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    TMTS   US84677L1098

SPAS ACQU

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NextNav, LLC completed the acquisition of Spartacus Acquisition Corporation from B. Riley Principal Investments, LLC, Glazer Capital, LLC, Karpus Management Inc., Spartacus Sponsor LLC and others in a reverse merger transaction.

10/28/2021 EDT

NextNav, LLC entered into a definitive merger agreement to acquire Spartacus Acquisition Corporation (NasdaqCM:TMTS) from B. Riley Principal Investments, LLC, Glazer Capital, LLC, Karpus Management Inc., Spartacus Sponsor LLC and others for approximately $690 million in a reverse merger transaction on June 9, 2021. The transaction is expected to provide up to approximately $408 million in gross proceeds, comprised of Spartacus’ approximately $203 million of cash held in trust (assuming no redemptions) and the $205 million fully committed common stock PIPE financing (the “PIPE Investment”). NextNav equity holders will roll 100% of their existing equity holdings into the combined company. Post-merger, NextNav becoming a public company. Post-close combined company will be named NextNav Inc. with common stock and warrants listed on Nasdaq under the ticker symbols, “NN” and “NNW”, respectively. Gary Parsons to serve as Chairman of the Board of NextNav, Peter Aquino, Chairman of the Board and Chief Executive Officer of Spartacus, will join the NextNav Board of Directors upon closing of the business combination. NextNav will continue to be led by Ganesh Pattabiraman, Co-Founder, Chief Executive Officer and President of NextNav. In addition, the full NextNav management team, including Co-Founder, Arun Raghupathy, as SVP of Engineering, Chris Gates as Chief Financial Officer, and David Knutson as SVP of Network Operations and Deployment, will continue to manage NextNav. The transaction is subject to, among other things, the approval of the business combination by Spartacus’ stockholders and NextNav’s equity holders, satisfaction of the conditions stated in the merger agreement and other customary closing conditions. The transaction is subject to HSR Act, Form S-4 shall have become effective, consent from FCC, Spartacus shall have at least $5,000,001 of net tangible assets remaining after the closing of redemption offer, and approval for listing of new shares on Nasdaq. The Boards of Directors of both NextNav and Spartacus have unanimously approved the proposed transaction. Board of Spartacus recommends the shareholders to vote in favor of the transaction. The transaction is expected to be completed late in the third quarter of 2021 or early in the fourth quarter of 2021. As of September 30, 2021, the transaction is expected to close in the fourth quarter of 2021. As of October 5, 2021, the transaction is expected to close early in the fourth quarter of 2021. As of October 14, 2021, the transaction is expected to close late in the fourth quarter of 2021. PJT Partners acted as sole financial advisor and Randy S. Segal, Adam Brown, John Duke, and Jessica Bisignano of Hogan Lovells US LLP acted as legal advisors to NextNav. Jimmy Baker, Jonathan Mitchell and Craig Krinbring of B. Riley Securities acted as sole financial and capital markets advisor to Spartacus. Robert S. Matlin and Jonathan M. Barron, John Bicks, David Bartz, Adam Tejeda, Lisa Stark, Dennis Majewski, Elizabeth Evans, John Allison, and Rikki Sapolich-Krol of K&L Gates LLP acted as legal counsels to Spartacus. B. Riley Securities and PJT Partners acted as joint placement agents with respect to the private placement. Kirkland & Ellis LLP acted as placement agent counsel. Scura Partners LLC served as financial advisor and provided fairness opinion to Spartacus Acquisition in connection with the transaction and will receive a fee of $150,000 for rendering opinion. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent and registrar to Spartacus Acquisition. Morrow Sodali LLC served as proxy solicitor and Spartacus Acquisition will pay Morrow a fee of $0.03 million plus disbursements. Marcum LLP provided auditor’s report on financials of Spartacus while Ernst & Young, LLP provided auditor’s report on financials of NextNav. B. Riley Advisory Services also acted as financial advisor for NextNav and received a fee of $0.05 million, $0.01 million of which was due upon signing of an engagement letter and the balance was payable upon successful completion of the assignment. NextNav, LLC completed the acquisition of Spartacus Acquisition Corporation (NasdaqCM:TMTS) from B. Riley Principal Investments, LLC, Glazer Capital, LLC, Karpus Management Inc., Spartacus Sponsor LLC and others in a reverse merger transaction on October 28, 2021. The transaction was approved by the Spartacus' shareholders on October 27, 2021. The combined company will operate as NextNav Inc. and its common stock and warrants are expected to commence trading on Nasdaq under the ticker symbols, “NN” and “NNAVW”, respectively, on Friday, October 29, 2021. In addition to Gary Parsons, NextNav Chairman of the Board, and Ganesh Pattabiraman, Co-Founder, Chief Executive Officer and President of NextNav, NextNav will continue to be led by management team of Arun Raghupathy, Co-Founder and SVP of Engineering, Chris Gates, Chief Financial Officer, and David Knutson, SVP of Network Operations and Deployment. Peter Aquino, the Chief Executive Officer and Chairman of the Board of Spartacus and Alan Howe, a Spartacus Director, have joined the NextNav Board of Directors.


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