UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File Number: 001-39622

Spartacus Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware		85-2541583
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6470 E Johns Crossing, Suite 490

Duluth, GA 30097

30097

(Address of principal executive offices)

(Zip Code)

(770) 305-6434

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	TMTSU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	TMTS	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	TMTSW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~May 21~~July 30, 2021, there were 20,000,000 shares of Class A common stock and 5,000,000 shares of Class B common stock of the registrant issued and outstanding.

SPARTACUS ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2021

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheet (unaudited)	1
Condensed Balance Sheets (unaudited)	1
Condensed Statement of Operations (unaudited)	2
Condensed Statements of Operations (unaudited)	2
Condensed Statement of Changes in Stockholders’ Equity (unaudited)	3
Condensed Statements of Changes in Stockholders’ Equity (unaudited)	3
Condensed Statement of Cash Flows (unaudited)	4
Notes to Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2123
Item 4. Controls and Procedures	2124
Part II. Other Information
Item 1. Legal Proceedings	2325
Item 1A. Risk Factors	2325
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2325
Item 3. Defaults Upon Senior Securities	2325
Item 4. Mine Safety Disclosures	2325
Item 5. Other Information	2325
Item 6. Exhibits	2325
Signatures	2426

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPARTACUS ACQUISITION CORPORATION CONDENSED BALANCE ~~SHEET~~SHEETS

	March 31, 2021			December 31, 2020
	June 30, 2021			December 31, 2020
	(unaudited)
Assets:
Current Assets:
Cash	$	~~306~~141,~~217~~508		$	1,007,130
Prepaid Expenses		549,526			165,091
Prepaid expenses		417,859			165,091
Total current assets		855,743			1,172,221
Due from Sponsor		300			—
Cash and securities held in Trust Account		203,058,688			203,028,982
Total current assets		559,667			1,172,221
Total Assets	$	203,914,431		$	204,201,203
Cash and securities held in Trust Account		203,004,294			203,028,982
Total Assets	$	203,563,961		$	204,201,203
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	~~430~~1,~~351~~858,170		$	96,670
Total current liabilities		430,351			96,670
Due to related party		392			—
Warrant liability		16,550,000			23,012,500
Total current liabilities		1,858,562			96,670
Warrant liability		24,825,000			23,012,500
Working capital loan		300,000			—
Deferred underwriters’ discount		7,000,000			7,000,000
Total liabilities		2333,~~980~~983,~~351~~562			30,109,170
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 17,234,885 and 16,659,314 shares at redemption value at March 31, 2021 and December 31, 2020, respectively		174,934,079			169,092,032
Class A common stock subject to possible redemption, 16,214,818 and 16,659,314 shares at redemption value at June 30, 2021 and December 31, 2020, respectively		164,580,398			169,092,032
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,765,115 and 3,340,686 shares issued and outstanding (excluding shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		277			334
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,785,182 and 3,340,686 shares issued and outstanding (excluding shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		379			334
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		500			500
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		500			500
Additional paid-in capital		213,~~890~~174,~~941~~520			8,732,931
Retained earnings (accumulated deficit)		2,108,283			(3,733,764	)
Accumulated deficit		(8,175,398	)		(3,733,764	)
Total stockholders’ equity		5,000,001			5,000,001
Total Liabilities and Stockholders’ Equity	$	203,~~914~~563,~~431~~961		$	204,201,203

The accompanying notes are an integral part of these financial statements.

SPARTACUS ACQUISITION CORPORATION CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31, 2021
	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Operating costs	$	~~650~~2,~~160~~023,151		$	2,673,311
Loss from Operations		(~~650~~2,~~160~~023,151	)		(2,673,311	)
Other income:
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		2914,~~707~~470			44,177
Change in fair value of warrant liability		6(8,~~462~~275,~~500~~000	)		(1,812,500	)
Total other income		6,492,207
Total other income (expense)		(8,260,530	)		(1,768,323	)
Net income	$	5,842,047
Net loss	$	(10,283,681	)	$	(4,441,634	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		1617,~~659~~234,~~314~~885			16,948,707
Basic and diluted net income per share	$	—
Basic and diluted net loss per share	$	—		$	—
Basic and diluted weighted average shares outstanding, non-redeemable common stock		87,~~340~~765,~~686~~115			8,051,293
Basic and diluted net income per non-redeemable common share	$	0.70
Basic and diluted net loss per non-redeemable common share	$	(1.32	)	$	(0.55	)

The accompanying notes are an integral part of these financial statements.

SPARTACUS ACQUISITION CORPORATION CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY ~~THREE MONTHS ENDED MARCH 31, 2021~~(Unaudited)

(Unaudited)

	For the Three Months Ended June 30, 2021

	Class A				Class B				Additional						Total
	Common Stock				Common Stock				Paid-in			Accumulated			Stockholder’s
	Stock		Amount		Stock		Amount		Capital			Deficit			Equity
Balance as of March 31, 2021 (unaudited)		2,765,115	$	277		5,000,000	$	500	$	2,890,941		$	2,108,283		$	5,000,001
Net loss		—		—		—		—		—			(10,283,681	)		(10,283,681	)
Other offering expenses		—		—		—		—		(70,000	)		—			(70,000	)
Change in Class A common stock subject to possible redemption		1,020,067		102		—		—		10,353,579			—			10,353,681
Balance as of June 30, 2021 (unaudited)		3,785,182	$	379		5,000,000	$	500		13,174,520		$	(8,175,398	)	$	5,000,001

	For the Six Months Ended June 30, 2021
	Class A						Class B				Additional						Total
	Common Stock						Common Stock				Paid-in			Accumulated			Stockholder’s
	Stock			Amount			Stock		Amount		Capital			Deficit			Equity
Balance as of December 31, 2020		3,340,686		$	334			5,000,000	$	500	$	8,732,931		$	(3,733,764	)	$	5,000,001
Net income		—			—			—		—		—			5,842,047			5,842,047
Net loss		—			—			—		—		—			(4,441,634	)		(4,441,634	)
Change in Class A common stock subject to possible redemption		(575,571	)		(57	)		—		—		(5,841,990	)		—			(5,842,047	)
Other offering expenses		—			—			—		—		(70,000	)		—			(70,000	)
Balance as of March 31, 2021 (unaudited)		2,765,115		$	277			5,000,000	$	500	$	2,890,941		$	2,108,283		$	5,000,001
Change in Class A common stock subject to possible redemption		444,496			45			—		—		4,511,589			—			4,511,634
Balance as of June 30, 2021 (unaudited)		3,785,182		$	379			5,000,000	$	500		13,174,520		$	(8,175,398	)	$	5,000,001

The accompanying notes are an integral part of these financial statements.

SPARTACUS ACQUISITION CORPORATION CONDENSED STATEMENT OF CASH FLOWS ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2021

(Unaudited)

	For the Three Months Ended March 31, 2021
	For the Six Months Ended June 30, 2021
Cash flows from Operating Activities:
Net income	$	5,842,047
Net loss	$	(4,441,634	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of interest on cash and marketable securities held in Trust Account		(2944,~~707~~177	)
Change in fair value of warrant liability		(61,~~462~~812,500	)
Expenses paid by Sponsor		93
Changes in operating assets and liabilities:
Prepaid assets		(~~384~~252,~~435~~768	)
Accounts payable and accrued expenses		~~333~~1,~~682~~760,364
Net cash used in operating activities		(~~700~~1,~~913~~165,622	)
Cash flows from Investing Activities:
Purchase of marketable securities		(~~203~~406,~~051~~042,000	)
Maturity of marketable securities		~~203~~406,~~051~~042,000
Net cash used in investing activities		—
Net cash provided by investing activities		—
Net change in cash		(700,913	)
Cash flows from Financing Activities:
Proceeds from issuance of promissory note to related party		300,000
Net cash provided by financing activities		300,000
Net change in cash		(865,622	)
Cash, beginning of period		1,007,130
Cash, end of the period	$	306,217
Cash, end of period	$	141,508
Supplemental disclosure of cash flow information:
Cash taxes paid		31,475
Transfer of cash from trust for payment of Delaware state franchise tax		68,864
Supplemental disclosure of non-cash financing activities:
Change in value of Class A common stock subject to possible redemption	$	5,842,047
Increase in accounts payable and accrued expenses for deferred offering costs		70,000
Change in value of Class A common stock subject to possible redemption	$	(4,511,634	)

The accompanying notes are an integral part of these financial statements.

SPARTACUS ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2021

(Unaudited)

Note 1 — Organization and Business Operations

Spartacus Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company on August 10, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”).

As of ~~March~~June 3130, 2021, the Company had not commenced any operations. All activity through ~~March~~June 3130, 2021 relates to the Company’s formation and the initial public offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsor is Spartacus Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

IPO

On October 19, 2020, the Company consummated the IPO of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Each Unit consists of one share of Class A ~~common~~ common stock (“public share(s)”), and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock, par value $0.0001 per share (“Class A common stock”), at a price of $11.50 per share, subject to adjustment as described in the IPO. Only whole warrants are exercisable.

Simultaneously with the closing of the IPO, the Company consummated the sale of 8,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds of $8,750,000, which is described in Note 3.

Transaction costs of the IPO amounted to $11,516,309, consisting of $4,000,000 of the underwriting discount $7,000,000 of deferred underwriters’ ~~discount~~ discount and $516,309 of other offering costs. Effective on the date of the IPO, $604,606 of offering costs associated with the issuance of the warrants was expensed while the remaining $10,911,703 was classified as equity.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

5Following the closing of the IPO on October 19, 2020, an amount equal to at least $10.15 per Unit sold in the IPO was held in a trust account (“Trust Account”), to be invested only in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) to (i) modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the offering or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company are unable to complete its initial Business Combination within 18 months from the closing of the IPO, subject to applicable law.

Following the closing of the IPO on October 19, 2020, an amount equal to at least $10.15 per Unit sold in the IPO was held in a trust account (“Trust Account”), to be invested only in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) to (i) modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company do not complete its initial Business Combination within 18 months from the closing of the offering or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the Company’s public shares if the Company are unable to complete its initial Business Combination within 18 months from the closing of the IPO, subject to applicable law.5

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The common stock subject to redemption is recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks ~~stockholder~~ stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the Company’s prior consent.

6The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment.

The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment.6

If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s ~~obligations~~ obligations under the law of the State of Delaware to provide for claims of creditors and the requirements of other applicable law.

The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares (as defined below) held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period.

Since November 2, 2020, the holders of the Company’s Units are able to elect to separately trade the shares of Class A common stock and warrants included in the Units. No fractional warrants are issued upon separation of the Units and only whole warrants trade. The shares of Class A common stock and the warrants currently trade on the Nasdaq Capital Market under the symbols “TMTS” and “TMTSW,” respectively. The Units not separated continue to trade on the Nasdaq Capital Market under the symbol “TMTSU.”

~~Liquidity~~Proposed Business Combination and ~~Capital~~Related ~~Resources~~Transactions

AsOn June 9, 2021, the Company entered into an Agreement and Plan of ~~March~~Merger 31(the “Merger Agreement”) with Spartacus Acquisition Shelf Corp., ~~2021~~a Delaware corporation (“Shelf”), 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”), ~~Company~~SASC ~~had~~(SPAC) ~~$306~~Merger Sub 1 Corporation,~~217~~ ina ~~its~~Delaware ~~operating~~corporation ~~bank~~(“MS ~~account~~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 ~~working~~SASC ~~capital~~(GB2) ofMerger Sub ~~$425~~7 Corporation,~~392~~ a Delaware corporation (“MS 7,” and collectively with MS 1, MS 2, MS 3, MS 4, MS 5, and MS 6, the “Merger Entities”).

~~Based~~The Merger onEntities ~~its~~are ~~currently~~each ~~available~~wholly ~~cash~~owned onsubsidiaries ~~hand and~~of ~~access~~Shelf. toThe ~~the~~Merger ~~Working~~Agreement ~~Capital~~provides ~~Loans~~for, ~~(as~~among ~~defined~~other ~~below)~~things, ~~the~~(a) ~~Company~~MS ~~believes~~1 ~~it has sufficient liquidity in order~~ to ~~meet~~be ~~the expenditures~~merged ~~required~~with ~~for~~and ~~operating~~into ~~our~~the ~~business. However~~Company, ifwith the ~~estimate~~Company ofsurviving the ~~costs~~merger; of(b) ~~identifying~~MS a2 ~~target~~to ~~business,~~be ~~undertaking~~merged ~~in-depth~~with ~~due diligence~~ and ~~negotiating~~into aHoldings, ~~Business~~with ~~Combination~~Holdings ~~are less than~~ surviving the ~~actual~~merger; ~~amount~~(c) ~~necessary~~MS to3 ~~do so, the Company may have insufficient funds available~~ to ~~operate~~be ~~its~~merged ~~business~~with ~~prior~~and tointo ~~our~~NEA ~~Business Combination. Moreover~~Blocker, ~~the~~with ~~Company~~NEA ~~may~~Blocker ~~need~~surviving tothe ~~obtain~~merger; ~~additional~~(d) ~~financing either~~MS to4 ~~complete a Business Combination or because it becomes obligated~~ to ~~redeem~~be amerged ~~significant~~with ~~number~~and ~~of the public shares upon consummation~~into ofOak ~~our Business Combination~~Blocker, inwith ~~which~~Oak ~~case~~Blocker surviving the ~~Company~~merger; ~~may~~(e) ~~issue~~MS ~~additional~~5 ~~securities~~to orbe ~~incur~~merged ~~debt in connection~~ with ~~such~~and ~~Business Combination.~~into ~~Subject~~Columbia toBlocker, ~~compliance~~ with ~~applicable~~Columbia ~~securities~~Blocker ~~laws,~~ surviving the ~~Company~~merger; ~~would~~(f) ~~only~~MS ~~complete~~6 ~~such~~to ~~financing~~be ~~simultaneously~~merged with ~~the~~ ~~completion~~and ofinto ~~our~~GS ~~Business~~Blocker ~~Combination.~~1, Ifwith ~~the~~GS ~~Company~~Blocker is1 ~~unable~~surviving ~~to complete~~ the ~~Business~~merger; ~~Combination~~and ~~because~~(g) itMS ~~does~~7 ~~not~~to ~~have sufficient funds available, the Company will~~ be ~~forced~~merged ~~to cease operations~~ with and ~~liquidate~~into ~~the~~GS ~~Trust~~Blocker ~~Account. In addition~~2, ~~following~~with ~~the~~GS ~~Business~~Blocker ~~Combination, if~~2 ~~cash~~surviving ~~on hand is insufficient,~~ the ~~Company may need to obtain additional financing in order to meet our obligations~~merger.

7As a result of the transactions contemplated in the Merger Agreement (collectively, the “Transactions”), the Company, 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 Shelf, and the Company’s stockholders, the equityholders of each of NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2, and the equityholders of Holdings, will become stockholders of Shelf.

~~Emerging Growth Company~~ 7

~~The~~Consummation ~~Company~~of the Transactions is ansubject ~~“emerging~~to ~~growth~~customary ~~company~~conditions of the respective parties,” asincluding, ~~defined~~among inothers, ~~Section~~that (i) there being no law or 2injunction prohibiting consummation of the Transactions; (aii) the Transactions be approved by the Company’s stockholders; (19iii) ofall applicable waiting periods and any extensions thereof under the ~~Securities~~Hart-Scott-Rodino Antitrust Improvements Act of ~~1933~~1976, as amended, (and the ~~“Securities~~rules ~~Act”),~~and regulations aspromulgated ~~modified~~thereunder bywill have expired or been terminated; (iv) the ~~Jumpstart~~Registration ~~our~~Statement ~~Business~~on ~~Startups~~Form ~~Act~~S-4 of ~~2012,~~Shelf containing the proxy statement/prospectus for the Company’s special meeting of stockholders will have become effective; (v) receipt of consent to the Transactions ~~“JOBS~~from ~~Act”~~the Federal Communications Commission; (vi), ~~and~~the itCompany ~~may~~will ~~take~~have ~~advantage~~at least $5,000,001 of ~~certain~~net ~~exemptions~~tangible assets (as determined ~~from~~in ~~various~~accordance ~~reporting~~with ~~requirements~~Rule ~~that~~3a51-1(g)(1) ~~are~~of ~~applicable~~the Exchange Act immediately following the closing of the Transaction (the“Closing”) (after giving effect to ~~other~~the redemption of any public ~~companies~~shares ~~that~~by ~~are~~the ~~not~~Company’s ~~emerging~~public ~~growth~~stockholders); ~~companies~~and ~~including,~~(vii) ~~but not~~the ~~limited~~Shelf ~~to,~~common ~~not~~stock shares ~~being~~and ~~required~~warrants to ~~comply~~be issued in connection with the ~~auditor~~Transactions ~~attestation~~shall ~~requirements~~have ofbeen ~~Section 404~~approved offor ~~the~~listing ~~Sarbanes-Oxley~~on ~~Act~~The ofNasdaq Stock Market LLC ~~2002,~~(“Nasdaq”). ~~reduced~~In ~~disclosure~~addition, the obligations ~~regarding~~of ~~executive~~NextNav ~~compensation~~and inthe ~~its~~Company, ~~periodic~~respectively, ~~reports~~to ~~and~~consummate ~~proxy~~the ~~statements~~Transactions is conditioned upon no material adverse effect having occurred with respect to the other party, and ~~exemptions~~NextNav’s ~~from~~obligations to consummate the Transactions are conditioned upon the ~~requirements~~Company’s ofavailable ~~holding~~closing adate ~~nonbinding~~total ~~advisory~~cash ~~vote~~(including oncash ~~executive~~in ~~compensation~~the Trust Account after giving effect to any redemptions and ~~stockholder~~payment ~~approval~~of transaction expenses, and the proceeds of ~~any~~the ~~golden~~PIPE ~~parachute~~Investment ~~payments not~~(as ~~previously~~defined ~~approved~~below)) being equal to or greater than $250 million.

~~Further~~The Merger Agreement provides that at the Closing, Shelf ~~Section 102~~will enter into a Registration Rights Agreement with B. Riley Principal Investments, LLC, a Delaware limited liability company (~~b)(1)~~“B. ofRiley”), and Sponsor, the ~~JOBS~~Blockers, ~~Act~~other ~~exempts~~than ~~emerging~~NEA ~~growth~~Blocker, ~~companies~~Fortress ~~from~~Investment ~~being~~Group, ~~required~~LLC toand ~~comply~~certain other former owners of Holdings with ~~new~~respect orto ~~revised~~the ~~financial~~resale ~~accounting~~of ~~standards~~shares ~~until private~~of ~~companies~~Shelf ~~(that~~common ~~is,~~stock ~~those~~and ~~that~~other ~~have~~equity ~~not~~securities ~~had~~(including acertain ~~Securities~~warrants ~~Act~~to ~~registration~~purchase ~~statement~~shares of ~~declared~~common ~~effective~~stock orof doShelf ~~not~~and ~~have~~shares aof ~~class~~ common stock of ~~securities~~Shelf ~~registered~~issued ~~under~~or issuable upon the ~~Exchange~~exercise ~~Act~~of any other equity security) ~~are~~that ~~required~~will be toissued ~~comply~~as ~~with~~consideration pursuant to the ~~new~~Merger orAgreement ~~revised~~(the ~~financial~~“Registration ~~accounting~~Rights ~~standards~~Agreement”). The ~~JOBS~~Registration Rights ~~Act~~Agreement ~~provides~~will ~~that~~require Shelf to, among other things, file a ~~company~~resale ~~can~~shelf ~~elect~~registration tostatement ~~opt~~on ~~out~~behalf of such stockholders promptly after the ~~extended~~Closing. ~~transition~~The ~~period~~Registration ~~and~~Rights ~~comply~~Agreement ~~with~~will ~~the~~also ~~requirements~~provide ~~that~~certain ~~apply~~demand rights and piggyback rights to ~~non-emerging~~such stockholders, ~~growth~~subject ~~companies~~to ~~but~~underwriter ~~any~~cutbacks ~~such~~and ~~election~~issuer blackout periods. Shelf will agree to ~~opt~~pay ~~out~~certain isfees ~~irrevocable~~and expenses relating to registrations under the Registration Rights Agreement. The ~~Company~~Registration ~~has~~Rights ~~elected~~Agreement ~~not~~will also prohibit the transfer (subject to ~~opt~~limited ~~out~~exceptions) of the shares of ~~such~~Shelf’s ~~extended~~common ~~transition~~stock (a) received as equity consideration by certain stockholders of the Company for a period of ~~which~~one ~~means~~year following the Closing, subject to early termination in the event that ~~when~~the aclosing ~~standard~~sale isprice ~~issued~~of orShelf’s ~~revised~~common ~~and~~stock itequals or ~~has~~exceeds ~~different~~$12.00 ~~application~~per ~~dates~~share for ~~public~~20 orout ~~private~~of ~~companies,~~30 consecutive trading days commencing at least 150 days after the ~~Company,~~Closing and (b) received as anequity ~~emerging~~consideration ~~growth~~by ~~company,~~certain ~~can~~former ~~adopt~~owners of Holdings for a period of 180 days following the ~~new~~Closing, orsubject ~~revised~~to ~~standard~~early attermination for 50% of the ~~time~~shares ~~private~~held ~~companies~~thereby ~~adopt~~in the ~~new~~event that the closing sale price of Shelf’s common stock equals or ~~revised~~exceeds ~~standard~~$12.00 per ~~This~~share ~~may~~for ~~make~~20 ~~comparison~~out of ~~the~~30 ~~Company’s~~consecutive ~~financial~~trading ~~statements~~days ~~with~~commencing ~~another~~at ~~public~~least ~~company~~60 ~~which~~days isafter ~~neither~~the anClosing. ~~emerging~~The ~~growth~~Registration ~~company nor~~Rights anAgreement ~~emerging~~will also ~~growth~~prohibit ~~company~~the ~~which~~transfer ~~has~~(subject ~~opted~~to ~~out~~limited exceptions) of ~~using~~ the ~~extended~~Company’s ~~transition~~warrants ~~period~~held ~~difficult~~by orSponsor ~~impossible~~and ~~because~~B. ofRiley ~~the~~and ~~potential~~shares issuable ~~differences~~upon inthe ~~accounting~~exercise ~~standards~~or ~~used~~conversion thereof for a period of 30 days following the Closing.

~~Risks~~Concurrently with the execution and ~~Uncertainties~~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 Company 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 Shelf common stock. In connection with the placement of the PIPE Shares, the Company’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.

~~Management~~The isMerger ~~currently~~Agreement ~~evaluating the impact of the COVID-19 pandemic on the industry~~ and ~~has~~related ~~concluded~~agreements ~~that~~are further ~~while~~described itin ~~is reasonably possible that~~ the ~~virus~~Form ~~could~~8-K ~~have~~filed ~~a negative~~by ~~effect on~~ the Company’s ~~financial~~on ~~position,~~June ~~results of its operations and/or search for a target company~~10, ~~the specific impact is not readily determinable as of the date of these financial statements~~2021. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Note 2 — Summary of Significant Accounting Policies~~8

~~Basis~~On June 25, 2021, Shelf filed a registration statement on Form S-4 (File No: 333-257441) (the “Form S-4”) related to the proposed Business Combination. Once the SEC declares the registration statement effective, we will mail the definitive proxy statement/prospectus relating to the special meeting of ~~Presentation~~our stockholders in connection with the proposed Business Combination. The proposed Business Combination is expected to close late in the third quarter of 2021 or early in the fourth quarter of 2021, subject to approval by our stockholders and other customary closing conditions.

~~The~~Upon ~~accompanying~~closing ~~unaudited~~of ~~condensed financial~~the ~~statements~~proposed ~~are~~Business ~~presented~~Combination described inabove, ~~U.S.~~our ~~dollars~~securities inwill ~~conformity~~be ~~with~~delisted ~~accounting~~from ~~principles~~Nasdaq ~~generally~~and ~~accepted~~it inis ~~the~~expected ~~United~~that ~~States~~Shelf’s ~~of America~~common ~~(“GAAP”)~~stock ~~for financial information~~ and ~~pursuant~~warrants towill ~~the~~be ~~rules and regulations of the SEC. Accordingly, they do not~~listed ~~include~~on ~~all~~Nasdaq ofunder the ~~information~~symbols “NN” and ~~footnotes~~“NNW”, ~~required by GAAP~~respectively. InAt the ~~opinion~~closing of ~~management,~~ the ~~unaudited condensed financial statements reflect all adjustments~~Transactions, ~~which~~any ~~include only normal recurring adjustments necessary for the fair statement~~ of the ~~balances and results~~Units ~~for~~that ~~the~~are ~~periods~~not ~~presented.~~already ~~The~~trading ~~interim~~separately ~~results~~will ~~for~~automatically ~~the~~separate ~~three~~into ~~months~~their ~~ended~~component ~~March~~shares ~~31,~~of ~~2021~~Shelf ~~are~~common ~~not~~stock ~~necessarily~~and ~~indicative~~one-half of ~~the~~ ~~results~~one toredeemable bewarrant. ~~expected~~Shelf ~~for~~will ~~the~~not ~~year~~have ~~ending~~any ~~December~~units ~~31,~~outstanding ~~2021~~following orthe ~~for~~consummation ~~any~~of ~~future~~the ~~interim periods~~Transactions.

~~The accompanying~~Other ~~unaudited~~than ~~condensed~~as ~~financial~~specifically ~~statements~~discussed, ~~should~~this ~~be read in conjunction with the Company’s Amendment No. 1 to~~report ~~its~~does ~~Annual~~not ~~Report~~assume ~~on Form 10-K/A for~~ the ~~year~~closing ~~ended~~of ~~December 31, 2020 as filed with~~ the ~~SEC~~proposed onBusiness ~~May 12, 2021, which contains the audited financial statements and notes thereto~~Combination.

~~Use~~Liquidity ofand ~~Estimates~~Capital Resources

~~The~~As ~~preparation~~ of ~~financial~~June ~~statements~~30, in2021, ~~conformity with US GAAP requires management to make estimates and assumptions that affect~~ the ~~reported~~Company ~~amounts~~had of$141,508 ~~assets~~in ~~and liabilities and disclosure~~its ofoperating ~~contingent~~bank ~~assets~~account, and ~~liabilities~~a atworking ~~the~~capital ~~date~~deficit of ~~the financial statements and the reported amounts of expenses during the reporting period~~$(1,298,895). Significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly actual results could differ from those estimates.

8Based on its currently available cash on hand, access to the Working Capital Loans (as defined below), and extended payment terms with certain vendors, the Company believes it has sufficient liquidity to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations.

~~Cash~~Emerging ~~and~~Growth ~~Cash~~Company ~~Equivalents~~

The Company ~~considers~~is ~~all~~an ~~short-term~~“emerging ~~investments~~growth company,” ~~with~~as andefined ~~original~~in ~~maturity~~Section 2(a)(19) of ~~three~~the ~~months~~Securities orAct, ~~less~~as ~~when~~modified ~~purchased~~by the Jumpstart our Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to beother ~~cash~~public ~~equivalents.~~companies that ~~The~~are ~~Company~~not ~~did~~emerging growth companies including, but not ~~have~~limited ~~any~~to, ~~cash~~not ~~equivalents~~being required to comply with the auditor attestation requirements asof Section 404 of ~~March~~the 31Sarbanes-Oxley Act of 2002, ~~2021~~reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Warrant Liability~~9

~~The~~Further, ~~Company~~Section 102(b)(1) ~~accounts~~of ~~for~~the ~~warrants~~JOBS asAct exempts ~~either~~emerging ~~equity-classified or~~growth ~~liability-classified~~companies ~~instruments~~from ~~based~~being onrequired anto ~~assessment~~comply ofwith ~~the~~new ~~warrant’s~~or ~~specific~~revised ~~terms~~financial ~~and~~accounting ~~applicable~~standards ~~authoritative~~until ~~guidance~~private companies in(that ~~Financial~~is, ~~Accounting~~those ~~Standards~~that ~~Board~~have ~~(“FASB”)~~not ~~Accounting~~had ~~Standards~~a ~~Codification~~Securities ~~(“ASC”)~~Act ~~480,~~registration ~~Distinguishing Liabilities~~statement ~~from~~declared ~~Equity~~effective ~~(“ASC~~or ~~480”)~~do ~~and~~not ~~ASC~~have ~~815,~~a ~~Derivatives~~class ~~and~~of ~~Hedging~~securities ~~(“ASC~~registered under ~~815”~~the Exchange Act). ~~The~~are ~~assessment~~required ~~considers whether~~to comply with the ~~warrants~~new ~~are~~or ~~freestanding~~revised financial ~~instruments~~accounting ~~pursuant~~standards. The JOBS Act provides that a company can elect to ~~ASC~~opt ~~480,~~out ~~meet~~of the ~~definition~~extended oftransition aperiod ~~liability~~and ~~pursuant~~comply with the requirements that apply to ~~ASC~~non-emerging ~~480,~~growth companies but ~~and~~any ~~whether~~such ~~the~~election ~~warrants~~to ~~meet~~opt ~~all~~out ofis ~~the~~irrevocable. ~~requirements~~The ~~for~~Company ~~equity~~has ~~classification~~elected ~~under~~not ~~ASC~~to ~~815,~~opt ~~including~~out ~~whether~~of ~~the~~such ~~warrants~~extended ~~are~~transition ~~indexed~~period which means that towhen ~~the~~a ~~Company’s~~standard ~~own~~is ~~ordinary~~issued ~~shares,~~or ~~among~~revised ~~other~~and ~~conditions~~it has different application dates for ~~equity~~public ~~classification.~~or ~~This~~private ~~assessment~~companies, ~~which~~the ~~requires~~Company, ~~the~~as ~~use~~an emerging ofgrowth ~~professional judgment~~company, iscan ~~conducted~~adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ~~warrant~~the ~~issuance~~Company’s ~~and~~financial asstatements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of ~~each~~using ~~subsequent~~the ~~quarterly~~extended transition period ~~end~~difficult ~~date~~or ~~while~~impossible because of the ~~warrants~~potential differences in accounting ~~are~~standards ~~outstanding~~used.

~~For~~Risks issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach.Uncertainties

~~Investment~~Management ~~Held~~is incurrently ~~Trust~~evaluating ~~Account~~the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company and completing a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

AtNote ~~March~~2 ~~31,~~— ~~2021~~Summary ~~and~~of ~~December~~Significant 31, 2020, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Statements Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.Policies

ABasis ~~decline in the market value~~ of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.Presentation

~~Premiums~~The ~~and~~accompanying unaudited ~~discounts~~condensed financial statements are ~~amortized~~presented orin ~~accreted over~~U.S. dollars in conformity with accounting principles generally accepted in the ~~life~~United States of ~~the~~America ~~related~~(“GAAP”) ~~held-to-maturity~~for ~~security~~financial asinformation anand ~~adjustment~~pursuant to ~~yield~~the ~~using~~rules ~~the~~and ~~effective-interest~~regulations ~~method.~~of ~~Such~~the ~~amortization~~SEC. Accordingly, ~~and~~they ~~accretion~~do isnot ~~included~~include inall of the ~~“interest~~information ~~income”~~and ~~line~~footnotes ~~item~~required inby GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of ~~operations~~the balances and results for the periods presented. ~~Interest~~The ~~income~~interim isresults ~~recognized~~for the three months and six months ended June 30, 2021 are not necessarily ~~when~~indicative ~~earned~~of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

~~Fair~~The ~~Value~~accompanying unaudited ~~Measurements~~condensed financial statements should be read in conjunction with the Company’s Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 12, 2021 (the “10-K/A”), which contains the audited financial statements and notes thereto.

~~FASB~~Use ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. Estimates

9The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly actual results could differ from those estimates.

~~The~~Cash ~~fair~~and ~~value~~Cash ~~hierarchy is categorized into three levels based on the inputs as follows:~~Equivalents

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March 31, 2021 and December 31, 2020 due to the short maturities of such instruments.10

AtWarrant ~~March 31, 2021, there were 10,000,000 Public Warrants and 8,750,000 Private Placement Warrants outstanding.~~Liability

The ~~following~~Company ~~table~~accounts ~~presents~~for ~~information~~warrants ~~about~~as either equity-classified or liability-classified instruments based on an assessment of the ~~Company~~warrant’s ~~assets~~specific terms and ~~liabilities~~applicable ~~that~~authoritative ~~were~~guidance in ~~measured~~FASB atASC ~~fair~~480, ~~value~~Distinguishing onLiabilities afrom ~~recurring~~Equity ~~basis~~(“ASC as480”) ofand ASC ~~March 31~~815, ~~2021~~Derivatives and ~~December~~Hedging ~~31,~~(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments ~~2020~~pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and ~~indicates~~whether the ~~fair~~warrants ~~value~~meet ~~hierarchy~~all of the ~~valuation~~requirements ~~techniques~~for equity classification under ASC 815, including whether the ~~Company~~warrants ~~utilized~~are indexed to ~~determine~~the ~~such~~Company’s ~~fair~~own ~~value~~ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Description	March 31, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability – Public Warrants	$	6,400,000	$	6,400,000	$	—	$	—
Warrant Liability – Private Placement Warrants	$	10,150,000	$	—	$	—	$	10,150,000

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach.

10Investment Held in Trust Account

Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability – Public Warrants	$	11,200,000	$	11,200,000	$	—	$	—
Warrant Liability – Private Placement Warrants	$	11,812,500	$	—	$	—	$	11,812,500

At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

~~The~~A ~~Company~~decline ~~utilizes~~in ~~a Monte Carlo simulation model to value~~ the ~~warrants~~market ~~at each reporting period, with changes in fair~~ value ~~recognized in the statement~~ of ~~operations. If quoted~~held-to-maturity ~~prices~~securities ~~exist~~below ~~for~~cost ~~the~~that ~~Public~~is ~~Warrants,~~deemed ~~which~~to ~~was~~be ~~the~~other ~~case~~than ~~for March 31~~temporary, ~~2021~~results ~~and~~in ~~December~~an ~~31,~~impairment ~~2020,~~that reduces the ~~quoted~~carrying ~~price~~costs isto ~~used.~~such ~~The estimated~~securities’ fair value. ofThe ~~the~~impairment ~~warrant~~is ~~liability~~charged isto ~~determined~~earnings ~~using~~and ~~Level 3~~a ~~inputs~~new ifcost ~~quoted~~basis ~~prices~~for dothe ~~not~~security ~~exist~~is established. ~~Inherent~~To indetermine awhether ~~binomial~~an ~~options~~impairment ~~pricing~~is ~~model~~other ~~are~~than ~~assumptions~~temporary, ~~related~~the toCompany ~~expected~~considers ~~share-price~~whether ~~volatility,~~it ~~expected~~has ~~life,~~the ~~risk-free~~ability ~~interest rate~~ and ~~dividend~~intent ~~yield.~~to ~~The Company~~hold ~~estimates~~ the ~~volatility~~investment ofuntil ~~its~~a ~~ordinary~~market ~~shares~~price ~~based~~recovery and onconsiders ~~historical~~whether ~~volatility~~evidence ~~that~~indicating ~~matches~~ the ~~expected~~cost ~~remaining life~~ of the ~~warrants.~~ ~~The~~investment ~~risk-free~~is ~~interest~~recoverable ~~rate~~outweighs isevidence ~~based~~to on the Ucontrary.S. ~~Treasury zero-coupon yield~~Evidence ~~curve~~considered in onthis ~~the~~assessment ~~grant~~includes ~~date~~the reasons for athe ~~maturity similar~~impairment, to the ~~expected~~severity ~~remaining~~and ~~life of~~ the ~~warrants.~~duration ~~The expected life~~ of the ~~warrants~~impairment, ischanges ~~assumed~~in tovalue ~~be equivalent~~ subsequent to ~~their~~year-end, ~~remaining contractual~~forecasted ~~term.~~performance ~~The~~of ~~dividend~~the ~~rate~~investee, isand ~~based on~~ the ~~historical~~general ~~rate,~~market ~~which~~condition in the ~~Company~~geographic ~~anticipates~~area toor ~~remain~~industry atthe ~~zero~~investee operates in.

~~The~~Premiums ~~aforementioned~~and ~~warrant~~discounts ~~liabilities~~ are ~~not~~amortized or accreted ~~subject~~over the life of the related held-to-maturity ~~qualified~~security ~~hedge~~as ~~accounting~~an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

~~There~~Fair ~~were~~Value ~~no transfers between Levels 1, 2 or 3 during the quarterly period ended March 31, 2021.~~Measurements

~~The~~FASB ~~following~~ASC ~~table~~Topic ~~provides~~820 ~~quantitative~~“Fair ~~information~~Value Measurements ~~regarding~~and ~~Level 3~~Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the ~~Private~~assumptions ~~Placement~~used ~~warrants~~by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of ~~March~~the ~~31,~~Company. ~~2021~~Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and ~~December~~seller ~~31,~~would ~~2020:~~use in pricing the asset or liability developed based on the best information available in the circumstances.

	As of March 31, 2021			As of December 31, 2020
Private Placement Warrants
Stock price	$	9.85		$	10.06
Strike price	$	11.50		$	11.50
Term (in years)		7.0			7.0
Volatility (pre/post business combination)		12%/25	%		10%/25	%
Risk-free rate		0.9	%		0.4	%
Dividend yield		0.0	%		0.0	%
Redemption Price	$	—		$	—
Fair value of warrants	$	1.16		$	1.35

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1	—	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2	—	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3	—	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, the Company used the market quote to calculate fair value, which was $0.64 at March 31, 2021 and $1.12 at December 31, 2020.11

The ~~following~~fair ~~table~~value ~~presents~~of the ~~changes~~Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair ~~value~~values of ~~warrant~~cash ~~liabilities:~~and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of June 30, 2021 and December 31, 2020 due to the short maturities of such instruments.

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2020	$	11,812,500		$	11,200,000		$	23,012,500
Change in fair value of warrant liability		(1,662,500	)		(4,800,000	)		(6,462,500	)
Fair value as of March 31, 2021	$	10,150,000		$	6,400,000		$	23,012,500

At June 30, 2021, there were 10,000,000 Public Warrants and 8,750,000 Private Placement Warrants outstanding.

~~Concentration~~The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of ~~Credit~~June ~~Risk~~30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Description	June 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability – Public Warrants	$	12,400,000	$	12,400,000	$	—	$	—

Warrant Liability – Private Placement Warrants	$	12,425,000	$	—	$	—	$	12,425,000

Class A Common Stock Subject to Possible Redemption

Description	December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability – Public Warrants	$	11,200,000	$	11,200,000	$	—	$	—

Warrant Liability – Private Placement Warrants	$	11,812,500	$	—	$	—	$	11,812,500

The Company ~~accounts~~utilizes ~~for~~a ~~its~~Monte ~~Class~~Carlo ~~A common stock~~simulation ~~subject~~model to ~~possible~~value ~~redemption~~the inwarrants ~~accordance~~at ~~with~~each ~~the~~reporting ~~guidance~~period, inwith ~~ASC~~changes ~~480.~~in ~~Class~~fair Avalue ~~common~~recognized ~~stock~~in ~~subject~~the tostatement ~~mandatory~~of ~~redemption~~operations. ~~(if~~If ~~any)~~quoted ~~are~~prices ~~classified~~exist asfor athe ~~liability~~Public ~~instrument~~Warrants, ~~and~~which ~~are~~was ~~measured~~the atcase ~~fair~~for ~~value.~~June ~~Conditionally~~30, ~~redeemable~~2021 ~~common~~and ~~stock~~December ~~(including~~31, ~~common~~2020, ~~stock that~~the ~~feature~~quoted ~~redemption~~price ~~rights~~is ~~that~~used. ~~are~~The ~~either~~estimated fair ~~within~~value ~~the control~~ of the ~~holder~~warrant orliability ~~subject~~is todetermined ~~redemption~~using ~~upon~~Level 3 ~~the~~inputs ~~occurrence~~if ofquoted ~~uncertain events~~prices do not ~~solely~~exist. ~~within~~Inherent ~~the~~in ~~Company’s~~a ~~control)~~binomial options pricing model are ~~classified~~assumptions asrelated ~~temporary~~to ~~equity.~~expected Atshare-price ~~all~~volatility, ~~other~~expected ~~times~~life, ~~common~~risk-free ~~stock~~interest israte ~~classified as~~and ~~stockholders’~~dividend ~~equity~~yield. The Company’s ~~common~~estimates ~~stock~~the ~~feature~~volatility ~~certain~~of ~~redemption~~its ~~rights~~ordinary shares based on historical volatility that ~~are~~matches ~~considered~~the toexpected beremaining ~~outside~~life of the warrants. The risk-free interest rate is based on the ~~Company’s~~U.S. ~~control~~Treasury zero-coupon yield ~~and~~curve ~~subject~~on the grant date for a maturity similar to the ~~occurrence~~expected ofremaining ~~uncertain~~life ~~future~~of ~~events~~the warrants. ~~Accordingly,~~The ~~Class~~expected Alife ~~common~~of ~~stock~~the ~~subject~~warrants is assumed to ~~possible redemption~~be ~~are~~equivalent ~~presented~~to attheir ~~redemption~~remaining contractual ~~value~~term. asThe ~~temporary~~dividend ~~equity,~~rate ~~outside~~is ofbased on the ~~stockholders’~~historical ~~equity~~rate, ~~section~~which of the Company~~’s balance~~ ~~sheet~~anticipates to remain at zero.

~~Net~~The ~~Income~~aforementioned ~~Per~~warrant ~~Common~~liabilities ~~Share~~are not subject to qualified hedge accounting.

~~Net~~There ~~income~~were ~~per~~no ~~common~~transfers ~~stock~~between isLevels computed by dividing net income by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO1, ~~(ii)~~2 ~~exercise~~or of3 ~~over-allotment~~during ~~and (iii) Private Placement since~~ the ~~exercise~~three ~~price of the warrants is in excess of the average common stock price for the period~~ and ~~therefore~~ ~~the~~six ~~inclusion~~month ofperiods ~~such~~ended ~~warrants~~June ~~would be anti-dilutive. The warrants are exercisable to purchase 18~~30,~~750,000~~ ~~shares of Class A common stock in the aggregate~~2021.

The Company’s statements of operations include a presentation of net income per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method of net income per common stock. Net income per common stock, basic and diluted, for redeemable Class A Common Stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of redeemable Class A Common Stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B Common Stock is calculated by dividing the net income, adjusted for income attributable to redeemable Class A Common Stock, by the weighted average number of non-redeemable Class A and Class B Common Stock outstanding for the periods. Non-redeemable Class B Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.12

12The following table provides quantitative information regarding Level 3 fair value measurements for the Private Placement warrants as of June 30, 2021 and December 31, 2020:

	Three Months Ended March 31, 2021
	As of June 30, 2021			As of December 31, 2020
Common stock subject to possible redemption
Private Placement Warrants
Numerator: Net income allocable to Class A common stock subject to possible redemption
Stock price	$	10.05		$	10.06
Amortized Interest income on marketable securities held in trust	$	25,599
Strike price	$	11.50		$	11.50
Less: interest available to be withdrawn for payment of taxes		(25,599	)
Term (in years)		5.3			6.3
Net income allocable to Class A common stock subject to possible redemption	$	-
Volatility (pre/post business combination)		12%/20	%		10%/25	%
Denominator: Weighted Average Redeemable Class A common stock
Risk-free rate		0.9	%		0.4	%
Redeemable Class A Common Stock, Basic and Diluted		16,659,314
Dividend yield		0.0	%		0.0	%
Basic and Diluted net income per share, Redeemable Class A Common Stock	$	0.00
Probability of business combination		95	%		85	%
Non-Redeemable Common Stock
Redemption Price	$	—		$	—
Numerator: Net income minus redeemable net earnings
Fair value of warrants	$	1.42		$	1.35
Net income	$	5,842,047
Redeemable net earnings		-
Non-redeemable net income	$	5,842,047
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock		8,340,686
Basic and diluted net income per share, common stock	$	0.70

~~Income~~Due ~~Taxes~~to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, the Company used the market quote to calculate fair value, which was $1.24 at June 30, 2021 and $1.12 at December 31, 2020.

The ~~Company~~following ~~follows~~table ~~the~~presents ~~asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for~~ the ~~estimated~~changes future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~years in which those temporary differences are expected to be recovered or settled. The~~ ~~effect~~fair onvalue ~~deferred tax assets and liabilities~~ of awarrant change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.liabilities:

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. 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.

	Private Placement		Public		Warrant Liabilities

Fair value as of December 31, 2020	$	11,812,500	$	11,200,000	$	23,012,500
Change in fair value of warrant liability		612,500		1,200,000		1,812,500

Fair value as of June 30, 2021	$	12,425,000	$	12,400,000	$	24,825,000

~~Recent~~Concentration ~~Accounting~~of ~~Pronouncements~~Credit Risk

~~Management~~Financial ~~does~~instruments ~~not~~that ~~believe~~potentially subject ~~that~~the ~~any~~Company ~~recently~~to ~~issued~~concentrations of credit risk consist of a cash account in a financial institution, ~~but~~which, ~~not~~at ~~effective~~times, ~~accounting~~may ~~standards~~exceed the Federal Depository Insurance Corporation limit of $250,000. ifAs ~~currently~~of ~~adopted~~June 30, ~~would~~2021, ~~have~~the aCompany ~~material~~has ~~effect~~not experienced losses on this account and management believes the Company~~’s financial~~ ~~statements~~is not exposed to significant risks on such account.

13Class A Common Stock Subject to Possible Redemption

~~Note~~The 3Company —accounts ~~Private~~for ~~Placement~~its ~~Warrants~~Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 16,214,818 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

~~Simultaneously~~Net ~~with~~Loss ~~the~~Per ~~closing of~~Common the IPO, the Sponsor purchased an aggregate of 8,104,244 warrants at a price of $1.00 per warrant, with each warrant exercisable to purchase one share of the Class A common stock at a price of $11.50 per share, in a private placement. B. Riley Principal Investments, LLC purchased an aggregate of 645,756 identical warrants at a purchase price of $1.00 per warrant, generating aggregate gross proceeds of $8,750,000. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account such that, at the time of closing, $203.0 million was held in the Trust Account. If the Company does not complete the initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.Share

~~Note~~Net 4loss —per ~~Related~~common ~~Party~~share ~~Transactions~~is computed by dividing net loss by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted net loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 18,750,000 shares of Class A common stock in the aggregate.

~~Founder Shares~~13

OnThe ~~August~~Company’s ~~21,~~statements ~~2020,~~of ~~the Sponsor~~operations ~~paid~~include ~~$25,000,~~a orpresentation ~~approximately~~of ~~$0.0035~~net loss per share, tofor ~~cover~~Class ~~certain~~A ~~offering~~common ~~costs~~stock subject to possible redemption in ~~consideration~~a ~~for~~manner 7similar to the two-class method of net loss per common share. Net loss per common share,~~187~~ basic and diluted,~~500~~ ~~shares~~for ofredeemable Class B A common stock, ~~par~~is ~~value~~calculated by ~~$0.0001~~dividing (the ~~“founder~~interest ~~shares”).~~income Inearned ~~October~~on ~~2020~~the Trust Account, ~~the~~less ~~Sponsor~~interest ~~returned~~available to ~~the~~be ~~Company,~~withdrawn atfor nothe ~~cost~~payment of taxes, by the anweighted ~~aggregate~~average number of ~~1,437,500~~redeemable ~~founder~~Class ~~shares,~~A ~~which~~common ~~were~~stock ~~cancelled,~~outstanding ~~resulting~~since inoriginal anissuance. ~~aggregate~~Net ofloss ~~5,750,000~~per ~~founder~~common ~~shares~~stock, ~~outstanding~~basic and ~~held~~diluted, byfor ~~the~~non-redeemable ~~Sponsor.~~Class UpA toand ~~750,000~~Class ~~founder~~B ~~shares~~common ~~were~~stock ~~subject~~is tocalculated ~~forfeiture~~by todividing ~~the~~net ~~extent~~loss, ~~that~~adjusted ~~the~~for ~~over-allotment~~loss ~~option~~attributable ~~was~~to ~~not exercised~~redeemable inClass ~~full~~A common stock, by the ~~underwriters.~~weighted ~~The~~average ~~forfeiture~~number ~~was~~of toshares beof ~~adjusted~~non-redeemable toClass ~~the~~A ~~extent~~and ~~that~~Class ~~the~~B ~~over-allotment~~common ~~option~~stock ~~was~~outstanding ~~not~~for ~~exercised~~the periods. inShares ~~full by~~of ~~the~~non-redeemable ~~underwriters~~Class soB ~~that~~common stock include the founder shares ~~will~~as ~~represent~~these ~~20.0%~~common ofshares ~~the~~do ~~Company’s~~not ~~issued~~have any redemption features and ~~outstanding~~do ~~common~~not ~~stock~~participate ~~after~~in the ~~IPO.~~ Onincome ~~November~~earned 2,on ~~2020,~~the ~~750,000~~Trust ~~founder shares were forfeited~~Account.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Common stock subject to possible redemption
Numerator: Net loss allocable to Class A common stock subject to possible redemption
Amortized Interest income on marketable securities held in trust	$	11,731		$	35,814
Less: interest available to be withdrawn for payment of taxes		(11,731	)		(35,814	)
Net income allocable to Class A common stock subject to possible redemption	$	-		$	-
Denominator: Weighted Average Redeemable Class A common stock
Redeemable Class A Common Stock, Basic and Diluted		17,234,885			16,948,707
Basic and Diluted net income per share, Redeemable Class A Common Stock	$	0.00		$	0.00

Non-Redeemable Common Stock
Numerator: Net income minus redeemable net earnings
Net loss	$	(10,283,681	)	$	(4,441,634	)
Redeemable net earnings		—			—
Non-redeemable net income	$	(10,283,861	)	$	(4,441,634	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock		7,765,115			8,051,293
Basic and diluted net loss per share, common stock	$	(1.32	)	$	(0.55	)

~~Working~~Income ~~Capital Loans~~Taxes

InThe ~~addition,~~Company infollows ~~order~~the toasset ~~finance~~and ~~transaction~~liability ~~costs~~method inof ~~connection~~accounting ~~with~~for aincome ~~Business~~taxes ~~Combination,~~under ~~the~~FASB ~~Sponsor~~ASC ~~or an affiliate of the Sponsor~~740, or“Income ~~certain~~Taxes.” ofDeferred ~~the~~tax ~~Company’s~~assets ~~officers~~ and ~~directors~~ ~~may,~~liabilities ~~but~~ are ~~not~~recognized ~~obligated to, loan~~ for the ~~Company~~estimated ~~funds~~future astax ~~may~~consequences beattributable ~~required~~to ~~(“Working~~differences ~~Capital~~between ~~Loans”). If~~ the ~~Company completes~~financial astatements ~~Business~~carrying ~~Combination,~~amounts ~~the~~of ~~Company~~existing ~~would~~assets and ~~repay~~liabilities ~~the~~and ~~Working~~their ~~Capital~~respective ~~Loans~~tax bases. InDeferred ~~the~~tax ~~event~~assets ~~that~~and aliabilities ~~Business~~are ~~Combination~~measured ~~does~~using ~~not close,~~enacted ~~the~~tax ~~Company~~rates ~~may~~expected ~~use~~to aapply to ~~portion~~taxable ofincome ~~proceeds~~in ~~held outside~~ the ~~Trust~~years ~~Account to repay the Working Capital Loans but no proceeds held~~ in ~~the~~which ~~Trust~~those ~~Account~~temporary ~~would~~differences beare ~~used~~expected to ~~repay~~be ~~the~~recovered ~~Working~~or ~~Capital Loans~~settled. The ~~Working~~effect ~~Capital~~on ~~Loans~~deferred ~~would~~tax assets ~~either~~and beliabilities ~~repaid~~of ~~upon~~a ~~consummation~~change ofin atax ~~Business~~rates ~~Combination,~~is ~~without~~recognized ~~interest,~~in ~~or,~~income atin the ~~lender’s discretion,~~period upthat toincluded ~~$1.5~~the ~~million~~enactment ofdate. ~~such~~Valuation ~~Working~~allowances are ~~Capital~~established, ~~Loans~~when ~~may~~necessary, beto ~~convertible~~reduce ~~into~~deferred ~~Private~~tax ~~Placement~~assets ~~Warrants~~to atthe aamount ~~price~~expected ofto ~~$1.00~~be ~~per warrant~~realized.

~~Accordingly,~~ASC on740 ~~May~~prescribes ~~17,~~a ~~2021,~~recognition ~~the~~threshold ~~Company~~ and ~~Sponsor~~a ~~entered~~measurement ~~into~~attribute afor ~~Working~~the ~~Capital~~financial ~~Loan~~statements’ ~~for~~recognition ~~the~~and ~~Company~~measurement toof ~~borrow~~tax uppositions taken or expected to $1be taken in a tax return.0 ~~million,~~For those benefits to be ~~used~~recognized, toa ~~fund~~tax ~~working~~position ~~capital~~must ~~needs~~be ~~over the~~more ~~next~~likely 12than ~~months~~not ~~(“First~~to ~~Working~~be ~~Capital~~sustained ~~Loan”)~~upon examination by taxing authorities. The ~~First~~Company ~~Working~~recognizes ~~Capital~~accrued ~~Loan~~interest ~~will~~and ~~mature~~penalties ~~the~~related ~~earlier~~to ofunrecognized ~~(i)~~tax ~~May~~benefits ~~31,~~as ~~2022~~income tax expense. orThere ~~(ii)~~were ~~the~~no ~~date~~unrecognized ontax ~~which~~benefits ~~the~~and ~~initial~~no ~~Business~~amounts ~~Combination~~accrued isfor ~~completed,~~interest ~~will~~and ~~not~~penalties ~~accrue~~as ~~any~~of ~~interest~~June ~~while~~30, it2021 ~~remains~~and ~~outstanding~~December 31, ~~and~~2020. The Company is ~~subject~~currently tonot ~~standard~~aware ~~terms~~of ~~and~~any ~~conditions.~~issues Asunder ofreview ~~May~~that ~~21,~~could ~~2021~~result in significant payments, ~~the~~accruals or material deviation from its position. The Company ~~had~~is nosubject ~~borrowings~~to ~~under~~income ~~the~~tax ~~First~~examinations ~~Working~~by ~~Capital~~major ~~Loan~~taxing authorities since inception.

~~Administrative Support Agreement~~ 14

~~Commencing~~Recent onAccounting October 19, 2020, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2021, the Company incurred $30,000 administrative support fees.Pronouncements

14Management 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.

Note 53 — ~~Investment~~Private ~~Held~~Placement ~~in Trust Account~~Warrants

AsSimultaneously with the closing of ~~March~~the 31IPO, ~~2021, investments~~the inSponsor ~~the~~purchased ~~Trust~~an ~~Account~~aggregate ~~consisted~~ of ~~$12~~8,~~650~~104,244 inwarrants ~~U.S.~~at ~~Money~~a ~~Market~~price ~~and~~of $~~203~~1.00 per warrant,~~046,038~~ inwith ~~U.S.~~each ~~Treasury~~warrant ~~Securities.~~exercisable ~~The~~to ~~U.S.~~purchase ~~Treasury~~one ~~Securities~~share ~~mature~~of onthe ~~June~~Class A ~~29,~~common ~~2021.~~stock ~~The~~at ~~Company~~a ~~classifies~~price ~~its~~of U$11.S.50 ~~Treasury~~per ~~securities~~share, asin ~~held-to-maturity~~a inprivate ~~accordance~~placement. ~~with~~B. ~~FASB~~Riley ~~ASC~~purchased ~~320~~an ~~“Investments~~aggregate of 645,756 identical —warrants ~~Debt~~at ~~and~~a ~~Equity~~purchase ~~Securities.”~~price ~~Held-to-maturity~~of ~~treasury~~$1.00 ~~securities~~per ~~are~~warrant, ~~recorded~~generating ataggregate ~~amortized~~gross ~~cost~~proceeds ~~and~~of ~~adjusted~~$8,750,000. A ~~for~~portion of the ~~amortization~~purchase price orof ~~accretion~~the ofPrivate ~~premiums~~Placement orWarrants ~~discounts.~~were ~~The~~added ~~Company~~to ~~considers~~the ~~all~~proceeds ~~investments~~from ~~with~~the ~~original~~IPO ~~maturities~~to ofbe ~~more~~held ~~than~~in ~~three~~the ~~months~~Trust ~~but~~Account ~~less than~~such ~~one~~that, ~~year~~at tothe betime ~~short-term~~of ~~investments~~closing, $203.0 ~~The~~million ~~carrying~~was ~~value~~held ~~approximates~~in the ~~fair~~Trust ~~value~~Account. ~~due~~If tothe ~~its~~Company ~~short-term~~does ~~maturity.~~not ~~The~~complete ~~carrying value,~~the ~~excluding~~initial ~~gross~~Business ~~unrealized~~Combination ~~holding~~within ~~loss~~the Combination Period, ~~and~~the ~~fair~~proceeds ~~value~~from the sale of the Private Placement Warrants held in the Trust Account will be used to ~~maturity~~fund ~~securities~~the onredemption ~~March~~of the ~~31,~~public ~~2021~~shares (subject to the requirements of applicable law) and ~~December~~the ~~31,~~Private ~~2020~~Placement ~~are as~~Warrants ~~follows:~~will expire worthless.

March 31, 2021	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of
U.S. Money Market	$	12,650	$	-	$	-	$	12,650
U.S. Treasury Securities		203,046,038		9,901		-		203,055,939
	$	203,058,688	$	9,901	$	-	$	203,068,589

Note 4 — Related Party Transactions

December 31, 2020	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of
U.S. Money Market	$	5,071	$	-	$	-	$	5,071
U.S. Treasury Securities		203,023,911		6,784		-		203,030,695
	$	203,028,982	$	6,784	$	-	$	203,035,766

Founder Shares

~~Note~~On 6August —21, ~~Commitments~~2020, the Sponsor paid $25,000, or approximately $0.0035 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B common stock, par value $0.0001 (the “founder shares”). In October 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 founder shares, which were cancelled, resulting in an aggregate of 5,750,000 founder shares outstanding and ~~Contingencies~~held by the Sponsor. Up to 750,000 founder shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the founder shares will represent 20.0% of the Company’s issued and outstanding common stock after the IPO. On November 2, 2020, 750,000 founder shares were forfeited.

~~Registration~~The ~~Rights~~initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

~~The~~Working ~~holders~~Capital of (i) the founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans (and the securities underlying such securities) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Loans

~~Underwriting~~In ~~Agreement~~addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant.

~~The~~Accordingly, ~~Company~~on ~~granted~~May 17, 2021, the ~~underwriters~~Company aand ~~45-day~~Sponsor entered into ~~option~~a ~~from~~Working ~~the~~Capital ~~date~~Loan offor the ~~IPO~~Company to ~~purchase~~borrow up to 3$1.0 million,~~000,000~~ ~~additional~~to ~~Units~~be used to ~~cover~~fund ~~over-allotments,~~working ifcapital ~~any,~~needs atover the ~~price~~next ~~paid~~12 ~~by the~~months ~~underwriters~~(“First inWorking ~~the~~Capital ~~IPO~~Loan”). The ~~underwriters~~First ~~were~~Working ~~paid~~Capital anLoan ~~underwriting~~will ~~discount~~mature ~~of $0.20 per unit, or $4,000,000 upon~~ the ~~closing~~earlier of ~~the IPO.~~(i) ~~Additionally,~~May ~~a deferred underwriting discount of $0.35 per unit~~31, 2022 or ~~$7,000,000~~(ii) in the ~~aggregate~~date on ~~will~~which ~~be payable to~~ the ~~underwriters from~~initial ~~the~~Business ~~amounts~~Combination ~~held~~is incompleted, ~~the~~will ~~Trust~~not ~~Account~~accrue ~~solely~~any ininterest ~~the~~while ~~event~~it ~~that~~remains ~~the~~outstanding, ~~Company~~and ~~completes~~is ~~a Business Combination,~~ subject to ~~the terms~~standard ofterms ~~the~~and ~~underwriting agreement~~conditions. ~~The~~As ~~underwriters~~of ~~did~~June ~~not~~30, ~~exercise~~2021, the ~~over-allotment~~Company ~~option~~had $300,000 ~~and~~of onborrowings ~~November~~outstanding 2,under ~~2020,~~the ~~750,000~~First ~~founder~~Working ~~shares were~~Capital ~~forfeited~~Loan.

~~Note~~On 7July —19, ~~Stockholders’~~2021, ~~Equity~~the Company amended and restated the First Working Capital Loan by increasing the amount the Company can borrow to $2.5 million and extending the maturity to the earlier of (i) December 31, 2022 or (ii) the date on which the initial Business Combination is completed. All other terms remain unchanged. No additional borrowings have been made under the First Working Capital Loan as of July 30, 2021.

~~Preferred~~Administrative ~~Stock~~Support — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no preferred stock issued or outstanding.Agreement

~~Class A~~Commencing ~~Common Stock~~on —October ~~The~~19, ~~Company~~2020, isthe ~~authorized~~Company agreed to ~~issue~~pay ~~200~~the Sponsor a total of $10,000~~,000~~ ~~shares~~per ofmonth ~~Class A~~for ~~common~~office ~~stock~~space, ~~with~~secretarial aand ~~par~~administrative ~~value~~services. Upon completion of ~~$0.0001~~the ~~per~~initial ~~share.~~Business AtCombination ~~March~~or ~~31,~~the ~~2021~~Company’s liquidation, ~~there~~the ~~were~~Company ~~2,765,115~~will ~~shares~~cease ofpaying ~~Class A~~these ~~common~~monthly ~~stock~~fees. ~~issued~~The orCompany ~~outstanding~~incurred $30,000 and ~~excluding~~$60,000 17of administrative support fees,~~234~~ respectively,~~885~~ ~~shares subject~~during tothe ~~possible~~three ~~redemption~~months and six months ended June 30, 2021.

~~Class B~~Subscription Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B common stock. At March 31, 2021, there were 5,000,000 shares of Class B common stock issued and outstanding.Agreements

~~Holders~~On ~~of the Class~~June ~~A common~~9, ~~stocks~~2021, ~~and~~concurrently ~~holders~~with the execution of the ~~Class B~~Merger ~~common~~Agreement, ~~stocks~~CCUR ~~will~~Holdings, ~~vote~~Inc, ~~together~~one asof athe ~~single~~managing ~~class~~members onof ~~all~~our ~~matters~~Sponsor, ~~submitted~~and toMILFAM aInvestments ~~vote of the stockholders~~LLC, ~~except~~an asaffiliate ~~required~~of byMILFAM CI ~~law~~LLC orSPARTACUS, ~~stock~~one ~~exchange rule; provided that only holders~~ of the ~~Class B~~managing ~~common~~members ~~stocks~~of ~~have the~~our ~~right~~Sponsor, toentered ~~vote~~into ona ~~the~~PIPE ~~election~~Subscription ofAgreement ~~the Company’s directors prior~~ to ~~the~~each ~~initial~~purchase ~~Business Combination and holders of a majority~~1,105,000 shares of ~~the Company’s~~ Class BA common ~~stocks~~stock ~~may~~in ~~remove a member of~~ the ~~board~~PIPE ~~of directors for any reason~~Investment.

~~The~~Director Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stocks issued and ~~outstanding~~Officer (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the IPO, plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one.Indemnification

16The Company’s certificate of incorporation authorizes indemnification and advancement of expenses for its directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

~~Warrants~~Expense — The Public Warrants will become exercisable on the later of (a) 30 days from the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.Reimbursement

The Company’s ~~may~~officers ~~call~~and ~~the~~directors ~~Public~~are ~~Warrants~~entitled to reimbursement for ~~redemption:~~any out-of-pocket expenses incurred in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combination targets.

●Note in5 ~~whole~~— ~~and~~Investment ~~not~~Held in ~~part;~~Trust Account

●As atof aJune ~~price~~30, 2021, investments in the Trust Account consisted of $0203,004,294 in U.01S. ~~per~~Money ~~warrant;~~Market funds. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on June 30, 2021 and December 31, 2020 are as follows:

● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

June 30, 2021	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of
U.S. Money Market	$	203,004,294	$	—	$	—	$	203,004,294
U.S. Treasury Securities		—		—		—		—
	$	203,004,294	$	—	$	—	$	203,004,294

● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

December 31, 2020	Carrying Value/Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of
U.S. Money Market	$	5,071	$	—	$	—	$	5,071
U.S. Treasury Securities		203,023,911		6,784		—		203,030,695
	$	203,028,982	$	6,784	$	—	$	203,035,766

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.16

IfNote ~~(x) the~~6 ~~Company~~— ~~issues additional~~Commitments Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance)(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stocks during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.Contingencies

17Registration Rights

~~ITEM~~The 2holders of (i) the founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans (and the securities underlying such securities) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement executed on October 15, 2020 and expected to be superseded by a new registration rights agreement to be entered into in connection with the initial Business Combination. ~~MANAGEMENT’S~~In ~~DISCUSSION~~the ~~AND~~new ~~ANALYSIS~~registration OFrights ~~FINANCIAL~~agreement, ~~CONDITION~~the ~~AND~~holders ~~RESULTS~~of OFthese ~~OPERATIONS~~securities will be entitled to certain demand rights and piggyback rights, subject to underwriter cutbacks and issuer blackout periods. Shelf will agree to pay certain fees and expenses incurred in connection with the filing of any such registration statements.

~~References~~Underwriting in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Spartacus Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Spartacus Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Agreement

~~Special~~The ~~Note~~Company ~~Regarding~~granted ~~Forward~~the underwriters a 45-~~Looking~~day option ~~Statements~~from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the IPO. The underwriters were paid an underwriting discount of $0.20 per unit, or $4,000,000 upon the closing of the IPO. Additionally, a deferred underwriting discount of $0.35 per unit, or $7,000,000 in the aggregate will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters did not exercise the over-allotment option, and on November 2, 2020, 750,000 founder shares were forfeited.

~~This~~Note ~~Quarterly~~7 ~~Report~~— includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “ManagementStockholders’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (“IPO”) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Equity

~~Overview~~Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021, there was no preferred stock issued or outstanding.

WeClass A ~~are~~Common aStock ~~newly~~— The ~~organized~~Company ~~blank~~is ~~check~~authorized ~~company~~to ~~incorporated on~~issue ~~August 10~~200,000,000 ~~2020~~shares ~~as a Delaware corporation formed for the purpose~~ of ~~effecting~~Class A acommon ~~merger, capital~~ stock ~~exchange, asset acquisition, stock purchase, reorganization or other similar business combination~~ with ~~one~~a orpar ~~more~~value ~~businesses,~~of ~~which~~$0.0001 weper ~~refer to throughout this prospectus as our initial business combination (“Business Combination”)~~share. WeAt ~~intend~~June ~~to effectuate our initial Business Combination using~~30, ~~cash from the proceeds our IPO and the private placement of warrants~~2021, ~~the~~there ~~proceeds~~were ~~of the sale of our shares in connection with our initial Business Combination (pursuant to backstop agreements we may enter into)~~3,785,182 shares ~~issued to the owners~~ of ~~the~~Class A ~~target,~~common ~~debt~~stock issued ~~to banks~~ or ~~other~~outstanding, ~~lenders~~excluding ~~or the owners of the target~~16,214,818 orshares asubject ~~combination~~to ~~of the foregoing~~possible redemption.

Class B Common Stock — The ~~issuance~~Company ofis ~~additional~~authorized to issue 20,000,000 shares inof ~~connection~~ Class B common stock with ana ~~initial~~par ~~Business~~value ~~Combination~~of $0.0001 per share. Holders are entitled to ~~the~~one ~~owners~~vote for each share of ~~the~~Class B ~~target~~common orstock. ~~other~~At ~~investors:~~June 30, 2021, there were 5,000,000 shares of Class B common stock issued and outstanding.

●Holders of ~~may~~the ~~significantly~~Class A ~~dilute~~common ~~the~~stocks ~~equity~~and ~~interest~~holders of ~~investors in our IPO, which dilution would increase if~~ the ~~anti-dilution provisions in the~~ Class B common ~~stock~~stocks ~~resulted~~will invote ~~the~~together ~~issuance~~as ofa ~~Class~~single Aclass ~~shares~~ on aall ~~greater~~matters ~~than one-~~submitted to~~-one~~ ~~basis~~a ~~upon~~vote ~~conversion~~ of the ~~Class~~stockholders, Bexcept ~~common~~as ~~stock;~~required ●by ~~may~~law ~~subordinate~~or ~~the rights of holders of our common~~ stock ifexchange ~~preferred stock is issued with rights senior to those afforded our common stock~~rule; ●provided ~~could~~that ~~cause~~only aholders ~~change in control if a substantial number~~ of ~~shares~~the ofClass B ~~our~~ common stocks ~~stock~~have isthe ~~issued,~~right ~~which may affect, among other things, our ability~~ to ~~use~~vote ~~our~~on ~~net operating loss carry forwards, if any, and could result in~~ the ~~resignation~~election ~~or removal~~ of ~~our~~the ~~present~~Company’s ~~officers and~~ directors; ●prior ~~may~~to ~~have~~ the ~~effect~~initial ofBusiness ~~delaying~~Combination orand ~~preventing~~holders of a ~~change~~majority of ~~control of us by diluting~~ the ~~stock~~Company’s ~~ownership~~Class B orcommon ~~voting~~stocks ~~rights~~may ofremove a ~~person~~member ~~seeking~~of tothe ~~obtain~~board ~~control~~ of ~~us;~~directors ~~and ● may adversely affect prevailing market prices~~ for ~~our~~any ~~Class A common stock and/or warrants~~reason.

18The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stocks issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the IPO, plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one.

~~Similarly, if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in:~~17

●Warrants — ~~default~~The ~~and~~Public ~~foreclosure~~Warrants will become exercisable on ~~our~~the ~~assets~~later ifof ~~our~~(a) ~~operating~~30 days ~~revenues~~from ~~after~~the ancompletion ~~initial~~of a Business Combination or ~~are~~(b) ~~insufficient~~12 tomonths ~~repay~~from ~~our~~the ~~debt~~closing ~~obligations~~of the IPO; ●provided ~~acceleration~~in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of ~~our~~the ~~obligations~~warrants and a current prospectus relating to ~~repay~~them is available (or the ~~indebtedness~~Company ~~even~~permits ifholders weto ~~make~~exercise ~~all~~their ~~principal~~warrants on a cashless basis and ~~interest~~such ~~payments~~cashless ~~when~~exercise ~~due~~is ifexempt wefrom registration ~~breach~~under ~~certain~~the ~~covenants~~Securities Act). The Company has agreed that ~~require~~as soon as practicable, but in no event later than 15 business days after the ~~maintenance~~closing of ~~certain~~the ~~financial~~initial ~~ratios~~Business orCombination, ~~reserves~~the ~~without~~Company awill ~~waiver~~use orits ~~renegotiation~~best ofefforts ~~that~~to ~~covenant;~~file ●with ~~our~~the ~~immediate~~SEC ~~payment~~and have an effective registration statement covering the Class A common stock issuable upon exercise of ~~all~~the ~~principal~~warrants and ~~accrued~~to ~~interest,~~maintain ifa ~~any,~~current ifprospectus relating to those Class A common stock until the ~~debt~~warrants ~~security~~expire isor ~~payable~~are onredeemed, ~~demand;~~as ●specified ~~our~~in ~~inability~~the towarrant ~~obtain~~agreement. ~~necessary~~If ~~additional~~a ~~financing~~registration statement ifcovering the ~~debt~~Class A ~~security~~common ~~contains~~stock ~~covenants~~issuable ~~restricting~~upon ~~our~~exercise ~~ability~~of tothe ~~obtain~~warrants ~~such~~is ~~financing~~not ~~while~~effective by the ~~debt~~60th ~~security~~business day after the closing of the initial Business Combination, warrant holders may, until such time as there is ~~outstanding;~~an ●effective ~~our~~registration statement ~~inability~~and during any period when the Company will have failed to ~~pay~~maintain ~~dividends~~an effective registration statement, exercise warrants on ~~our~~a ~~common~~“cashless ~~stock;~~basis” ●in ~~using~~accordance with Section 3(a)(9) ~~substantial~~of ~~portion~~the ofSecurities ~~our~~Act ~~cash~~or ~~flow~~another toexemption. ~~pay~~Notwithstanding the ~~principal~~above, ~~and~~if ~~interest~~the onCompany’s ~~our~~Class A ~~debt,~~common ~~which~~stock ~~will~~are ~~reduce~~at the ~~funds~~time ~~available~~of ~~for~~any ~~dividends~~exercise of a warrant not listed on ~~our~~a ~~common~~national ~~stock~~securities exchange ifsuch ~~declared,~~that ~~our~~they ~~ability~~satisfy tothe ~~pay~~definition ~~expenses,~~of ~~make~~a ~~capital~~“covered ~~expenditures~~security” ~~and~~under ~~acquisitions,~~Section 18(b)(1) ~~and~~of ~~fund~~the ~~other~~Securities ~~general~~Act, the ~~corporate~~Company ~~purposes;~~may, ●at ~~limitations~~its onoption, ~~our~~require ~~flexibility~~holders inof ~~planning~~Public ~~for~~Warrants ~~and~~who ~~reacting~~exercise their warrants to ~~changes~~do so on a “cashless basis” in ~~our~~accordance ~~business~~with Section 3(a)(9) of the Securities Act and, in the ~~industry~~event inthe ~~which~~Company weso ~~operate;~~elect, ●the ~~increased~~Company ~~vulnerability~~will not be required to ~~adverse~~file ~~changes~~or maintain in ~~general~~effect ~~economic,~~a ~~industry~~registration statement, and ~~competitive~~in ~~conditions~~the ~~and~~event ~~adverse~~the ~~changes~~Company indoes ~~government~~not ~~regulation;~~so ●elect, ~~limitations~~the onCompany ~~our~~will ~~ability~~use its best efforts to ~~borrow~~register ~~additional~~or ~~amounts~~qualify ~~for~~the ~~expenses,~~shares ~~capital~~under ~~expenditures,~~applicable ~~acquisitions,~~blue ~~debt~~sky ~~service~~laws ~~requirements,~~to ~~and~~the ~~execution~~extent ofan ~~our~~exemption ~~strategy;~~is ~~and~~not ●available. ~~other~~The ~~purposes~~warrants ~~and~~will expire ~~other~~five ~~disadvantages~~years ~~compared~~after tothe ~~our~~completion ~~competitors~~of ~~who~~a ~~have~~Business ~~less~~Combination ~~debt~~or earlier upon redemption or liquidation.

WeThe Company ~~expect~~may tocall ~~continue to incur significant costs in~~ the ~~pursuit~~Public ofWarrants ~~our~~for ~~acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.~~redemption:

~~Results~~● ofin ~~Operations~~whole and not in part;

We● ~~have~~at neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO, and identifying a ~~target~~price ~~for our initial Business Combination. We do not expect to generate any operating revenues until after completion~~ of ~~our initial Business Combination~~$0.01 Weper generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination.warrant;

~~For~~● ~~the~~upon ~~three~~not ~~months~~less ~~ended~~than ~~March~~30 ~~31,~~days’ ~~2021,~~prior ~~we had~~written anotice ~~loss~~of ~~from~~redemption ~~operations~~(the of“30-day ~~$650,160,~~redemption ~~which~~period”) ~~consists~~to ofeach ~~formation~~warrant ~~and~~holder; ~~operating costs.~~and

~~Liquidity~~● if, and ~~Capital~~only ~~Resources~~if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

~~Until~~If the Company calls the ~~consummation~~Public ofWarrants for redemption, management will have the ~~IPO~~option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the ~~Company’s~~warrant agreement. Additionally, in no event will the ~~only~~Company ~~sources~~be ofrequired ~~liquidity~~to ~~were~~net cash settle any warrants. If the ~~proceeds~~Company ~~from~~is unable to complete the initial ~~purchase~~Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of ~~Class~~warrants Bwill ~~common~~not ~~stock~~receive byany ~~our~~of ~~Sponsor~~such ~~and~~funds with ~~loans~~respect to their warrants, nor will they receive any distribution from ~~our~~the ~~Sponsor~~Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

OnIf (x) the ~~October~~Company ~~19,~~issues ~~2020,~~additional weClass ~~consummated~~A ~~the~~common ~~IPO~~stock ofor equity-linked securities for capital raising purposes in connection with anthe ~~aggregate~~closing of ~~20,000,000~~its ~~Units~~initial Business Combination at aan issue price or effective issue price of less than $109.0020 per ~~unit~~Class ~~generating~~A ~~gross~~common ~~proceeds~~stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of ~~approximately~~directors ~~$200~~and,~~000~~ in the case of any such issuance to the initial stockholders or their affiliates,~~000~~ ~~before~~without ~~underwriting~~taking into account any founder shares held by the ~~discounts~~initial ~~and~~stockholders ~~expenses.~~or ~~Simultaneously~~such ~~with~~affiliates, as applicable, prior to such issuance)(the ~~consummation~~“Newly ofIssued Price”), (y) the ~~IPO~~aggregate gross weproceeds ~~consummated~~from asuch ~~private~~issuances ~~placement~~represent more than 60% of 8the total equity proceeds,~~750~~ and interest thereon,~~000~~ ~~warrants~~available (for the funding ~~“Private~~of ~~Placement~~the ~~Warrants”~~initial Business Combination (net of redemptions), ~~each~~and ~~exercisable~~(z) the tovolume ~~purchase~~weighted ~~one~~average ~~share~~trading price of ~~our~~the ~~Class~~Company’s Common AStocks ~~common~~during ~~stock~~the at20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $119.5020 per share, tothe exercise price of the warrants will be adjusted (to the ~~Sponsor~~nearest atcent) ato ~~price~~be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $118.00 per ~~Private~~share redemption ~~Placement~~trigger ~~Warrant,~~price ~~generating~~described ~~gross~~above ~~proceeds,~~will ~~before~~be ~~expenses,~~adjusted (to the nearest cent) to be equal to 180% of ~~approximately~~the ~~$8,750,000~~higher of the Market Value and the Newly Issued Price.

1918

~~For the three-month period ending March 31, 2021, cash used in operating~~ITEM ~~activities was $700,913~~2. ~~Operating~~MANAGEMENT’S ~~cash~~DISCUSSION ~~used~~AND ~~during~~ANALYSIS ~~this~~OF ~~period~~FINANCIAL ~~was~~CONDITION ~~primarily~~AND ~~attributable~~RESULTS toOF ~~the payment of formation and operating costs.~~OPERATIONS

AsReferences in ofthis ~~March~~report ~~31,~~(the ~~2021~~“Quarterly weReport”) ~~had~~to ~~cash~~“we,” in“us” or the ~~Trust Account~~“Company” ofrefer ~~$203,058,688. We intend~~ to ~~use~~Spartacus Acquisition ~~substantially~~Corporation. ~~all~~References ofto ~~the~~our ~~funds~~“management” ~~held~~or inour ~~the~~“management ~~Trust~~team” ~~Account,~~refer ~~including~~to ~~any~~our ~~amounts~~officers ~~representing~~and directors, ~~interest~~and ~~earned~~references onto the ~~Trust~~“Sponsor” ~~Account~~refer ~~(less deferred underwriting commissions)~~ to ~~complete~~Spartacus ~~our~~Sponsor ~~initial Business Combination~~LLC. WeThe ~~may~~following ~~withdraw interest~~discussion toand ~~pay~~analysis ~~taxes.~~of To the ~~extent~~Company’s financial ~~that~~condition ~~our~~and ~~capital~~results ~~stock~~of oroperations ~~debt~~should isbe ~~used,~~read in ~~whole~~conjunction orwith inthe ~~part,~~financial asstatements ~~consideration~~and tothe ~~complete~~notes ~~our~~thereto ~~initial~~contained ~~Business~~elsewhere ~~Combination, the remaining proceeds held~~ in ~~the~~this ~~Trust~~Quarterly ~~Account~~Report. ~~will~~Certain beinformation ~~used~~contained asin ~~working~~the ~~capital~~discussion toand ~~finance~~analysis ~~the~~set ~~operations~~forth ofbelow ~~the~~includes forward-looking ~~target~~statements ~~business~~that orinvolve ~~businesses,~~risks ~~make other acquisitions~~ and ~~pursue our growth strategies~~uncertainties.

~~As of March 31, 2021, we had cash of $306,217~~Special ~~outside~~Note ofRegarding ~~the~~Forward-Looking Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.Statements

InThis ~~order~~Quarterly toReport ~~fund~~includes ~~working~~“forward-looking statements” ~~capital~~within ~~deficiencies~~the ormeaning ~~finance~~for ~~transaction costs~~Section in27A ~~connection~~of ~~with~~the ~~our~~Securities ~~initial~~Act ~~Business~~and ~~Combination,~~Section ~~our~~21E ~~Sponsor~~of ~~has~~the ~~agreed~~Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to ~~loan~~differ usmaterially ~~funds~~from asthose ~~may~~expected beand ~~required~~projected. inAll statements, ~~the~~other ~~form~~than statements of ~~working capital~~historical ~~loans.~~fact ~~The~~included ~~Company~~in ~~entered~~this ~~into~~Quarterly anReport ~~agreement~~including, ~~with~~without ~~the~~limitation, ~~Sponsor~~statements ~~for~~in ~~the~~this “Management’s ~~first~~Discussion ~~working~~and ~~capital~~Analysis ~~loan~~of Financial Condition and Results of ~~$1.0~~Operations” ~~million~~regarding onthe ~~May~~Company’s financial 17position, ~~2021, with~~business astrategy ~~maturity~~and ~~date~~the plans and objectives of ~~May~~management 31for future operations, ~~2022~~are forward-looking statements. Words Ifsuch weas ~~complete~~“expect,” ~~our~~“believe,” ~~initial~~“anticipate,” ~~Business~~“intend,” ~~Combination~~“estimate,” we“seek” and ~~would~~variations ~~repay~~and similar words and expressions are intended to identify such ~~loaned~~forward-looking ~~amounts~~statements. InSuch ~~the~~forward-looking ~~event~~statements ~~that~~relate ~~our~~to ~~initial~~future ~~Business~~events ~~Combination~~or ~~does~~future ~~not~~performance, ~~close~~but reflect management’s current beliefs, webased ~~may~~on ~~use~~information acurrently ~~portion~~available. A number of ~~the~~factors ~~working~~could ~~capital~~cause ~~held~~actual ~~outside~~events, ~~the~~performance ~~Trust~~or ~~Account~~results to ~~repay such~~differ ~~loaned~~materially ~~amounts~~from ~~but~~the noevents, ~~proceeds~~performance ~~from~~and ~~our~~results ~~Trust~~discussed in ~~Account~~the ~~would~~forward-looking bestatements. ~~used~~For ~~for~~information ~~such~~identifying ~~repayment.~~important Upfactors that could cause actual results to $1differ materially from those anticipated in the forward-looking statements,~~500,000~~ please refer to the Risk Factors section of ~~Working~~the ~~Capital~~Company’s ~~Loans~~December 31, ~~may~~2020 10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be ~~convertible~~accessed ~~into~~on ~~warrants~~the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the ~~price~~Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of ~~$1.00~~new ~~per~~information, future ~~warrant~~events or otherwise.

Based on its currently available cash on hand and access to the Working Capital Loans, the Company believes it has sufficient liquidity in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations.Overview

~~Off-Balance~~We are ~~Sheet~~a ~~Financing~~newly ~~Arrangements~~organized blank check company incorporated on August 10, 2020 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination (“Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds our IPO and the private placement of warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to backstop agreements we may enter into), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.19

~~Contractual~~The issuance ~~Obligations~~of additional shares in connection with an initial Business Combination to the owners of the target or other investors:

We● domay ~~not~~significantly ~~have~~dilute ~~any~~the ~~long-term~~equity ~~debt,~~interest ~~capital~~of ~~lease obligations~~investors in our IPO, ~~operating~~which ~~lease~~dilution ~~obligations~~would orincrease ~~long~~if the anti-~~term~~dilution ~~liabilities,~~provisions ~~other~~in ~~than~~the anClass ~~agreement~~B common stock resulted in the issuance of Class A common stock on a greater than one-to-one ~~pay~~basis anupon ~~affiliate~~conversion of the Class B common stock; ● may subordinate the rights of holders of our ~~Sponsor~~common stock if preferred stock is issued with rights senior to those afforded our common stock; ● could cause a ~~monthly fee~~change in control if a substantial number of ~~$10~~shares of our common stock is issued,~~000~~ ~~for~~which ~~office~~may ~~space~~affect, ~~utilities~~among ~~and~~other ~~administrative~~things, ~~support~~our ~~provided~~ability to ~~the~~use ~~Company.~~our Wenet ~~began~~operating ~~incurring~~loss ~~these~~carry ~~fees~~forwards, onif ~~October 15~~any, ~~2020~~ and ~~will~~could ~~continue~~result toin ~~incur~~the ~~these~~resignation ~~fees~~or ~~monthly~~removal ~~until~~of our present officers and directors; ● may have the ~~earlier~~effect of ~~the~~delaying ~~completion~~or preventing a change of control of us by diluting the ~~initial~~stock ~~Business~~ownership ~~Combination~~or voting rights of a person seeking to obtain control of us; and ~~the Company’s~~● ~~liquidation~~may adversely affect prevailing market prices for our Class A common stock and/or warrants.

~~The underwriter is entitled to deferred commissions~~Similarly, ofif ~~$0.35~~we ~~per~~issue ~~unit~~debt ofsecurities ~~the gross proceeds from the Units sold in the IPO,~~ or ~~$7,000,000~~otherwise inincur ~~the~~significant ~~aggregate.~~debt ~~The deferred commissions will become payable~~ to ~~the~~banks ~~underwriter~~or ~~from~~other ~~the~~lenders ~~amounts~~or ~~held in~~ the ~~Trust~~owners ~~Account~~of ~~solely in the event that we complete~~ a ~~Business Combination~~target, ~~subject~~ toit ~~the~~could ~~terms of the underwriting agreement.~~result in:

20● default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; ● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; ● our inability to pay dividends on our common stock; ● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; ● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and ● other purposes and other disadvantages compared to our competitors who have less debt.

~~Critical~~We expect ~~Accounting~~to ~~Estimates~~continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2 – Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this report. Our unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.20

~~Warrant~~Agreement and ~~Accounting~~Plan of Merger for a Business Combination

~~Pursuant~~On toJune ~~Accounting~~9, ~~Standards~~2021, ~~Codification Subtopic~~the ~~815-40~~Company entered into the ~~Company~~Merger ~~classifies~~Agreement ~~its~~with Spartacus ~~warrants~~Acquisition asShelf ~~derivative~~Corp., ~~liabilities~~a inDelaware ~~its~~corporation ~~financial~~(“Shelf”), ~~statements.~~NextNav, ~~Under~~LLC, ~~this~~a ~~accounting~~Delaware ~~treatment~~limited liability company, NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”), NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, and seven merger entities (“Merger Entities”). The Merger Entities are each wholly owned subsidiaries of Shelf. The Merger Agreement provides for, among other things, (a) MS 1 to be merged with and into the Company, iswith ~~required~~the toCompany ~~measure~~surviving the ~~fair~~merger; ~~value~~(b) MS of2 to be merged with and into Holdings, with Holdings surviving the ~~warrants~~merger; at(c) MS 3 to be merged with and into NEA Blocker, with NEA Blocker surviving the ~~end~~merger; of(d) ~~each~~MS ~~reporting~~4 ~~period~~to be merged with and ~~recognize~~into ~~changes~~Oak inBlocker, with Oak Blocker surviving the ~~fair~~merger; (e) MS 5 to be merged ~~value~~with ~~from~~and into Columbia Blocker, with Columbia Blocker surviving the ~~prior~~merger; ~~period~~(f) inMS 6 to be merged with and into GS Blocker 1, with GS Blocker 1 surviving the ~~Company’s~~merger; ~~operating~~and ~~results~~(g) ~~for~~MS 7 to be merged with and into GS Blocker 2, with GS Blocker 2 surviving the ~~current~~merger ~~period~~(the “Transactions”).

~~Recent~~As a ~~Accounting~~result ~~Pronouncements~~of the Transactions, the Company, NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2 and Holdings and the various operating subsidiaries of Holdings will become wholly owned subsidiaries of Shelf, and the Company’s stockholders, the equityholders of each of NEA Blocker, Oak Blocker, Columbia Blocker, GS Blocker 1, GS Blocker 2, and the equityholders of Holdings, will become stockholders of Shelf.

~~Management~~The aggregate ~~does~~consideration ~~not~~to ~~believe~~be ~~that~~paid ~~any~~to ~~recently issued~~the equityholders of Holdings, ~~but~~NEA ~~not~~Blocker, ~~yet~~Oak ~~effective~~Blocker, ~~accounting~~Columbia ~~pronouncements~~Blocker, ifGS ~~currently~~Blocker ~~adopted,~~1 ~~would~~and ~~have~~GS Blocker a2 ~~material~~in ~~effect~~the onTransactions ~~our~~will ~~condensed~~consist ~~financial~~of approximately 75 million shares of Shelf’s common stock. The number of shares of ~~statements~~the equity consideration will be based on a $10.00 per share value for Shelf’s common stock.

~~ITEM~~Pursuant to 3.the ~~QUANTITATIVE~~Company’s ~~AND~~amended ~~QUALITATIVE~~and ~~DISCLOSURES~~restated ~~ABOUT~~certificate ~~MARKET~~of ~~RISK~~incorporation and in accordance with the terms of the Merger Agreement, the Company will be providing its public stockholders with the opportunity to redeem, upon the closing of the Transactions, their shares of Class A common stock for cash equal to their pro rata share of the aggregate amount on deposit as of two business days prior to the consummation of the Transactions in the Trust Account (which holds the proceeds of the Company’s IPO, less taxes payable).

~~As of March 31, 2021, we were not subject to any~~Upon ~~market or interest rate risk. Following~~ the consummation of ~~our IPO,~~ the ~~net~~Business ~~proceeds of our IPO~~Combination, ~~including amounts in~~ the ~~Trust~~Company ~~Account, have~~intends ~~been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due~~ to ~~the~~change ~~short-term~~its ~~nature~~name ~~of these investments, we believe there will be no associated material exposure~~ to ~~interest~~“NextNav ~~rate risk~~Inc.”

~~ITEM~~The consummation 4.of ~~CONTROLS~~the ~~AND~~Business ~~PROCEDURES~~Combination is subject to certain conditions as further described in the Merger Agreement.

~~Disclosure~~Concurrently ~~controls are procedures that are designed~~ with the ~~objective~~execution ofand ~~ensuring~~delivery ~~that~~of ~~information~~the ~~required~~Merger toAgreement, certain beinstitutional ~~disclosed~~investors inentered ~~our~~into ~~reports~~subscription ~~filed~~agreements ~~under the Securities Exchange Act of 1934, as amended~~ (the “~~Exchange Act~~PIPE”), ispursuant recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to ~~our~~which ~~management,~~they ~~including~~have ~~the~~committed ~~principal executive officer and chief financial officer, as appropriate~~ to ~~allow timely~~ ~~decisions~~subscribe ~~regarding~~for ~~required~~and ~~disclosure~~purchase 20.5 Inmillion ~~connection~~PIPE ~~with~~shares ~~this~~at ~~Quarterly~~a ~~Report,~~purchase ~~our~~price ~~management~~per ~~re-evaluated,~~share ~~with the participation~~ of ~~our~~$10.00 ~~current~~for ~~principal~~aggregate ~~executive~~gross ~~officer~~proceeds ~~and chief financial officer (our “Certifying Officers”), the effectiveness~~ of ~~our~~$205 million. ~~disclosure~~The ~~controls~~purchase ~~and procedures as~~ of ~~March 31, 2021, pursuant to Rule 13a-15(b) under~~ the ~~Exchange~~PIPE ~~Act.~~shares ~~Based~~will ~~upon~~be ~~that~~consummated ~~evaluation, our~~immediately ~~Certifying~~prior ~~Officers concluded that, due~~ to the ~~existence~~closing of ~~material~~the ~~weaknesses~~Transactions, ~~found~~with insuch ~~our~~PIPE ~~internal~~shares ~~controls over financial reporting~~immediately ~~described~~being ~~below~~cancelled ~~and the Company’s restatement of its financial statements to reclassify the Company’s warrants as described~~ in ~~our~~connection ~~Amendment No. 1 to our Annual Report on Form 10-K/A filed~~ with the ~~SEC~~mergers ~~on May 12, 2021, our disclosure controls~~ and ~~procedures were~~in ~~not~~consideration ~~effective~~for asnewly ofissued ~~March~~Shelf ~~31,~~common ~~2021~~stock.

21For additional information regarding NextNav, the Merger Agreement and related agreements and the Transactions, see the Registration Statement on Form S-4 filed by Shelf with the SEC on June 25, 2021.

~~A material weakness is a deficiency, or combination~~Results of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. In preparation of our financial statements for the period covered by this report, we identified a material weakness in internal control over financial reporting related to our control environment existed as of March 31, 2021 as described below.Operations

~~Specifically, we identified a material weakness~~We ~~with~~have ~~respect~~neither toengaged ~~the~~in ~~classification~~any ofoperations ~~the~~nor ~~Company’s~~generated ~~warrants~~any asrevenues ~~components~~to ofdate. ~~equity~~Our ~~instead~~only ofactivities assince ~~derivative~~inception ~~liabilities.~~have ~~Since~~been organizational ~~issuance,~~activities ~~our~~and ~~warrants~~those ~~were~~necessary ~~accounted~~to prepare for asour ~~equity~~IPO, ~~within~~and ~~our~~identifying ~~balance~~a ~~sheet.~~target Onfor ~~April~~our ~~12,~~initial ~~2021,~~Business ~~the~~Combination. ~~Staff~~We ~~issued~~do ~~the~~not ~~Staff Statement~~expect into ~~which~~generate itany ~~expressed~~operating ~~its~~revenues ~~view~~until ~~that~~after ~~certain~~completion ~~terms~~of ~~and~~our ~~conditions~~initial ~~common~~Business toCombination. ~~warrants~~We ~~issued~~generate bynon-operating aincome ~~special~~in ~~purpose~~the form ~~acquisition~~of ~~company~~interest ~~(“SPAC”) may~~income ~~require~~on ~~the~~marketable ~~warrants~~securities toheld bein ~~classified~~the asTrust ~~liabilities~~Account. onWe ~~the~~incur ~~SPAC’s~~expenses ~~balance~~as ~~sheet~~a asresult ~~opposed~~of tobeing ~~equity.~~a ~~After~~public ~~discussion~~company ~~and~~(for ~~evaluation~~legal, ~~taking~~financial ~~into~~reporting, ~~consideration~~accounting ~~the~~and ~~Staff~~auditing ~~Statement~~compliance), weas ~~have~~well ~~concluded that our warrants should be presented~~ as ~~liabilities~~for ~~with subsequent~~due ~~fair~~diligence ~~value~~expenses ~~remeasurement. This material weakness resulted~~ in aconnection ~~restatement~~with of completing our ~~financial~~initial ~~statements~~Business ~~for the fiscal year ended December 31, 2020~~Combination.

~~Notwithstanding~~For the ~~identified~~three ~~material~~months ~~weakness~~ended June 30, 2021, we had a loss from operations ~~management~~of ~~believes~~$2,023,151, ~~that~~which ~~the~~consists ~~financial~~of ~~statements~~formation and ~~related~~operating ~~financial~~costs ~~information~~and ~~included~~costs inassociated ~~this~~with ~~Quarterly~~our ~~Report~~initial ~~fairly~~Business ~~present,~~Combination. For the six inmonths ~~all~~ended ~~material~~June ~~respects~~30, ~~our~~2021, ~~balance~~we ~~sheets,~~had ~~statements~~a ofloss from operations of $2,673,311, ~~comprehensive~~which ~~loss~~consists ~~and~~of ~~cash~~formation ~~flows~~and asoperating ofcosts and ~~for~~costs ~~the~~associated with ~~periods~~our ~~presented~~initial Business Combination.

~~Remediation Plan~~21

~~As a newly created organization, we are currently~~Liquidity ~~in the process of implementing our financial reporting processes~~ and ~~will~~Capital incorporate enhanced communication and documentation procedures between our operations team and the individuals responsible for preparation of financial statements. These controls are expected to include the implementation of additional supervision and review activities by qualified personnel, and the development and use of checklists and research tools to assist in compliance with GAAP. We intend to complete the enhancement of our financial reporting processes during fiscal year 2021. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.Resources

~~Restatement~~Until the consummation of ~~Previously~~the ~~Issued~~IPO, ~~Financial~~the ~~Statements~~Company’s only sources of liquidity were the proceeds from the initial purchase of Class B common stock by our Sponsor and loans from our Sponsor.

On October ~~May 12~~19, ~~2021~~2020, we ~~revised~~consummated ~~our~~the ~~prior~~IPO ~~position on~~of ~~accounting~~an ~~for~~aggregate ~~warrants~~of ~~and~~20,000,000 ~~restated~~Units ~~our~~at ~~financial~~a ~~statements~~price ~~for~~of ~~the~~$10.00 ~~fiscal~~per ~~year~~unit ~~ended~~generating ~~December~~gross 31proceeds of approximately $200,000,000 ~~2020~~before tounderwriting ~~reclassify~~discounts and expenses. Simultaneously with the ~~Company’s~~consummation of the IPO we consummated a private placement of 8,750,000 warrants as(the ~~fully~~“Private ~~described~~Placement inWarrants”), each exercisable to purchase one share of our Class ~~Amendment~~A Nocommon stock at $11.50 1per share, to ~~our~~the ~~Annual~~Sponsor ~~Report~~at ona ~~Form~~price ~~10-K/A~~of ~~filed~~$1.00 ~~with~~per ~~the~~Private ~~SEC~~Placement onWarrant, ~~May~~generating 12gross proceeds, before ~~2021~~expenses, of approximately $8,750,000.

~~Changes~~For the six-month period ending June 30, 2021, cash used in ~~Internal~~operating activities ~~Control~~was ~~Over~~$1,165,622. ~~Financial~~Operating ~~Reporting~~cash used during this period was primarily attributable to the payment of formation and operating costs and costs associated with our initial Business Combination.

~~During~~As of ~~the~~June ~~three~~30, ~~months~~2021 ~~ended~~we ~~March~~had ~~31,~~cash ~~2021~~in the Trust Account of $203, ~~there~~004,294. ~~has~~We ~~been~~intend noto ~~change~~use substantially all of the funds held in ~~our~~the ~~internal~~Trust Account, ~~control~~including ~~over~~any ~~financial~~amounts ~~reporting~~representing ~~(as~~interest ~~defined~~earned inon ~~Rules~~the ~~13a-15(f)~~Trust ~~and~~Account ~~15d-15~~(f)less ~~under~~deferred ~~the~~underwriting ~~Exchange Act~~commissions) ~~that~~to ~~has~~complete our ~~materially~~initial ~~affected,~~Business orCombination. isWe ~~reasonably~~may ~~likely~~withdraw interest to ~~materially~~pay ~~affect,~~taxes. ~~our~~During ~~internal~~the ~~control~~quarter, ~~over~~the ~~financial~~Company ~~reporting.~~was Inreimbursed ~~light of~~$68,864 from the ~~restatement~~Trust ofAccount ~~our~~for ~~financial~~the ~~statements~~2020 ~~included~~Delaware inFranchise ~~our~~Tax ~~Amendment~~that ~~No.~~was 1previously topaid ~~our~~from ~~Annual~~its ~~Report~~operating onaccount. ~~Form~~To ~~10-K/A~~the ~~filed~~extent ~~with~~that ~~the~~our ~~SEC~~capital onstock ~~May~~or ~~12,~~debt ~~2021~~is used, wein ~~plan~~whole toor ~~enhance~~in ~~our~~part, ~~processes~~as consideration to ~~identify~~complete ~~and~~our ~~appropriately~~initial ~~apply~~Business ~~applicable~~Combination, ~~accounting~~the ~~requirements~~remaining toproceeds ~~better evaluate~~held ~~and~~in ~~understand~~the ~~complex~~Trust ~~accounting~~Account ~~standards~~will ~~that~~be ~~apply~~used as working capital to ~~our~~finance ~~financial~~the ~~statements,~~operations ~~which~~of isthe ~~described~~target inbusiness ~~detail~~or ~~above~~businesses, ~~under~~make ~~Remediation~~other acquisitions ~~Plan~~and pursue our growth strategies.

22As of June 30, 2021, we had cash of $141,508 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

~~PART~~In IIorder -to ~~OTHER~~fund ~~INFORMATION~~working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor has agreed to loan us funds as may be required in the form of working capital loans. The Company entered into an agreement with the Sponsor for the first working capital loan (“First Working Capital Loan”) of $1.0 million on May 17, 2021, with a maturity date of May 31, 2022. On July 19, 2021, the Company amended and restated the First Working Capital Loan by increasing the amount the Company can borrow to $2.5 million and extending the maturity to the earlier of (i) December 31, 2022 or (ii) the date on which the initial Business Combination is completed. As of July 30, 2021, there was $300,000 drawn under the First Working Capital Loan.

~~ITEM~~If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of Working Capital Loans may be convertible into warrants at the price of $1.00 ~~LEGAL~~per ~~PROCEEDINGS~~warrant.

~~None~~Based on its currently available cash on hand, access to the Working Capital Loans, and extended payment terms with certain vendors, the Company believes it has sufficient liquidity in order to meet the expenditures required for operating our business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of the public shares upon consummation of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet our obligations.

~~ITEM 1A. RISK FACTORS~~22

~~As of the date of this Quarterly Report, except as set forth below, there have been no material changes to the risk factors disclosed in our Amendment No. 1 to our Annual Report on Form 10~~Off-~~K/A filed with~~Balance ~~the~~Sheet ~~SEC~~Financing on May 12, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.Arrangements

~~ITEM~~We have 2no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2021. ~~UNREGISTERED~~We ~~SALES~~do OFnot ~~EQUITY~~participate in ~~SECURITIES~~transactions ~~AND~~that ~~USE~~create OFrelationships ~~PROCEEDS~~with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~None.~~Contractual Obligations

~~ITEM~~We do 3not have any long-term debt (other than the First Working Capital Loan), capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company. ~~DEFAULTS~~We ~~UPON~~began ~~SENIOR~~incurring ~~SECURITIES~~these fees on October 15, 2020 and will continue to incur these fees monthly until the earlier of the completion of the initial Business Combination and the Company’s liquidation.

~~None~~The underwriter is entitled to deferred commissions of $0.35 per unit of the gross proceeds from the Units sold in the IPO, or $7,000,000 in the aggregate. The deferred commissions will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

~~ITEM~~Critical Accounting ~~4. MINE SAFETY DISCLOSURES~~Estimates

~~Not~~Management’s discussion ~~applicable~~and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2 – Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this report. Our unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

~~ITEM~~Warrant Accounting ~~5. OTHER INFORMATION~~

~~None~~Pursuant to Accounting Standards Codification Subtopic 815-40 the Company classifies its warrants as derivative liabilities in its financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

~~ITEM~~Recent Accounting ~~6. EXHIBITS~~Pronouncements

~~The~~Management does ~~following~~not ~~exhibits~~believe ~~are~~that ~~filed~~any asrecently ~~part~~issued, ofbut not yet effective, oraccounting ~~incorporated~~pronouncements, byif ~~reference into~~currently adopted, ~~this~~would ~~Quarterly~~have ~~Report~~a material effect on ~~Form~~our ~~10-Q~~condensed financial statements.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

*As of ~~Filed~~June ~~herewith~~30, 2021, we were not subject to any market or interest rate risk. **Following ~~Furnished~~the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~SIGNATURES~~ITEM 4. CONTROLS AND PROCEDURES

~~Pursuant~~Disclosure controls toare procedures that are designed with the ~~requirements~~objective of ~~Section 13~~ orensuring ~~15(d)~~that ofinformation required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the ~~registrant~~“Exchange ~~has~~Act”), ~~duly~~is ~~caused~~recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the principal executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with this ~~report~~Quarterly Report, our management re-evaluated, with the participation of our current principal executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2021, pursuant to beRule ~~signed~~13a-15(b) onunder the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, due to the existence of material weaknesses found in our internal controls over financial reporting described below and the Company’s restatement of its financial statements to reclassify the Company’s ~~behalf~~warrants byas described in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the ~~undersigned~~SEC on May 12, ~~thereunto~~2021, ~~duly~~our ~~authorized~~disclosure controls and procedures were not effective as of June 30, 2021.

~~spartacus~~A material ~~ACQUISITION~~weakness ~~CORPoration~~is ~~/s/~~a ~~Peter~~deficiency, D.or ~~Aquino~~combination ~~Name:~~of ~~Peter~~deficiencies, D.in ~~Aquino~~internal ~~Title:~~control ~~Chief~~over ~~Executive~~financial ~~Officer~~reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and ~~Chairman~~corrected on a timely basis. In preparation of our financial statements for the ~~Board~~period ~~(Principal~~covered ~~Executive~~by ~~Officer)~~this ~~/s/~~report, ~~Igor~~we ~~Volshteyn~~identified ~~Name:~~a ~~Igor~~material weakness ~~Volshteyn~~in ~~Title:~~internal ~~Chief~~control ~~Financial~~over ~~Officer~~financial ~~and~~reporting ~~Director~~related ~~(Principal~~to ~~Financial~~our ~~and~~control ~~Accounting~~environment ~~Officer)~~existed as of June 30, 2021 as described below.

~~May~~Specifically, we 21identified a material weakness with respect to the classification of the Company’s warrants as components of equity instead of as derivative liabilities. Since issuance, our warrants were accounted for as equity within our balance sheet. On April 12, 2021, the Staff of the SEC’s Division of Corporate Finance issued a statement (the “Staff Statement”) in which it expressed its view that certain terms and conditions common to warrants issued by a special purpose acquisition company (“SPAC”) may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. After discussion and evaluation, taking into consideration the Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. This material weakness resulted in a restatement of our financial statements for the fiscal year ended December 31, 2020.

24Notwithstanding the identified material weakness, management believes that the financial statements and related financial information included in this Quarterly Report fairly present, in all material respects, our balance sheets, statements of operations, comprehensive loss and cash flows as of and for the periods presented.

Remediation Plan

As a newly created organization, we are currently in the process of implementing our financial reporting processes and will incorporate enhanced communication and documentation procedures between our operations team and the individuals responsible for preparation of financial statements. These controls are expected to include the implementation of additional supervision and review activities by qualified personnel, and the development and use of checklists and research tools to assist in compliance with GAAP. We intend to complete the enhancement of our financial reporting processes during fiscal year 2021. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine to modify certain of the remediation measures described above. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

Restatement of Previously Issued Financial Statements

On May 12, 2021, we revised our prior position on accounting for warrants and restated our financial statements for the fiscal year ended December 31, 2020 to reclassify the Company’s warrants as fully described in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on May 12, 2021.

Changes in Internal Control Over Financial Reporting

During the three months ended June 30, 2021, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the restatement of our financial statements included in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on May 12, 2021, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand complex accounting standards that apply to our financial statements, which is described in detail above under Remediation Plan.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As of the date of this Quarterly Report, except as set forth below, there have been no material changes to the risk factors disclosed in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on May 12, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1⁽¹⁾		Agreement and Plan of Merger, dated June 9, 2021, by and among Spartacus Acquisition Corporation, Spartacus Acquisition Shelf Corp., NextNav, LLC, NextNav Holdings, LLC, NEA 14 NextNav Blocker, LLC, Oak NextNav Blocker, LLC, Columbia Progeny Partners IV, Inc., Global Long Short Partners Aggregating Holdings Del VII LLC, Global Private Opportunities Partners Holdings II Corp., SASC (SPAC) Merger Sub 1 Corporation, SASC (Target) Merger Sub 2 LLC, SASC (NB) Merger Sub 3 LLC, SASC (OB) Merger Sub 4 LLC, SASC (CB) Merger Sub 5 Corporation, SASC (GB1) Merger Sub 6 LLC, a Delaware limited liability company, and SASC (GB2) Merger Sub 7 Corporation, a Delaware corporation
10.1⁽¹⁾		Form of Registration Rights Agreement
10.2⁽¹⁾		Form of PIPE Subscription Agreement
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished.

(1)

Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2021.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	spartacus ACQUISITION CORPoration

		/s/ Peter D. Aquino
	Name:	Peter D. Aquino
	Title:	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

		/s/ Igor Volshteyn
	Name:	Igor Volshteyn
	Title:	Chief Financial Officer and Director (Principal Financial and Accounting Officer)

July 30, 2021

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