Item 1.01 Entry Into A Material Definitive Agreement.
On June 9, 2021, Spartacus Acquisition Corporation, a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Spartacus Acquisition Shelf Corp., a Delaware corporation
("Shelf"), NextNav, LLC, a Delaware limited liability company, NextNav Holdings,
LLC, a Delaware limited liability company ("Holdings"), NEA 14 NextNav Blocker,
LLC, a Delaware limited liability company ("NEA Blocker"), Oak NextNav Blocker,
LLC, a Delaware limited liability company ("Oak Blocker"), Columbia Progeny
Partners IV, Inc., a Delaware corporation ("Columbia Blocker"), Global Long
Short Partners Aggregating Holdings Del VII LLC, a Delaware limited liability
company ("GS Blocker 1"), Global Private Opportunities Partners Holdings II
Corp., a Delaware corporation, ("GS Blocker 2," and collectively with NEA
Blocker, Oak Blocker, Columbia Blocker, and GS Blocker 1, the "Blockers"), SASC
(SPAC) Merger Sub 1 Corporation, a Delaware corporation ("MS 1"), SASC (Target)
Merger Sub 2 LLC, a Delaware limited liability company ("MS 2"), SASC (NB)
Merger Sub 3 LLC, a Delaware limited liability company ("MS 3"), SASC (OB)
Merger Sub 4 LLC, a Delaware limited liability company ("MS 4"), SASC (CB)
Merger Sub 5 Corporation, a Delaware corporation ("MS 5"), SASC (GB1) Merger Sub
6 LLC, a Delaware limited liability company ("MS 6") , and SASC (GB2) Merger Sub
7 Corporation, a Delaware corporation ("MS 7," and collectively with MS 1, MS 2,
MS 3, MS 4, MS 5, and MS 6, the "Merger Entities"). The Merger Entities are each
wholly owned subsidiaries of Shelf. The Merger Agreement provides for, among
other things, (a) MS 1 to be merged with and into the Company, with the Company
surviving the merger; (b) MS 2 to be merged with and into Holdings, with
Holdings surviving the merger; (c) MS 3 to be merged with and into NEA Blocker,
with NEA Blocker surviving the merger; (d) MS 4 to be merged with and into Oak
Blocker, with Oak Blocker surviving the merger; (e) MS 5 to be merged with and
into Columbia Blocker, with Columbia Blocker surviving the merger; (f) MS 6 to
be merged with and into GS Blocker 1, with GS Blocker 1 surviving the merger;
and (g) MS 7 to be merged with and into GS Blocker 2, with GS Blocker 2
surviving the merger.
The Merger Agreement
Transactions
As a result of the transactions contemplated in the Merger Agreement
(collectively, the "Transactions"), the Company, NEA Blocker, Oak Blocker,
Columbia Blocker, GS Blocker 1, GS Blocker 2 and Holdings and the various
operating subsidiaries of Holdings (we refer to Holdings and its operating
subsidiaries collectively as "NextNav"), will become wholly owned subsidiaries
of Shelf, and the Company's stockholders, the equityholders of each of NEA
Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2, and the
equityholders of Holdings, will become stockholders of Shelf.
Consideration
The aggregate consideration to be paid to the equityholders of Holdings, NEA
Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1 and GS Blocker 2 in the
Transactions will consist of approximately 75 million shares of Shelf's common
stock. The number of shares of the equity consideration will be based on a
$10.00 per share value for Shelf's common stock.
Redemption Offer
Pursuant to the Company's amended and restated certificate of incorporation and
in accordance with the terms of the Merger Agreement, the Company will be
providing its public stockholders with the opportunity to redeem, upon the
closing of the Transactions (the "Closing"), their shares of Company Class A
common stock for cash equal to their pro rata share of the aggregate amount on
deposit as of two business days prior to the consummation of the Transactions in
the Company's trust account (the "Trust Account") (which holds the proceeds of
the Company's initial public offering, less taxes payable).
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Representations, Warranties and Covenants
Each of NextNav, LLC, Holdings, Shelf, the Company, the Merger Entities, and the
Blockers have made representations and warranties in the Merger Agreement that
are customary for transactions of this nature. The representations and
warranties of NextNav, LLC, Holdings, Shelf, the Company, the Merger Entities,
and the Blockers will not survive the Closing. In addition, the parties to the
Merger Agreement made covenants that are customary for transactions of this type
including, among others, covenants providing that (i) NextNav, LLC will, and
will cause NextNav to, use commercially reasonable efforts to operate their
respective businesses in all material respects in the ordinary course consistent
with past practice, and to refrain from taking certain specified actions without
the prior written consent of the Company, in each case, subject to certain
exceptions and qualifications; (ii) Shelf shall, and the Company shall cause
Shelf to, as promptly as reasonably practicable prepare and file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 for purposes of (a) registering under the Securities Act of 1933, as amended
(the "Securities Act"), the common shares and warrants of Shelf issuable
pursuant to the Merger Agreement, (b) providing the Company's stockholders with
the opportunity to redeem their shares of Company Class A common stock in
connection with the Transactions, and (c) soliciting proxies from the Company's
stockholders to obtain the requisite approval of the Transactions and the other
matters to be voted on at a special meeting of the holders of Company's common
stock; and (iii) each party will use reasonable best efforts to do or cause to
be done all things, necessary, proper or advisable on its part under the Merger
Agreement to consummate the Transactions and the ancillary agreements by or
before November 19, 2021.
Conditions to Consummation of the Transactions
Consummation of the Transactions is subject to customary conditions of the
respective parties, including, among others, that (i) there being no law
or injunction prohibiting consummation of the Transactions; (ii) the
Transactions be approved by the Company's stockholders; (iii) all applicable
waiting periods and any extensions thereof under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated
thereunder will have expired or been terminated; (iv) the Registration Statement
on Form S-4 of Shelf containing the proxy statement/prospectus for the Company's
special meeting of stockholders will have become effective; (v) receipt of
consent to the Transactions from the Federal Communications Commission; (vi) the
Company will have at least $5,000,001 of net tangible assets (as determined in
accordance with Rule 3a51-1(g)(1) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act")) immediately following the Closing (after giving
effect to the redemption of any public shares by the Company's public
stockholders); and (vii) the Shelf common stock shares and warrants to be issued
in connection with the Transactions shall have been approved for listing on The
Nasdaq Stock Market LLC ("Nasdaq"). In addition, the obligations of NextNav and
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under the heading "PIPE Subscription Agreements" in
Item 1.01 above is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by
reference is the investor presentation that will be used by the Company with
respect to the Transactions.
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is a copy of the joint press release issued on June 10, 2021 by the
Company and NextNav announcing the execution of the Merger Agreement.
In addition, on June 10, 2021, the Company and NextNav issued a pre-recorded
joint investor call concerning the proposed Transactions. A transcript of this
pre-recorded joint investor call is attached hereto as Exhibit 99.3.
The information in this Item 7.01 (including Exhibits 99.1, 99.2, and 99.3) is
being furnished and shall not be deemed to be filed for purposes of Section 18
of the Exchange Act or otherwise be subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the
Securities Act or the Exchange Act.
Additional Information About the Transactions and Where to Find It
Shelf intends to file with the SEC a Registration Statement on Form S-4, that
will include a proxy statement of the Company and also constitutes a prospectus
of Shelf, in connection with the Transactions and will mail a definitive proxy
statement/prospectus and other relevant documents to the Company's stockholders.
The Company's stockholders and other interested persons are advised to read,
when available, the preliminary proxy statement/prospectus, and amendments
thereto, the definitive proxy statement/prospectus and the other relevant
documents filed with the SEC in connection with the Company's solicitation of
proxies for its stockholders' special meeting to be held to approve the
Transactions because the proxy statement/prospectus will contain important
information about the Company, Shelf, Holdings and the Transactions. The
definitive proxy statement/prospectus will be mailed to stockholders of the
Company as of a record date to be established for voting on the Transactions.
Investors may obtain a free copy of the proxy statement/prospectus (if and when
it becomes available) and other relevant documents filed by Shelf and the
Company with the SEC at the SEC's website at www.sec.gov. Stockholders of the
Company will also be able to obtain copies of the proxy statement/prospectus,
without charge, once available, at the SEC's website at www.sec.gov or by
directing a request to: Spartacus Acquisition Corporation, 26470 E Johns
Crossing, Suite 490, Duluth, Georgia 30097.
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Participants in Solicitation
The Company, Holdings and certain of their directors and officers may be deemed
participants in the solicitation of proxies of the Company's stockholders with
respect to the approval of the Transactions. Information regarding the Company's
directors and officers and a description of their interests in the Company is
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC. Additional information
regarding the participants in the proxy solicitation, including Holdings'
directors and officers, and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in proxy
statement/prospectus and other relevant materials filed with the SEC regarding
the Transactions when available. Each of these documents is, or will be,
available at the SEC's website or by directing a request to the Company as
described above under "Additional Information About the Transactions and Where
to Find It."
In connection with the Transactions, at any time prior to the Company's special
meeting of stockholders to approve the Transactions, certain existing Company
stockholders, which may include certain of the Company's officers, directors and
other affiliates, may enter into transactions with stockholders and other
persons with respect to the Company's securities to provide such investors or
other persons with incentives in connection with the approval and consummation
of the Transactions. While the exact nature of such incentives has not yet been
determined, they might include, without limitation, arrangements to purchase
shares from or sell shares to such investors and persons at nominal prices or
prices other than fair market value. These stockholders will only effect such
transactions when they are not then aware of any material nonpublic information
regarding the Company, Holdings or their respective securities.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "forecast," "intend," "seek," "target," "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements, which involve risks and
uncertainties, relate to analyses and other information that are based on
forecasts of future results and estimates of amounts not yet determinable and
may also relate to the Company's, Shelf's or NextNav's future prospects,
developments and business strategies. In particular, such forward-looking
statements include statements concerning the timing of the Transactions; the
PIPE Investment, the business plans, objectives, expectations and intentions of
the public company once the Transactions are complete, and NextNav's estimated
and future results of operations, business strategies, competitive position,
industry environment and potential growth opportunities. These statements are
based on the Company's or NextNav's management's current expectations and
beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or NextNav's control that could cause actual results to
differ materially from the results discussed in the forward-looking statements.
These risks, uncertainties, assumptions and other important factors include, but
are not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement
and the Transactions; (2) the inability to complete the proposed business
combination contemplated by the Merger Agreement and the Transactions due to the
failure to obtain approval of the stockholders of the Company or other
conditions to closing in the Merger Agreement; (3) the ability of the Shelf to
meet Nasdaq's listing standards following the Transactions; (4) the inability to
complete the PIPE Investment; (5) the risk that the proposed Transactions
disrupt current plans and operations of NextNav as a result of the announcement
and consummation of the Transactions described herein; (6) the ability to
recognize the anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers retain its management and key employees; (7) costs
related to the proposed business combination; (8) changes in applicable laws or
regulations and delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals, including from the Federal
Communications Commission, required to complete the business combination; (9)
the possibility that NextNav may be adversely affected by other economic,
business and/or competitive factors; (10) the outcome of any legal proceedings
that may be instituted against the Company, NextNav or any of their respective
directors or officers, following the announcement of the Transactions; (11) the
failure to realize anticipated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions; and (12) other risk
and uncertainties indicated from time to time in other documents filed or to be
filed with the SEC by the Company. New risks and uncertainties arise from time
to time, and it is impossible for us to predict these events or how they may
affect us. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made, and the
Company and NextNav undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information, whether as a
result of new information, future events or otherwise.
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This communication and the information contained herein is not intended to
be all-inclusive or to contain all the information that a person may desire in
considering an investment in the Company and is not intended to form the basis
of an investment decision in the Company. All subsequent written and oral
forward-looking statements concerning the Company and NextNav, the proposed
transaction or other matters and attributable to the Company and Holdings or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above.
Disclaimer
This communication shall neither constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated June 9, 2021, by and among
Spartacus Acquisition Corporation, Spartacus Acquisition Shelf Corp.,
NextNav, LLC, NextNav Holdings, LLC, NEA 14 NextNav Blocker, LLC, Oak
NextNav Blocker, LLC, Columbia Progeny Partners IV, Inc., Global Long
Short Partners Aggregating Holdings Del VII LLC, Global Private
Opportunities Partners Holdings II Corp., SASC (SPAC) Merger Sub 1
Corporation, SASC (Target) Merger Sub 2 LLC, SASC (NB) Merger Sub 3
LLC, SASC (OB) Merger Sub 4 LLC, SASC (CB) Merger Sub 5 Corporation,
SASC (GB1) Merger Sub 6 LLC, a Delaware limited liability company, and
SASC (GB2) Merger Sub 7 Corporation, a Delaware corporation.*
10.1 Form of Registration Rights Agreement
10.2 Form of PIPE Subscription Agreement
99.1 Investor Presentation
99.2 Joint Press Release, dated June 10, 2021
99.3 Transcript for Pre-Recorded Joint Investor Call, dated June 10,
2021
*Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
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