References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Spartacus Acquisition Corporation. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Spartacus Sponsor LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning for Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's December 31, 2020 Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.





Overview


We are a newly organized blank check company incorporated on August 10, 2020 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination ("Business Combination"). We intend to effectuate our initial Business Combination using cash from the proceeds of our IPO and the private placement of warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to backstop agreements we may enter into), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with an initial Business Combination to the owners of the target or other investors:





  ? may significantly dilute the equity interest of investors in our IPO, which
    dilution would increase if the anti-dilution provisions in the Class B common
    stock resulted in the issuance of Class A common stock on a greater than
    one-to-one basis upon conversion of the Class B common stock;

  ? may subordinate the rights of holders of our common stock if preferred stock
    is issued with rights senior to those afforded our common stock;

  ? could cause a change in control if a substantial number of shares of our
    common stock is issued, which may affect, among other things, our ability to
    use our net operating loss carry forwards, if any, and could result in the
    resignation or removal of our present officers and directors;

  ? may have the effect of delaying or preventing a change of control of us by
    diluting the stock ownership or voting rights of a person seeking to obtain
    control of us; and

  ? may adversely affect prevailing market prices for our Class A common stock
    and/or warrants.




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Similarly, if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in:





  ? default and foreclosure on our assets if our operating revenues after an
    initial Business Combination are insufficient to repay our debt obligations;

  ? acceleration of our obligations to repay the indebtedness even if we make all
    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;

  ? our immediate payment of all principal and accrued interest, if any, if the
    debt security is payable on demand;

  ? our inability to obtain necessary additional financing if the debt security
    contains covenants restricting our ability to obtain such financing while the
    debt security is outstanding;

  ? our inability to pay dividends on our common stock;

  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce the funds available for dividends on our common
    stock if declared, our ability to pay expenses, make capital expenditures and
    acquisitions, and fund other general corporate purposes;

  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;

  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation;

  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, and execution of our
    strategy; and

  ? other purposes and other disadvantages compared to our competitors who have
    less debt.



We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.

Agreement and Plan of Merger for a Business Combination

On June 9, 2021, 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 "Transactions").





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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, and the Company's stockholders, the equity holders of each of NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2, and the equity holders of Holdings, will become stockholders of Shelf.

The aggregate consideration to be paid to the equity holders 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.

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, their shares of 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 Trust Account (which holds the proceeds of the Company's IPO, less taxes payable).

Upon the consummation of the Business Combination, the Company intends to change its name to "NextNav Inc."

The consummation of the Business Combination is subject to certain conditions as further described in the Merger Agreement.

Concurrently with the execution and delivery of the Merger Agreement, certain institutional investors entered into subscription agreements (the "PIPE") pursuant to which they have committed to subscribe for and purchase 20.5 million PIPE shares at a purchase price per share of $10.00 for aggregate gross proceeds of $205 million. The purchase of the PIPE shares will be consummated immediately prior to the closing of the Transactions, with such PIPE shares immediately being cancelled in connection with the mergers and in consideration for newly issued Shelf common stock.

For additional information regarding NextNav, the Merger Agreement and related agreements and the Transactions, see the Registration Statement on Form S-4/A filed by Shelf with the SEC on August 25, 2021 and the definitive proxy statement filed by the Company with the SEC on September 17, 2021.





Results of Operations


We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO, and identifying a target for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination.

For the three months ended September 30, 2021, we had a loss from operations of $861,880, which consists of formation and operating costs and costs associated with our initial Business Combination. For the nine months ended September 30, 2021, we had a loss from operations of $3,535,191, which consists of formation and operating costs and costs associated with our initial Business Combination.

Liquidity and Capital Resources

Until the consummation of the IPO, the Company's only sources of liquidity were the proceeds from the initial purchase of Class B common stock by our Sponsor and loans from our Sponsor.

On October 19, 2020, we consummated the IPO of an aggregate of 20,000,000 Units at a price of $10.00 per unit generating gross proceeds of approximately $200,000,000 before underwriting discounts and expenses. Simultaneously with the consummation of the IPO we consummated a private placement of 8,750,000 warrants (the "Private Placement Warrants"), each exercisable to purchase one share of our Class A common stock at $11.50 per share, to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $8,750,000.





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For the nine-month period ending September 30, 2021, cash used in operating activities was $1,570,989. Operating cash used during this period was primarily attributable to the payment of formation and operating costs and costs associated with our initial Business Combination.

As of September 30, 2021, we had cash in the Trust Account of $203,007,413. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the nine months ended September 30, 2021, the Company was reimbursed $68,864 from the Trust Account for the 2020 Delaware Franchise Tax that was previously paid from its operating account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2021, we had cash of $36,141 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor has agreed to loan us funds as may be required in the form of working capital loans. The Company entered into an agreement with the Sponsor for the first working capital loan ("First Working Capital Loan") of $1.0 million on May 17, 2021, with a maturity date of May 31, 2022. On July 19, 2021, the Company amended and restated the First Working Capital Loan by increasing the amount the Company can borrow to $2.5 million and extending the maturity to the earlier of (i) December 31, 2022 or (ii) the date on which the initial Business Combination is completed. On October 13, 2021, the Company further amended and restated the First Working Capital Loan by increasing the amount the Company can borrow to $3.0 million. As of October 25, 2021, there was $600,000 drawn under the First Working Capital Loan.

If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of Working Capital Loans may be convertible into warrants at the price of $1.00 per warrant.

Based on its currently available cash on hand, access to the Working Capital Loans, and extended payment terms with certain vendors, the Company believes it has sufficient liquidity in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





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Contractual Obligations


We do not have any long-term debt (other than the First Working Capital Loan), capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company. We began incurring these fees on October 15, 2020 and will continue to incur these fees monthly until the earlier of the completion of the initial Business Combination and the Company's liquidation.

The underwriter is entitled to deferred commissions of $0.35 per unit of the gross proceeds from the Units sold in the IPO, or $7,000,000 in the aggregate. The deferred commissions will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.





Critical Accounting Estimates


Management's discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 3 - Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this report. Our unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.





Warrant Accounting


Pursuant to Accounting Standards Codification Subtopic 815-40 the Company classifies its warrants as derivative liabilities in its financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company's operating results for the current period.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.

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