United States securities and exchange commission logo
July 22, 2021
Igor Volshteyn
President
Spartacus Acquisition Shelf Corp.
6470 E Johns Crossing, Suite 490
Duluth, GA 30097
Re: Spartacus
Acquisition Shelf Corp.
Registration
Statement on Form S-4
Filed June 25, 2021
File No. 333-257441
Dear Mr. Volshteyn:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed June 25, 2021
What is being voted on at the special meeting?, page 4
1. Please expand your
disclosure with respect to the PIPE Financing. Please highlight
material differences in
the terms and price of securities issued at the time of the IPO as
compared to private
placements contemplated at the time of the business combination.
Disclose if the SPAC
s sponsors, directors, officers or their affiliates will participate in the
private placement.
Please discuss the PIPE Financing on the cover page.
Q: What equity stake will current Spartacus stockholders and Seller hold
in Shelf after the
closing?, page 6
2. Please disclose the
sponsor and its affiliates total potential ownership interest in the
combined company,
assuming exercise and conversion of all securities.
Igor Volshteyn
Spartacus Acquisition Shelf Corp.
July 22, 2021
Page 2
Q: What interests do Spartacus' current executive officers and directors have
in the Business
Combination?, page 9
3. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
4. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
5. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
6. Please expand your disclosure regarding the sponsor s ownership
interest in the target
company on page 10. Disclose the approximate dollar value of the
interest based on the
transaction value and recent trading prices as compared to the price
paid.
Redemption Rights, page 19
7. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
8. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
9. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
10. It appears that underwriting fees remain constant and are not adjusted
based on
FirstName LastNameIgor Volshteyn
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
Comapany NameSpartacus
percentage Acquisition
basis for shares Shelf
at each Corp. level presented in your
sensitivity analysis
redemption
July 22,related to dilution.
2021 Page 2
FirstName LastName
Igor Volshteyn
FirstName LastNameIgor Volshteyn
Spartacus Acquisition Shelf Corp.
Comapany
July NameSpartacus Acquisition Shelf Corp.
22, 2021
July 22,
Page 3 2021 Page 3
FirstName LastName
Risks Relating to Spartacus and Business Combination, page 51
11. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 65
12. We note from your disclosure on page 212 and other sections of the
filing that in
connection with the Business Combination, AT&T has elected to exchange
three AT&T
Holdings Warrants for one warrant to purchase an aggregate of
4,147,828 shares of
Shelf s common stock at an exercise price of $0.01 per share. Please
revise to clarify how
you have reflected this aspect of the transaction in your unaudited
pro forma financial
statements.
Certain Projected Financial Information, page 77
13. We note that here and on page 114 you present financial projections
through the year
ended 2028. Please expand your disclosures to further describe the key
assumptions
driving the significant growth in your revenues for the years ended
2022 through 2028 and
to explain why you believe the assumptions are reasonable. Also,
disclose any factors or
contingencies that might prevent such growth from ultimately
materializing.
Background of the Business Combination, page 99
14. We note your disclosure on page 100 that Mr. Subin was involved in a
predecessor
company until 2011 and having received periodic updates on NextNav s
progress since
that time. Please provide more information as to his involvement and
the reason and
method for receipt of the periodic updates.
15. Please revise your disclosure beginning on page 102 to discuss the
specific terms that
were included in the negotiations.
Material U.S. Federal Income Tax Consequences, page 147
16. We note that counsel will file a tax opinion as exhibit 8.1 to the
proxy
statement/prospectus. If counsel intends to file a short-form opinion,
please revise the
disclosure in the proxy statement/prospectus to clearly state that the
disclosure in the tax
consequences section of the prospectus is the opinion of counsel and
name counsel.
Please revise the disclosure to clearly identify and articulate the
opinion being rendered.
For example, please revise the statement that the company intends that
the merger will be
treated as a reorganization within the meaning of Section 368(a)
(2)(E) and that the PIPE
Financing will qualify as a transaction described in Section 351(a) of
the Code. Refer to
Section III.C. of Staff Legal Bulletin No. 19. If counsel cannot
provide a "will" opinion,
such as with respect to the tax consequences of redemptions, it should
describe the degree
Igor Volshteyn
Spartacus Acquisition Shelf Corp.
July 22, 2021
Page 4
of uncertainty and the risks to investors. Add any appropriate risk
factors.
NextNav Holdings LLC
Notes to Consolidated Financial Statements
Revenue, page F-65
17. We note your disclosure on page 37 that NextNav generally sells
intermediate goods that
must be licensed and integrated into third-party platforms for sales
to end users, "but
NextNav is typically only paid when end users access NextNav s
services." Please
reconcile that statement with the revenue recognition policies you
have disclosed in this
note. Revise the filing to clarify this confusing disclosure, or
advise us.
General
18. We note that the board engaged Scura Partners to provide a fairness
opinion. We note also
your disclosure on page 42 of the IPO prospectus that unless you
complete your initial
business combination with an affiliated entity or your board cannot
independently
determine the fair market value of the target business or businesses,
you are not required
to obtain an opinion from an independent investment banking firm.
Noting further your
disclosure that the controlling shareholder of the managing members of
the sponsor holds
shares in Holdings, please explain why the board obtained a fairness
opinion.
19. If Exhibit 4.3 will continue to cover the warrants issued in the
transaction, please expand
to discuss Section 9.3 of that document, including any risks to
investors and any
uncertainty regarding enforceability.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman at 202-551-3794 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
FirstName LastNameIgor Volshteyn Sincerely,
Comapany NameSpartacus Acquisition Shelf Corp.
Division of
Corporation Finance
July 22, 2021 Page 4 Office of
Manufacturing
FirstName LastName