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).
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 the Company, respectively,
to consummate the Transactions is conditioned upon no material adverse effect having occurred with respect to the other party, and NextNav’s
obligations to consummate the Transactions are conditioned upon the Company’s available closing date total cash (including cash
in the Trust Account after giving effect to any redemptions and payment of transaction expenses, and the proceeds of the PIPE Investment
(as defined below)) being equal to or greater than $250 million.
Termination
The
Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited
to, (i) by mutual written consent of the Company and Holdings, (ii) by either party
if (a) the Closing has not been consummated by November 19, 2021, or, if any legal proceeding for equitable relief with respect
to the Merger Agreement or the Transactions is commenced or pending on or before such outside date, 30 days following the date on which
a final, non-appealable governmental order has been entered with respect to the applicable legal proceeding, (b) a governmental authority
enacts, issues, promulgates, enforces or enters any law that has become final and non-appealable which permanently restrains, enjoins
or otherwise prohibits the Transactions, or (c) the requisite Company stockholder approval of the Transactions is not obtained, (iii)
by the Company, if any of Holdings, NextNav, LLC, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1 and GS Blocker 2 has breached
or failed to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to
perform would result in the failure of the relevant bring down conditions to be satisfied at the Closing, subject to certain cure periods
and other limitations, (iv) by Holdings, if any of the Company, Shelf and the Merger Entities has breached or failed to perform any of
its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform would result in the
failure of the relevant bring down conditions to be satisfied at the Closing, subject to certain cure periods and other limitations, and
(v) by Holdings, within five business days after there has been a modification in the Company’s board of directors’ (the “Board”)
recommendation to its stockholders to approve the Transactions.
If the Merger Agreement is
validly terminated, no party thereto will have any liability or any further obligation to any other party under the Merger Agreement.
Registration Rights Agreement
The Merger Agreement provides
that at the Closing, Shelf will enter into a Registration Rights Agreement with B. Riley Principal Investments, LLC, a Delaware limited
liability company (“B. Riley”), and Spartacus Sponsor LLC, a Delaware limited liability company (“Sponsor”),
the Blockers, other than NEA Blocker, Fortress Investment Group, LLC and certain other former owners of Holdings with respect to the resale
of shares of Shelf common stock and other equity securities (including certain warrants to purchase shares of common stock of Shelf and
shares of common stock of Shelf issued or issuable upon the exercise of any other equity security) that will be issued as consideration
pursuant to the Merger Agreement (the “Registration Rights Agreement”). The Registration Rights Agreement will
require Shelf to, among other things, file a resale shelf registration statement on behalf of such stockholders promptly after the Closing.
The Registration Rights Agreement will also provide certain demand rights and piggyback rights to such stockholders, subject to underwriter
cutbacks and issuer blackout periods. Shelf will agree to pay certain fees and expenses relating to registrations under the Registration
Rights Agreement. The Registration Rights Agreement will also prohibit the transfer (subject to limited exceptions) of the shares of Shelf’s
common stock (a) received as equity consideration by certain stockholders of the Company for a period of one year following the Closing,
subject to early termination in the event that the closing sale price of Shelf’s common stock equals or exceeds $12.00 per share
for 20 out of 30 consecutive trading days commencing at least 150 days after the Closing and (b) received as equity consideration by certain
former owners of Holdings for a period of 180 days following the Closing, subject to early termination for 50% of the shares held thereby
in the event that the closing sale price of Shelf’s common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive
trading days commencing at least 60 days after the Closing. The Registration Rights Agreement will also prohibit the transfer (subject
to limited exceptions) of the Company’s warrants held by Sponsor and B. Riley and shares issuable upon the exercise or conversion
thereof for a period of 30 days following the Closing.
The Merger Agreement has been
unanimously approved by the Board, and the Board has recommended that the Company’s stockholders adopt the Merger Agreement and
approve the Transactions.
The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective
parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement.
The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure
schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable
to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Investors
are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective
subsidiaries or affiliates.
This description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy
of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
This description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration
Rights Agreement, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
PIPE Subscription Agreements
Concurrently with the execution
and delivery of the Merger Agreement, certain “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act) or institutional “accredited investors” (as such term is defined in Rule 501 under the Securities Act) (collectively,
the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”)
pursuant to which the PIPE Investors have committed to subscribe for and purchase up to 20.5 million shares of Company Class A common
stock (the “PIPE Shares”) at a purchase price per share of $10.00 for aggregate gross proceeds of $205 million
(the “PIPE Investment”). The purchase of the PIPE Shares will be consummated immediately prior to the Closing,
with such PIPE Shares immediately being cancelled in connection with the mergers and in consideration for newly issued Shelf common stock.
This description of the PIPE
Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of PIPE
Subscription Agreement, a form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.