NextNav, A Leader In Next Generation GPS, To Combine With Spartacus Acquisition Corporation Resulting In NextNav Becoming A Public Company

Gary Parsons, former Chairman of the Board for Sirius XM Radio, to serve as Chairman of the Board of NextNav; leading world-class Management Team and Board of Directors

NextNav equity holders will roll 100% of their existing equity holdings into the combined company

Transaction values combined company at a pro forma implied enterprise value of ~$900 million and fully diluted pro forma equity value of ~$1.2 billion and is expected to provide approximately $408 million in gross proceeds

Transaction includes $205 million fully committed common stock PIPE at $10.00 per share from key investors including Koch Strategic Platforms, a subsidiary of the Koch Investments Group, funds managed by Fortress Investment Group, LLC, Ophir Asset Management, Woody Creek Capital Management and Quantlab Disruptive Technologies, Iridian Asset Management LLC, and Sponsor of Spartacus Acquisition Corporation

Proceeds expected to be used to expand and fuel the growth of NextNav’s next generation, three-dimensional geolocation platform across a $100 billion global total addressable market serving public safety, e911, mass market consumer apps, eVTOLs, UAVs and autonomous vehicles, IoT and critical infrastructure and various other sectors

NextNav is shaping the future of geolocation, having developed leading, differentiated services that deliver unrivaled three-dimensional location intelligence with an existing network serving a blue-chip customer and partner base including AT&T FirstNet, Motorola Mobility, Gimbal, Epic Games, Joby Aviation, and other location-based applications.

Post-close combined company will be named NextNav Inc. with common stock and warrants listed on Nasdaq under the ticker symbols, “NN” and “NNW”, respectively

NextNav, a leader in next generation GPS, and Spartacus Acquisition Corporation a special purpose acquisition company, announced their entry into a definitive merger agreement (the “Merger Agreement”) that will result in NextNav becoming a public company. Upon closing of the business combination (the “Transactions”), the combined company will be named NextNav Inc., and its common stock and warrants will be listed on the Nasdaq under the ticker symbol “NN” and “NNW”, respectively.

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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, 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, e911, mass market consumer apps, eVTOLs, UAVs and autonomous vehicles, IoT and critical infrastructure, and many other sectors. Beyond its technology and intellectual property, NextNav owns a one-of-a-kind 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. Mr. Aquino brings invaluable 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 SVP of Engineering, Chris Gates as CFO, and David Knutson as SVP of Network Operations and Deployment, will continue to manage NextNav.

NextNav Leadership Comments on the Transaction

Mr. Parsons commented, “NextNav has spent over a decade developing its innovative 3D geolocation technology, bringing precise floor-level altitude to existing location services and in-building, resilient location and timing enhancements to traditional GPS capabilities. As with the creation of satellite radio, NextNav’s industry leading technology is unique, unrivaled and protected by more than 100 patents. I am excited about the positive impact NextNav’s 3D geolocation and timing capabilities can have in protecting the nation’s critical infrastructure while meeting the advanced 3D location needs of public safety and emerging markets and applications.”

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Mr. Pattabiraman said, “We started NextNav with a bold vision to build the next generation of GPS. Over the last decade, we implemented that vision and are well on our way to full deployment of this capability in the U.S. This transaction allows us to build on that success and enables the next generation of location and timing services – more precise, available and resilient and that will power the next generation of applications and services in mobile apps, autonomous vehicles, public safety and critical infrastructure globally.”

Mr. Aquino said, “We are incredibly excited to partner with NextNav and drive the next phase of its growth. NextNav is an innovative, emerging market leader with an experienced executive management team, a proven, attractive business model, and a highly scalable platform. We expect that the combination will fuel the expansion and adoption of NextNav’s industry leading next generation GPS technology in the U.S. and around the world allowing us to drive significant value creation for stockholders.”

NextNav Investment Highlights

• Leading Next Generation GPS Solution –NextNav’s internationally standardized terrestrial next generation GPS platform is proven and poised to be the global solution for location and timing services serving the mobile app economy, enterprise, and public safety customers worldwide.

• Unrivaled Capabilities –NextNav’s next generation GPS is more available, more resilient and more accurate than anything currently in the market. NextNav has two leading services, Pinnacle (altitude-only) and TerraPoiNT (full 3D position, navigation and timing capabilities) which has been recognized by the U.S. Department of Transportation as the highest ranked Position, Navigation and Timing (PNT) network¹.

• Significant Competitive Strengths – NextNav’s underlying assets include its global intellectual property portfolio of over 100 patents, a one-of-a-kind nationwide portfolio of licenses for 2.4 billion MHz-PoPs of 900 MHz spectrum, and a deployed network live in over 4,400 cities that covers over 90% of all buildings taller than three stories nationwide.

• A $100 Billion Global Total Addressable Market Opportunity – NextNav’s technology is focused on serving a $100 billion total addressable market in the U.S. and globally in the following markets: public safety, e911, mass market consumer apps, eVTOLs, UAVs and autonomous vehicles, IoT and critical infrastructure, and many other sectors.

• Growing List of Blue-Chip Customers – NextNav’s Pinnacle product is already being deployed with customers and used by consumers and businesses in multiple industries in the U.S. and around the world.

Transaction Overview

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 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 (assuming no redemptions) and the $205 million fully committed common stock PIPE financing (the “PIPE Investment”). New PIPE investors include Koch Strategic Platforms, a subsidiary of the Koch Investments Group, funds managed by Fortress Investment Group, LLC, Ophir Asset Management, Woody Creek Capital Management and Quantlab Disruptive Technologies, Iridian Asset Management LLC, 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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