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SPARTACUS ACQUISITION CORP : Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

10/28/2021 | 05:18pm

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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