| Document And Entity Information - shares | 4 Months Ended | |
| Sep. 30, 2021 | Oct. 22, 2021 | |
| Document Information Line Items | ||
| Entity Registrant Name | Spartacus Acquisition Shelf Corp. | |
| Document Type | 10-Q | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Common Stock, Shares Outstanding | 0 | |
| Amendment Flag | false | |
| Entity Central Index Key | 0001865631 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Document Period End Date | Sep. 30, 2021 | |
| Document Fiscal Year Focus | 2021 | |
| Document Fiscal Period Focus | Q3 | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | true | |
| Entity Ex Transition Period | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity File Number | 333-257441 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Tax Identification Number | 87-0854654 | |
| Entity Address, Address Line One | 6470 E Johns Crossing, | |
| Entity Address, Address Line Two | Suite 490 | |
| Entity Address, City or Town | Duluth, | |
| Entity Address, State or Province | GA | |
| Entity Address, Postal Zip Code | 30097 | |
| City Area Code | (770) | |
| Local Phone Number | 305-6434 | |
| Entity Interactive Data Current | Yes |
| Consolidated Balance Sheet (Unaudited) | Sep. 30, 2021USD ($) |
| Liabilities and Deficit | |
| Due to affiliate | $ 293,081 |
| Total liabilities | 293,081 |
| Commitments and Contingencies | |
| Deficit: | |
| Common stock, par value of $0.0001 per share; 100 shares authorized; 0 shares issued and outstanding | |
| Accumulated deficit | (293,081) |
| Total deficit | (293,081) |
| Total Liabilities and Stockholders’ Deficit |
| Consolidated Balance Sheet (Unaudited) (Parentheticals) | Sep. 30, 2021$ / sharesshares |
| Statement of Financial Position [Abstract] | |
| Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
| Common stock, shares authorized | 100 |
| Common stock, shares issued | 0 |
| Common stock, shares outstanding | 0 |
| Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended |
| Sep. 30, 2021 | Sep. 30, 2021 | |
| Income Statement [Abstract] | ||
| Formation and operating expenses | $ 84,583 | $ 293,081 |
| Net loss | $ (84,583) | $ (293,081) |
| Consolidated Statements of Stockholders’ Equity Deficit (Unaudited) - USD ($) | Common Stock | Accumulated Deficit | Total |
| Balance at May. 20, 2021 | |||
| Balance (in Shares) at May. 20, 2021 | |||
| Net loss | (293,081) | (293,081) | |
| Balance at Sep. 30, 2021 | (293,081) | (293,081) | |
| Balance (in Shares) at Sep. 30, 2021 | |||
| Balance at Jun. 30, 2021 | (208,498) | (208,498) | |
| Balance (in Shares) at Jun. 30, 2021 | |||
| Net loss | (84,583) | (84,583) | |
| Balance at Sep. 30, 2021 | $ (293,081) | $ (293,081) | |
| Balance (in Shares) at Sep. 30, 2021 |
| Consolidated Statement of Cash Flows (Unaudited) | 4 Months Ended |
| Sep. 30, 2021USD ($) | |
| Cash flows from Operating Activities: | |
| Net loss | $ (293,081) |
| Changes in operating assets and liabilities: | |
| Due to affiliate | 293,081 |
| Net cash used in operating activities | |
| Net change in cash | |
| Cash, beginning of period | |
| Cash, end of period |
| Organization and Business Operations | 4 Months Ended |
| Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Organization and Business Operations | Note 1 — Organization and Business Operations Spartacus Acquisition Shelf Corp. (the “Company”) is a Delaware corporation formed by Spartacus Acquisition Corporation, a Delaware corporation (the “SPAC”), on May 21, 2021 (inception). The Company has adopted a fiscal year-end of December 31. The Company has the authority to issue 100 shares of common stock with a par value of $0.0001 per share. The Company was formed to be the surviving company in connection with a proposed business combination between the SPAC and a target company. On June 3, 2021, the company formed the Merger Entities (as defied below) for the purpose of consummating the proposed business combination described below. Each of the Merger Entities is a wholly owned subsidiary of the Company and has issued common stock and ownership interest to the Company in consideration of its payment of incorporation expenses. Proposed Business Combination and Related Transactions On June 9, 2021, the SPAC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, NextNav, LLC, a Delaware limited liability company, NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”), NEA 14 NextNav Blocker, LLC, a Delaware limited liability company (“NEA Blocker”), Oak NextNav Blocker, LLC, a Delaware limited liability company (“Oak Blocker”), Columbia Progeny Partners IV, Inc., a Delaware corporation (“Columbia Blocker”), Global Long Short Partners Aggregating Holdings Del VII LLC, a Delaware limited liability company (“GS Blocker 1”), Global Private Opportunities Partners Holdings II Corp., a Delaware corporation, (“GS Blocker 2,” and collectively with NEA Blocker, Oak Blocker, Columbia Blocker, and GS Blocker 1, the “Blockers”), SASC (SPAC) Merger Sub 1 Corporation, a Delaware corporation (“MS 1”), SASC (Target) Merger Sub 2 LLC, a Delaware limited liability company (“MS 2”), SASC (NB) Merger Sub 3 LLC, a Delaware limited liability company (“MS 3”), SASC (OB) Merger Sub 4 LLC, a Delaware limited liability company (“MS 4”), SASC (CB) Merger Sub 5 Corporation, a Delaware corporation (“MS 5”), SASC (GB1) Merger Sub 6 LLC, a Delaware limited liability company (“MS 6”) , and SASC (GB2) Merger Sub 7 Corporation, a Delaware corporation (“MS 7,” and collectively with MS 1, MS 2, MS 3, MS 4, MS 5, and MS 6, the “Merger Entities”). The Merger Agreement provides for, among other things, (a) MS 1 to be merged with and into the SPAC, with the SPAC surviving the merger; (b) MS 2 to be merged with and into Holdings, with Holdings surviving the merger; (c) MS 3 to be merged with and into NEA Blocker, with NEA Blocker surviving the merger; (d) MS 4 to be merged with and into Oak Blocker, with Oak Blocker surviving the merger; (e) MS 5 to be merged with and into Columbia Blocker, with Columbia Blocker surviving the merger; (f) MS 6 to be merged with and into GS Blocker 1, with GS Blocker 1 surviving the merger; and (g) MS 7 to be merged with and into GS Blocker 2, with GS Blocker 2 surviving the merger (the “Transactions”). As a result of the Transactions, the SPAC, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2 and Holdings and the various operating subsidiaries of Holdings (we refer to Holdings and its operating subsidiaries collectively as “NextNav”), will become wholly owned subsidiaries of the Company, and the SPAC’s stockholders, the equity holders of each of NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2, and the equity holders of Holdings, will become stockholders of the Company. Consummation of the Transactions is subject to customary conditions of the respective parties, including, among others, that (i) there being no law or injunction prohibiting consummation of the Transactions; (ii) the Transactions be approved by the SPAC’s stockholders; (iii) all applicable waiting periods and any extensions thereof under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder will have expired or been terminated; (iv) the Registration Statement on Form S-4 of the Company containing the proxy statement/prospectus for the SPAC’s special meeting of stockholders will have become effective; (v) receipt of consent to the Transactions from the Federal Communications Commission; (vi) the Company will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately following the closing of the Transaction (the “Closing”) (after giving effect to the redemption of any public shares by the SPAC’s public stockholders); and (vii) the Company’s common stock shares and warrants to be issued in connection with the Transactions shall have been approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”). In addition, the obligations of NextNav and the SPAC, respectively, to consummate the Transactions is conditioned upon no material adverse effect having occurred with respect to the other party, and NextNav’s obligations to consummate the Transactions are conditioned upon the SPAC’s available closing date total cash (including cash in the SPAC’s trust account after giving effect to any redemptions and payment of transaction expenses, and the proceeds of the PIPE Investment (as defined below)) being equal to or greater than $250 million. The Merger Agreement provides that at the Closing, the Company will enter into a Registration Rights Agreement with B. Riley Principal Investments, LLC, a Delaware limited liability company (“B. Riley”), Spartacus Sponsor LLC, a Delaware limited liability company (“Sponsor”), the Blockers, other than NEA Blocker, Fortress Investment Group, LLC and certain other former owners of Holdings with respect to the resale of shares of the Company’s common stock and other equity securities (including certain warrants to purchase shares of common stock of the Company and shares of common stock of the Company issued or issuable upon the exercise of any other equity security) that will be issued as consideration pursuant to the Merger Agreement (the “Registration Rights Agreement”). The Registration Rights Agreement will require the Company to, among other things, file a resale shelf registration statement on behalf of such stockholders promptly after the Closing. The Registration Rights Agreement will also provide certain demand rights and piggyback rights to such stockholders, subject to underwriter cutbacks and issuer blackout periods. The Company will agree to pay certain fees and expenses relating to registrations under the Registration Rights Agreement. The Registration Rights Agreement will also prohibit the transfer (subject to limited exceptions) of the shares of the Company’s common stock (a) received as equity consideration by certain stockholders of the SPAC for a period of one year following the Closing, subject to early termination in the event that the closing sale price of the Company’s common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 150 days after the Closing and (b) received as equity consideration by certain former owners of Holdings for a period of 180 days following the Closing, subject to early termination for 50% of the shares held thereby in the event that the closing sale price of the Company’s common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 60 days after the Closing. The Registration Rights Agreement will also prohibit the transfer (subject to limited exceptions) of the Company’s warrants held by Sponsor and B. Riley and shares issuable upon the exercise or conversion thereof for a period of 30 days following the Closing. Concurrently with the execution and delivery of the Merger Agreement, certain “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or institutional “accredited investors” (as such term is defined in Rule 501 under the Securities Act) (collectively, the “PIPE Investors”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to subscribe for and purchase 20.5 million shares of the SPAC’s Class A common stock (the “PIPE Shares”) at a purchase price per share of $10.00 for aggregate gross proceeds of $205 million (the “PIPE Investment”). The purchase of the PIPE Shares will be consummated immediately prior to the Closing, with such PIPE Shares immediately being cancelled in connection with the mergers and in consideration for newly issued common stock of the Company. In connection with the placement of the PIPE Shares, the SPAC’s co-placement agents, B. Riley Securities, Inc. and PJT Partners LP, will be due a fee of approximately $5.9 million upon the Closing. The Merger Agreement and related agreements are further described in the current report on Form 8-K filed by the SPAC with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2021. On June 25, 2021, the Company filed a registration statement on Form S-4 (File No: 333-257441) (the “Form S-4”) related to the proposed Business Combination. The Form S-4 was subsequently amended by the Company on August 12, 2021 and August 25, 2021, and the SEC declared the Form S-4 effective on September 13, 2021. On September 17, 2021, the SPAC filed a definitive proxy statement in connection with the special meeting of the SPAC’s stockholders to be held on October 27, 2021 regarding the proposed business combination. The proposed business combination is expected to close on or prior to November 1, 2021, subject to approval by SPAC’s stockholders and other customary closing conditions. Upon closing of the proposed business combination described above, it is expected that the Company’s common stock and warrants will be listed on Nasdaq under the symbols “NN” and “NNAVW”, respectively. Other than as specifically discussed, this quarterly report on Form 10-Q does not assume the closing of the proposed business combination. Liquidity and Capital Resources As of September 30, 2021, the Company did not have any cash, relying on the SPAC to fund all of its expenses. All amounts either already paid or expected to be paid by the SPAC are presented as due to affiliate on the consolidated Balance Sheet and are due within one year. The SPAC has until April 19, 2022 to complete its initial business combination. If the SPAC is unable to complete the initial business combination by April 19, 2022, the SPAC must cease all operations and dissolve and liquidate under Delaware law. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. If the SPAC is unable to raise additional funds to alleviate liquidity needs as well as complete a business combination by April 19, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
| Summary of Significant Accounting Policies | 4 Months Ended |
| Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from May 21, 2021 (inception) through September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed immaterial for the period ending September 30, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
| Common Stock | 4 Months Ended |
| Sep. 30, 2021 | |
| Common Stock [Abstract] | |
| Common Stock | Note 3 — Common Stock The Company is authorized to issue up to 100 shares of common stock with a par value of $0.0001 per share. As of September 30, 2021, there were no shares of common stock issued or outstanding. |
| Accounting Policies, by Policy (Policies) | 4 Months Ended |
| Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented |
| Use of Estimates | Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
| Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from May 21, 2021 (inception) through September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed immaterial for the period ending September 30, 2021. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
| Organization and Business Operations (Details) | 4 Months Ended |
| Sep. 30, 2021USD ($)$ / sharesshares | |
| Organization and Business Operations (Details) [Line Items] | |
| Authority to share issued (in Shares) | shares | 100 |
| Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
| Net tangible assets | $ 5,000,001 |
| Proceeds of PIPE investment | $ 250,000,000 |
| Registration rights agreement description | The Registration Rights Agreement will also prohibit the transfer (subject to limited exceptions) of the shares of the Company’s common stock (a) received as equity consideration by certain stockholders of the SPAC for a period of one year following the Closing, subject to early termination in the event that the closing sale price of the Company’s common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 150 days after the Closing and (b) received as equity consideration by certain former owners of Holdings for a period of 180 days following the Closing, subject to early termination for 50% of the shares held thereby in the event that the closing sale price of the Company’s common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 60 days after the Closing. The Registration Rights Agreement will also prohibit the transfer (subject to limited exceptions) of the Company’s warrants held by Sponsor and B. Riley and shares issuable upon the exercise or conversion thereof for a period of 30 days following the Closing. |
| Purchase price per share (in Dollars per share) | $ / shares | $ 10 |
| Due fees | $ 5,900,000 |
| PIPE Investment [Member] | |
| Organization and Business Operations (Details) [Line Items] | |
| Gross proceeds | $ 205,000,000 |
| Class A Common Stock [Member] | PIPE Shares [Member] | |
| Organization and Business Operations (Details) [Line Items] | |
| Purchase of shares (in Shares) | shares | 20,500,000 |
| Common Stock (Details) | Sep. 30, 2021$ / sharesshares |
| Common Stock [Abstract] | |
| Common stock, shares authorized | shares | 100 |
| Common stock, par value | $ / shares | $ 0.0001 |
