Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 27, 2021, Spartacus Acquisition Corporation (the "Company") held a special meeting in lieu of the 2021 annual meeting of stockholders (the "Special Meeting") in connection with the previously announced transactions (the "Transactions") contemplated by the Agreement and Plan of Merger, dated as of June 9, 2021 (the "Merger Agreement"), by and among the Company, Spartacus Acquisition Shelf Corp. ("Shelf"), NextNav Holdings, LLC ("NextNav") and the other parties thereto. At the Special Meeting, a total of 19,949,059 shares (79.80%) of the Company's issued and outstanding common stock held of record as of September 13, 2021, the record date for the Special Meeting, were present either in person (virtually) or by proxy, which constituted a quorum. Of these 19,949,059 shares of Company common stock, 5,000,000 were Class B common stock of the Company ("Class B common stock") and 14,949,059 were Class A common stock of the Company ("Class A common stock").

The proposals listed below are described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on September 17, 2021 (the "Proxy Statement").

The Company's stockholders approved each of (i) the Business Combination Proposal, (ii) the charter Proposal, (iii) the Incentive Plan Proposal, (iv) the Employee Stock Purchase Plan Proposal, (v) the Existing Director Election Proposal (only holders of Class B common stock could vote on this proposal), (vi) the New Director Election Proposal, (vii) the Nasdaq Proposal, and (viii) the Adjournment Proposal (each as defined in the Proxy Statement). The voting results for each proposal were as follows:

1. The Business Combination Proposal






   FOR           AGAINST       ABSTAIN       BROKER NON-VOTE
19,022,767       926,292          0                 -




2. The Charter Proposal




                   FOR           AGAINST       ABSTAIN       BROKER NON-VOTE
Proposal 2A     19,027,767       921,292          0                 -
Proposal 2B     19,022,723       926,292         44                 -
Proposal 2C     19,021,452       927,547         60                 -
Proposal 2D     19,022,102       926,897         60                 -
Proposal 2E     19,022,102       926,897         60                 -
Proposal 2F     19,027,727       921,292         40                 -
Proposal 2G     19,022,727       926,292         40                 -
Proposal 2H     18,917,723       977,296         40                 -
Proposal 2I     18,972,072       976,947         40                 -
Proposal 2J     19,022,477       926,542         40                 -
Proposal 2K     19,022,442       926,547         70                 -
Proposal 2L     19,022,457       926,542         60                 -
Proposal 2M     18,972,073       976,946         40                 -
Proposal 2N     19,022,707       926,312         40                 -

3. The Incentive Plan Proposal






   FOR           AGAINST       ABSTAIN       BROKER NON-VOTE
19,011,904       937,115         40                 -




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4. The Employee Stock Plan Proposal






   FOR           AGAINST       ABSTAIN       BROKER NON-VOTE
19,947,260        1,759          40                 -

5. The Existing Director Election Proposal






                        FOR          WITHHOLD       BROKER NON-VOTE
Skyler Wichers       5,000,000          0                  -
Alan B. Howe         5,000,000          0                  -
Andrew Day           5,000,000          0                  -

6. The New Director Election Proposal






                              FOR           WITHHOLD       BROKER NON-VOTE
Gary Parsons               19,034,384       905,675               -
Ganesh  Pattabiraman       19,034,384       905,675               -
Peter Barris               19,040,984       908,075               -
Bandel  Carano             19,043,384       905,675               -
James B.  Fleming          19,043,384       905,675               -
Alan B. Howe               19,022,747       926,312               -
Peter D.  Aquino           19,048,384       900,675               -




7. The Nasdaq Proposal




   FOR           AGAINST       ABSTAIN       BROKER NON-VOTE
19,027,127       921,892         40                 -




 8. The Adjournment Proposal




   FOR           AGAINST       ABSTAIN       BROKER NON-VOTE
19,022,107       926,912         40                 -


Item 8.01 Other Events.

In connection with the Business Combination Proposal, the Company's stockholders had the right to elect to redeem all or a portion of their shares of Class A common stock for a per share price calculated in accordance with the Company's governing documents. The Company's stockholders elected to redeem an aggregate of 17,444,293 shares of Class A common stock (the "Redemptions"). The Merger Agreement provides that the obligation of NextNav, LLC to consummate the Transactions is conditioned on, among other things, the Available Closing Date Total Cash (as defined in the Merger Agreement) being equal to or greater than $250.0 million at the time of closing of the Transactions (the "Minimum Cash Condition"). As a result of the Redemptions, the Available Closing Date Total Cash is less than $250.0 million and the Minimum Cash Condition has not been satisfied. NextNav, LLC agreed to waive the Minimum Cash Condition and the Transaction closed on October 28, 2021.

Following the consummation of the Transactions, the combined company will operate as NextNav Inc. and its shares of common stock and warrants are expected to trade on the Nasdaq Capital Market ("Nasdaq") beginning on October 29, 2021 under the symbols "NN" and "NNAVW," respectively.





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Forward-Looking Statements

This document 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 NextNav's future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning NextNav's common stock and warrants ticker symbols on Nasdaq. These statements are based on 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 Company'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 ability of NextNav to meet Nasdaq's listing standards following the consummation of the Transactions; (2) the outcome of any legal proceedings that may be instituted against NextNav following the Transactions; and (3) other risk and uncertainties indicated from time to time in other documents filed with the SEC by the Company and NextNav. 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 undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.





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