NextNav, Spartacus Agree to Merge, Form Public Company
Thursday, June 10, 2021 | Comments

NextNav and Spartacus Acquisition Corporation, a special-purpose acquisition company, announced their entry into a definitive merger agreement that will result in NextNav becoming a public company.

Upon closing of the business combination, the combined company will be named NextNav, and its common stock and warrants will be listed on the Nasdaq under the ticker symbol “NN” and “NNW”, respectively.

Gross proceeds of up to $408 million from the business combination are expected to be used to fuel growth in its current businesses; continue to build NextNav’s next-generation GPS platform; and expand products, one of which is already deployed in 4,400 cities and to expand its land-based radio positioning and timing network. The NextNav platform serves a $100 billion global total addressable market in public safety, E9-1-1, mass market consumer apps, eVTOLs, unmanned aerial vehicles (UAVs) and autonomous vehicles, and internet of things (IoT) and critical infrastructure. Beyond its technology and intellectual property, NextNav owns a portfolio of nationwide spectrum licenses for 2.4 billion MHz-PoPs of 900 MHz spectrum.

Gary Parsons, former chairman of the board of Sirius XM Radio, has served as chairman of NextNav’s Board of Directors for the past 10 years and will continue in that role. Peter Aquino, chairman of the board and CEO of Spartacus, will also join the NextNav Board of Directors upon closing of the business combination. Aquino brings expertise having led several companies through fiber and wireless operations and network deployments, and the development of overlay technologies designed to drive new revenue streams.

NextNav will continue to be led by Ganesh Pattabiraman, co-founder, CEO and president of NextNav, whose rich experience in building scalable location technologies using terrestrial and satellite-based technologies started in places such as Qualcomm and led to the creation of NextNav. In addition, the full NextNav management team, including co-founder, Dr. Arun Raghupathy as senior vice president (SVP) of engineering, Chris Gates as chief financial officer (CFO), and David Knutson as SVP of network operations and deployment, will continue to manage NextNav.

The transaction reflects a pro forma enterprise valuation for NextNav of approximately $900 million and a pro forma market capitalization of approximately $1.2 billion, assuming no special-purpose acquisition company (SPAC) redemptions.

All current NextNav equity holders will roll the entirety of their existing equity holdings into the combined company. The transaction is expected to provide up to approximately $408 million in gross proceeds, comprised of Spartacus’ approximately $203 million of cash held in trust, and the $205 million fully committed common stock private investment in public equity (PIPE) financing. New PIPE investors include Koch Strategic Platforms, a subsidiary of the Koch Investments Group, funds managed by Fortress Investment, Ophir Asset Management, Woody Creek Capital Management and Quantlab Disruptive Technologies, Iridian Asset Management and Sponsor of Spartacus.

The boards of directors of both NextNav and Spartacus have unanimously approved the proposed transaction, which is expected to be completed late in the third quarter of 2021 or early in the fourth quarter of 2021, subject to, among other things, the approval of the business combination by Spartacus’ stockholders and NextNav’s equity holders, satisfaction of the conditions stated in the merger agreement and other customary closing conditions.

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