July 28, 2021 04:05 PM Eastern Daylight Time
MCLEAN, Va.–(BUSINESS WIRE)–NextNav, a leader in next generation GPS, and Spartacus Acquisition Corporation (NASDAQ: TMTS, TMTSW, and TMTSU) (“Spartacus” or the “Company”), a special purpose acquisition company, today announced that NextNav will be presenting at the following upcoming conferences.
Cowen’s 7th Annual Communications Infrastructure Summit
Date: Tuesday, August 10, 2021
Panel Discussion: 5G Spectrum Building Blocks
Panel Time: 3:55 PM ET / 12:55 PM PT
(No webcast)
Oppenheimer’s Virtual 24th Annual Technology, Internet & Communications Conference
Date: Wednesday, August 11, 2021
Presentation Time: 2:05 PM ET / 11:05 AM PT
A live webcast of the Oppenheimer event will be available on the Spartacus website at https://www.spartacus-ac.com/.
In June 2021, NextNav entered into a definitive merger agreement with Spartacus, in a transaction that would result in the combined company being named NextNav Inc., and its common stock and warrants will be listed on the Nasdaq. The transaction is expected to close late in the third quarter of 2021 or early in the fourth quarter of 2021, subject to satisfaction of customary closing conditions.
About NextNav
NextNav provides next generation GPS. NextNav Pinnacle uses highly accurate vertical positioning to transform location services so they reflect the 3D world around us. Our revolutionary TerraPoiNT system keeps critical infrastructure resilient with reliable Position, Navigation and Timing services in the absence of GPS. With carrier-grade dependability and a rapidly expanding nationwide service footprint, NextNav is driving a whole new ecosystem for geolocation applications and services.
About Spartacus Acquisition Corporation
Spartacus Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is led by a management team and Board of Directors with extensive experience as strategic investors and operators of businesses throughout market cycles of emerging technologies in next generation fiber, wireless, and spectrum use cases. It includes: Chairman and Chief Executive Officer, Peter D. Aquino, and Chief Financial Officer, Igor Volshteyn. In addition to Messrs. Aquino and Volshteyn, the Board of Directors includes Alan Howe, Eric Edidin, Andrew Day, Shelly C. Lombard and Skyler Wichers and advisor Dave Williams.
Forward-Looking Statements
This press release 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 Spartacus’, NextNav’s, or the combined company’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning NextNav Inc.’s common stock and warrants being listed on the Nasdaq and the timing of the closing of the transactions (the “Transactions”). These statements are based on Spartacus’ 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 Spartacus’ 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 Spartacus or other conditions to closing in the merger agreement; (3) the ability of the combined company 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 have or may be instituted against Spartacus, 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 Securities and Exchange Commission (the “SEC”) by Spartacus. 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 NextNav undertakes 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.
Additional Information About the Transactions and Where to Find It
Spartacus Acquisition Shelf Corp. (“Shelf”) filed with the SEC a Registration Statement on Form S-4, that includes a preliminary proxy statement of the Company and also constitutes a preliminary 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 the preliminary proxy statement/prospectus and, when available, any 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, NextNav 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 are able to obtain copies of the preliminary proxy statement/prospectus and, once available, the definitive proxy statement/prospectus 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, 6470 E Johns Crossing, Suite 490, Duluth, Georgia 30097.
Participants in Solicitation
The Company, Shelf, NextNav 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 NextNav’s directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in in the definitive 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.”
No offer or solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
Chelsea Hoedl
LaunchSquad for NextNav
[email protected]
Whit Clay / Erica Bartsch
Sloane & Company
[email protected] / [email protected]
