Filing summary
Important entity clarification: This 10-Q is filed by Spartacus Acquisition Shelf Corp., a pre-combination shell formed to facilitate the proposed business combination with NextNav. It is not a quarterly report on NextNav’s operating business; it contains no NextNav operating results.
Business context and reporting period
The filing covers the quarter ended September 30, 2021. Spartacus Acquisition Shelf was formed on May 21, 2021, to become the surviving company in the proposed merger. The SPAC’s stockholder vote was scheduled for October 27, 2021, and closing was expected on or before November 1, subject to approval and other conditions. The company expected to change its name to NextNav Inc. and list its common stock and warrants on Nasdaq as “NN” and “NNAVW” after closing.
Financial results and liquidity
- Revenue: None to date; the company reported no operations or revenue.
- Expenses and loss: Formation and operating expenses and net loss were $84,583 for the quarter and $293,081 from inception through September 30, 2021.
- Cash flow and cash: Cash was $0 at September 30. Net cash used in operating activities from inception was $0 because the SPAC paid the company’s expenses.
- Liabilities and deficit: $293,081 was due to an affiliate; accumulated deficit and total stockholders’ deficit were each $293,081. No long-term debt or lease obligations were reported.
- Margins: Not meaningful because the company had no revenue.
The filing presents no prior-year comparable period; the company was newly formed. Quarter-to-quarter comparative results are not provided.
Transaction, outlook, and risks
The merger agreement provided for approximately 75 million shares of common stock as consideration to NextNav equity holders and a $205 million PIPE investment: 20.5 million shares at $10 per share. Placement-agent fees of approximately $5.9 million would be due at closing. Closing conditions included SPAC stockholder approval, regulatory approvals, Nasdaq listing approval, at least $5,000,001 in net tangible assets after redemptions, and at least $250 million of available closing cash after redemptions and transaction expenses, including PIPE proceeds.
The company had no cash of its own and relied on the SPAC for funding. Its filing states that the SPAC’s deadline to complete a business combination was April 19, 2022; failure to complete one by then would require it to cease operations and liquidate. Management identified this liquidity condition and liquidation deadline as raising substantial doubt about the company’s ability to continue as a going concern. The financial statements include no adjustments for the outcome of that uncertainty.
The filing reported no material litigation, no off-balance-sheet arrangements, and no material changes to the risk factors in the August 25, 2021 Form S-4/A. Management said disclosure controls were effective as of September 30, 2021.
Key facts for investors to verify
- Whether the business combination was approved and closed, and the actual closing date and final transaction terms.
- Actual SPAC redemptions, cash available at closing, PIPE funding, transaction expenses, and satisfaction of the $250 million cash condition.
- Post-closing share count, dilution, and Nasdaq listing status and trading symbols.
- NextNav’s operating performance and liquidity in its own filings; this 10-Q does not provide those results.
- Subsequent developments relating to the April 19, 2022 combination deadline and the going-concern uncertainty.