SEC and Nasdaq. These rules and regulations require, among other things, that Shelf establish and periodically evaluate procedures with respect to Shelf’s internal control over financial reporting. Public company reporting obligations place a considerable burden on Shelf’s financial and management systems, processes and controls, as well as on Shelf’s personnel.

In addition, as a public company Shelf will be required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting, which will require Shelf to document and make significant changes to its internal control over financial reporting. Likewise, Shelf’s independent registered public accounting firm will be required to provide an attestation report on the effectiveness of its internal control over financial reporting at such time as it ceases to be an “emerging growth company,” as defined in the JOBS Act, if Shelf is an “accelerated filer” or “large accelerated filer” at such time.

Shelf expects to incur costs related to its internal control over financial reporting in the upcoming years to further improve its internal control environment. If Shelf identifies deficiencies in Shelf internal control over financial reporting or if Shelf is unable to comply with the requirements applicable to it as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, it may be unable to accurately report its financial results, or report them within the timeframes required by the SEC. If this occurs, it also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if Shelf is unable to assert that its internal control over financial reporting is effective, or if its independent registered public accounting firm is unable to express an opinion as to the effectiveness of Shelf’s internal control over financial reporting, or express an adverse opinion, investors may lose confidence in the accuracy and completeness of Shelf’s financial reports, Shelf may face restricted access to the capital markets and Shelf’s stock price may be adversely affected.

Shelf may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interest in Shelf and may depress the market price of its common stock.

Shelf may issue additional shares of common stock or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the Omnibus Plan and Employee Stock Purchase Plan without stockholder approval in a number of circumstances.

The issuance of additional common stock or other equity securities could have one or more of the following effects:

•        Shelf’s existing stockholders’ proportionate ownership interest will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding share of common stock may be diminished; and

•        the market price of its common stock may decline.

If Shelf’s performance following the Business Combination does not meet market expectations, the price of its securities may decline.

If Shelf’s performance following the Business Combination does not meet market expectations, the price of our Class A common stock prior to the closing of the Business Combination may decline. The market value of Shelf common stock at the time of the Business Combination may vary significantly from the price of our Class A common stock on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which our stockholders vote on the Business Combination. Because the number of shares of Shelf common stock issued as consideration in the Business Combination will not be adjusted to reflect any changes in the market price of our Class A common stock, the value of Shelf common stock issued in the Business Combination may be higher or lower than the values of our shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of Shelf common stock could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the equity interests of Shelf or NextNav, and trading in our Class A common stock has not been active. Accordingly, the valuation ascribed to NextNav and Shelf common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for Shelf common stock develops and continues, the trading price of its common stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond its control. Any of the factors listed below could have a material adverse effect on your investment in Shelf common stock and its common stock may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of Shelf common stock following the Business Combination may include:

•        actual or anticipated fluctuations in Shelf’s quarterly and yearly financial results or the quarterly and yearly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about its operating results;

•        success of competitors;

•        its operating results failing to meet market expectations in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning Shelf or the geolocation industry and market in general;

•        operating and stock price performance of other companies that investors deem comparable to Shelf;

•        its ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting its business;

•        commencement of, or involvement in, litigation involving Shelf;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of its common stock available for public sale;

•        any significant change in its board or management;

•        sales of substantial amounts of common stock by its directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of Shelf common stock irrespective of its operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Shelf’s securities, may not be predictable. A loss of investor confidence in the market for geolocation stocks or the stocks of other companies which investors perceive to be similar to Shelf could depress its stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of Shelf common stock also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

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

The exercise price for our warrants is $11.50 per share, subject to adjustment, which exceeds the market price of our Class A common stock, which was $10.07 per share based on the closing price on September 13, 2021. There can be no assurance that the warrants will ever be in the money prior to their expiration and, as such, the warrants may expire worthless. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The terms of our warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the majority of the holders of the then outstanding public warrants to make all other modifications or amendments. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least the majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least the majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

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

Following the Business Combination, Shelf will have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of its common stock in the event the shares of its common stock are not traded on any specific trading day) of its common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date Shelf sends proper notice of such redemption, provided that on the date it gives notice of redemption and during the entire period thereafter until the time Shelf redeems the warrants, Shelf has an effective registration statement under the Securities Act covering the shares of Shelf common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by Shelf, it may exercise its redemption right even if Shelf is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you, as a warrant holder: (i) to exercise your warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of your warrants.

Warrants to purchase Shelf common stock will become exercisable following the Business Combination, which could increase the number of shares eligible for future resale in the public market and result in dilution to its stockholders.

Outstanding Spartacus warrants to purchase an aggregate of 18,750,000 shares of Shelf common stock will become exercisable on the 30th day following the closing of the Business Combination in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 10,000,000 public warrants originally included in the units issued in our IPO and 8,750,000 private placement warrants. Each warrant entitles its holder to purchase one share of our Class A common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., New York time, five years after the closing of the Business Combination or earlier upon redemption of our Class A common stock or our liquidation. In addition, a warrant for 4,351,662 shares of common stock will be issued to a holder of Holdings Warrants, which will be subject to a lock-up for a period of 180 days following the closing. To the extent warrants are exercised, additional shares of Shelf common stock will be issued, which will result in dilution to its then existing stockholders and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress the market price of Shelf common stock.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

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.

Based on Holdings’ current capitalization and assuming no redemptions, we anticipate issuing an aggregate of approximately 67.4 million shares of Shelf 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 to the Holdings Exchanging Parties as consideration in the Business Combination. Assuming no redemptions, we anticipate that, immediately following completion of the Business Combination, 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. These ownership percentages do not take into account:

•        any warrants or options to purchase Shelf common stock that will be outstanding following the Business Combination; or

•        any equity awards that may be issued under the proposed Omnibus Plan and Employee Stock Purchase Plan following the Business Combination.

If any shares of our Class A common stock are redeemed in connection with the Business Combination, the percentage of Shelf outstanding common stock held by our public stockholders will decrease and the percentages of Shelf outstanding common stock held immediately following the closing of the Business Combination by each of our Sponsor and the Holdings Exchanging Parties will increase. See the section entitled “Summary of the Proxy Statement/Prospectus — Impact of the Business Combination on Shelf’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any of the outstanding warrants or options is exercised for shares of Shelf common stock, or awards are issued under the proposed Omnibus Plan or the proposed Employee Stock Purchase Plan, our existing stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence Shelf’s management through the election of directors following the Business Combination.

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.

When you consider the recommendation of Spartacus’ board of directors in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that our Sponsor, directors and officers have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our board of directors was aware of and considered these interests, among other matters,

in evaluating and negotiating the Merger Agreement and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Our stockholders should take these interests into account in deciding whether to approve the proposals presented at the special meeting, including the Business Combination Proposal.

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 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:

•        If Spartacus does not consummate a business combination by April 19, 2022, Spartacus would (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay 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 liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of Spartacus’ 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. In such event, the 5,000,000 founder shares owned by our Sponsor would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because the Sponsor and each of our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 8,104,244 private placement warrants that the Sponsor paid $8,104,244 for will expire worthless. All of our officers and directors have a direct or indirect economic interest in such shares and private placement warrants. The 5,000,000 shares of Shelf common stock that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had aggregate market value of approximately $50.4 million based upon the closing price of $10.07 per share of Spartacus Class A common stock on Nasdaq on September 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of common stock will be subject to certain restrictions, we believe such shares have less value. The 8,104,244 private placement warrants that the Sponsor will hold following the Business Combination, 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.

•        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.

•        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 paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the Business Combination, 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.

•        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 continuation 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).

•        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.

The existence of financial and personal interests of one or more of our directors may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is in the best interests of Spartacus and its stockholders and what such director(s) may believe is best for such director(s) in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations.

Our directors and officers have discretion in agreeing to changes or waivers to the terms of the Merger Agreement and related transactions, which may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our public stockholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require us to agree to amend the Merger Agreement, to consent to certain actions taken by NextNav or to waive rights to which we are entitled to under the Merger Agreement. These events could arise because of changes in NextNav’s business, a request by NextNav to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on NextNav’s business and would entitle us to terminate the Merger Agreement. In any of such circumstances, it would be at our discretion, acting through our board of directors, to consent to such a request or

action or waive such rights. The existence of the financial and personal interests of the directors described elsewhere in these risk factors may result in a conflict of interest on the part of one or more of the directors between what such director may believe is best for the public stockholders and what such director may believe is best for such director in determining whether or not to take the requested action or waive our rights. As of the date of this proxy statement/prospectus, we do not believe there will be any requests, actions or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, we will circulate a new or amended proxy statement/prospectus and resolicit our stockholders if changes to the terms of the Mergers and other related transactions that would have a material impact on our stockholders are required prior to the vote on the Business Combination Proposal.

Our officers and directors will allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete the Business Combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and the closing of the Business Combination and their other businesses. Each of our officers is engaged in other business endeavors for which such officer may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete the Business Combination. For a complete discussion of our officers’ and directors’ other business affairs, please see the section entitled “Information about Spartacus — Management.”

Our initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Our Sponsor and our officers and directors have agreed to vote their founder shares, as well as any public shares purchased during or after the IPO (including in open market and privately negotiated transactions), in favor of the Business Combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 7,500,001, or 37.5%, of the 20,000,000 public shares sold in our IPO to be voted in favor of an initial business combination (assuming all outstanding shares are voted and our Sponsor and our officers and directors do not purchase any public shares) in order to have the Business Combination Proposal approved. Our initial stockholders currently own shares representing 20% of our outstanding shares of common stock. Accordingly, it is more likely that the requisite stockholder approval will be received for the Business Combination than would be the case if our initial stockholders agreed to vote any shares of our common stock owned by them in accordance with the majority of the votes cast by our public stockholders.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination and related transactions.

We expect to incur significant, non-recurring costs in connection with consummating the Mergers and the other Transactions. We will pay all fees, expenses and costs we incur or incurred on our behalf in connection with the Merger Agreement and the Transactions (including the Mergers). Additionally, the Merger Agreement provides that if the Mergers are consummated, we will pay all fees, expenses and costs incurred by NextNav or on NextNav’s behalf, subject to certain limited exceptions, in connection with the Merger Agreement and the Transactions (including the Mergers). We currently estimate that transaction expenses will be approximately $35 million.

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

If we are unable to complete the Transactions with NextNav or another business combination within the required time period, we must 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 cannot assure you that we will properly assess all claims that may be potentially brought against us, nor can we assure you that third parties will

not seek to recover from our stockholders amounts owed to them by us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the Trust Account to our public stockholders promptly after April 19, 2022, if we do not consummate the Transactions, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Moreover, our board may be viewed as having breached its fiduciary duties to our creditors and/or having acted in bad faith, and thereby exposing the board and us to claims for punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us or you for these reasons.

Actions taken by our Sponsor and our officers and directors to increase the likelihood of approval of the Business Combination Proposal and the other proposals presented in this proxy statement/prospectus could have a depressive effect on the price of our or the Shelf common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, directors, officers and their respective affiliates 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 enter into transactions with such investors and others to provide them with incentives to acquire shares of our Class A common stock or vote their shares in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, no such arrangement has been made with an existing investor. While the exact nature of any other incentive arrangements that may be entered into in the future has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the initial stockholders for nominal value. 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 request redemption of public shares. Entering into any such arrangements may have a depressive effect on the price of our or Shelf common stock. 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.

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.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Our ability to successfully effect the Business Combination and successfully operate the business thereafter will depend largely upon the efforts of certain key personnel, including the key personnel of NextNav, all of whom we expect to stay with Shelf following the Business Combination. The loss of such key personnel could adversely affect the operations and profitability of Shelf’s business.

Our ability to recognize certain benefits of the Business Combination and successfully operate NextNav’s business following the Business Combination will depend upon the efforts of certain key personnel of NextNav. Although we expect all of such key personnel to remain with Shelf following the Business Combination, the unexpected loss of key personnel may adversely affect the operations and profitability of Shelf. In addition, Shelf’s future success depends in part on its ability to identify and retain key personnel to succeed senior management. Furthermore, while we have closely scrutinized the skills, abilities and qualifications of the key NextNav personnel that will be employed by Shelf, our assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of Shelf’s business may be negatively impacted.

shares for a greater amount than the redemption price described in this proxy statement/prospectus. A stockholder should consult such stockholder’s tax and/or financial advisor for assistance on how this may affect such stockholder’s individual situation.

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.

In order to exercise redemption rights, holders of public shares are required to, among other requirements, submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Stockholders electing to redeem their public shares will receive their pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting of Spartacus Stockholders — Redemption Rights and Procedures” for additional information on how to exercise your redemption rights. If you do timely submit your redemption request and deliver your Class A common stock and comply with the other redemption requirements, you will not be entitled to redeem your Class A common stock.

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 we are not able to complete the Business Combination with NextNav by April 19, 2022 nor able to complete another initial business combination by such date, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay 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 liquidating distributions, if any); and (3) 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. In such case, our public stockholders may receive only $10.15 per share, or less than $10.15 per share, on the redemption of their shares, 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.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (1) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any shares of Class A common stock properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by April 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination by April 19, 2022, subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination within the required time period for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, public stockholders may be forced to wait beyond the end of the required time period before they receive funds from our Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or public warrants, potentially at a loss.

NextNav has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances under both the no redemption and the maximum redemption scenarios:

•        NextNav will supply the entirety of the management and employee base for the post-closing entity;

•        NextNav’s subsidiaries will comprise the ongoing operations of the post-closing entity;

•        NextNav’s pre-closing owners can appoint five of seven directors to the board of directors and will have a majority of voting interests;

•        Spartacus has more assets, but it has only cash and no operating assets;

•        NextNav’s senior management will comprise all key management positions in the post-closing entity.

The parties have agreed to a pre-money valuation of $750 million for NextNav.

Consideration to be paid to NextNav equity holders upon closing will consist of an estimated $673.9 million in the form of shares of Shelf’s common stock, which is the equivalent of approximately 67.4 million shares with a par value of $0.0001 per share, and stock options and warrants to holders of unexercised NextNav stock options and warrants of $62.5 million, assuming no redemptions. Up to $408 million of cash will be paid or made available to Shelf, the Company and/or NextNav upon closing of the PIPE Financing and the release of funds from the Company trust. After giving effect to the maximum number of redemptions as described below, the amount of cash will decrease by $142.5 million. Under both scenarios, former equity holders of NextNav are expected, collectively, to have the largest voting interest of Shelf’s common stock after close of the Business Combination. To the extent not used to pay the redemption price for any properly redeemed shares of Spartacus’ Class A common stock, fees and expenses related to the Business Combination, repayment of NextNav’s indebtedness and other transactions contemplated by the Merger Agreement, the proceeds from Spartacus’ Trust Account and the PIPE Financing will be used for general corporate purposes, which may include, but not be limited to, working capital for operations and capital expenditures.

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

The following represents the aggregate consideration (in thousands):

In addition to the above consideration, subsequent to the closing of the Business Combination, NextNav employees will be granted awards for approximately 2.7 million restricted stock units and/or shares of restricted stock in Shelf under the Omnibus Plan. The awards are anticipated to have vesting periods ranging between six months and a year.

There is no specified maximum redemption threshold; however, the closing of the transaction is conditioned upon, among other things, minimum Available Closing Date Total Cash (as defined in the Merger Agreement) of $250.0 million, after giving effect to redemptions and certain other adjustments required under the Merger Agreement.

Furthermore, in no event will the Company redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001. The unaudited condensed combined pro forma financial information has been prepared assuming two alternative levels of redemption:

•        Assuming No Redemption — This presentation assumes that none of the Company’s public stockholders exercise redemption rights with respect to their shares for a pro rata portion of the funds in the Company’s Trust Account upon consummation of the Business Combination.

•        Assuming Maximum Redemption — This presentation assumes that the Company’s public stockholders will redeem approximately 14.0 million of Class A common stock subject to possible redemption for aggregate redemption payments of $142.5 million. Aggregate redemption payments of $142.5 million were calculated as the difference between (i) available trust cash of $203 million plus PIPE Financing proceeds of $205 million and placement fees of $1.8 million less estimated Spartacus transaction expenses of $17.3 million and (ii) minimum required Available Closing Date Total Cash of $250.0 million. The number of public redemption shares of approximately 14.0 million shares was calculated based on the estimated per share redemption value of $10.15 ($203.0 million in Trust Account divided by 20 million outstanding Company public shares).

The following summarizes the pro forma shares of common stock outstanding under the no redemption and maximum redemption scenarios:

In connection with, and effective upon the consummation of, the Business Combination, AT&T has elected to exchange its Class A Common Units warrant and two Class D Preferred Units warrants (collectively the “AT&T Holdings Warrants”) in NextNav to purchase an aggregate of 4,351,662 shares of Shelf’s common stock (the “AT&T Shelf Warrant”) at an exercise price of $0.01 per share. Refer to the Description of Securities — Warrants — AT&T Shelf Warrant” for a discussion of the warrants and their treatment in connection with the Business Combination. The table presented directly above does not include the AT&T Shelf Warrant as they do not convert to common stock until such point that AT&T elects to exercise the warrant, but are included in the denominator in the calculation of the pro forma loss per share as the AT&T Shelf Warrant can be exercised for little consideration and there are no other vesting conditions or contingencies associated with them. Refer to Note 4 — Loss Per Share for the detailed calculation of pro forma earnings per share.

SPARTACUS ACQUISITION CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2021
(In thousands, except share and per share data)

SPARTACUS ACQUISITION CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
As of June 30, 2021
(In thousands, except share and per share data)