NextNav SPAC Presentation Deck

Disclaimer Disclaimer and Cautionary Note Regarding Forward-looking Statements This presentation (together with oral statements made in connection herewith, this "Presentation") contains selected confidential information about NextNav, LLC ("NextNav) and Spartacus Acquisition Corporation ("Spartacus"). By participating in this Presentation, you expressly agree to keep confidential all otherwise non-public information disclosed by us, whether orally or in writing, during this Presentation or in these Presentation materials. You also agree not to distribute, disclose or use such information for any purpose, other than for the purpose of your firm's participation in the potential financing and to return to NextNav or Spartacus, delete or destroy this Presentation upon request. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. This Presentation relates to the potential financing of a portion of a contemplated business combination of NextNav and Spartacus through a private placement of Spartacus' Class A common stock. This Presentation shall not constitute a "solicitation" as defined in Rule 14a-1 of the Securities Exchange Act of 1934, as amended. No Offer or Solicitation This Presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other specific product. Any offering of securities (the "Securities") will not be registered under the Securities Act of 1933, as amended (the "Act"), and will be offered as a private placement to a limited number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or "qualified institutional buyers" as defined in Rule 144A under the Act. Accordingly, the Securities must continue to be held unless the Securities are registered under the Act or a subsequent disposition is exempt from the registration requirements of the Act. Investors should consult with their legal counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither NextNav nor Spartacus is making an offer of the Securities in any state where the offer is not permitted. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. This Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. No representation, express or implied, is or will be given by NextNav, Spartacus or their respective affiliates and advisors and any placement agent as to the accuracy or completeness of the information contained in this Presentation. Industry and Market Information Information contained in this Presentation concerning NextNav's industry and the markets in which it operates, including NextNav's general expectations and market position, market opportunity and market size, is based on information from NextNav's management's estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. In some cases, we may not expressly refer to the sources from which this information is derived. Management estimates are derived from industry and general publications and research, surveys and studies conducted by third parties and NextNav's knowledge of its industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of NextNav's and its industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause NextNav's future performance and actual market growth, opportunity and size and the like to differ materially from our assumptions and estimates. Trademarks All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong to their respective owners and NextNav's or Spartacus' use thereof does not imply an affiliation with, or endorsement by the owners of such trademarks, copyrights, logos and other intellectual property. Solely for convenience, trademarks and trade names referred to in this Presentation may not appear with the Ⓡ or™ symbols, but such references are not intended to indicate, in any way, that NextNav or Spartacus will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Use of Projections This Presentation contains estimated or projected information including financial information with respect to NextNav, including Next Nav's projected revenue, gross margin, EBITDA, and unlevered free cash flow for 2021-2026. Such estimated or projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such estimated or projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See "Forward-Looking Statements" below. Actual results may differ materially from the results contemplated by the estimated or projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such estimates and projections will be achieved. Neither the independent registered public accounting firm of Spartacus nor the independent registered public accounting firm of NextNav, audited, reviewed, compiled, or performed any procedures with respect to the estimates or projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. Use of Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures, including EBITDA and unlevered free cash flow, that are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP) and that may be different from non-GAAP financial measures used by other companies. NextNav and Spartacus believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of NextNav. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Forward-looking non-GAAP financial measures are provided; they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Forward-Looking Statements This Presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to revenues, earnings, performance, strategies, the market, prospects and other aspects of the businesses of NextNav, Spartacus or a combined company after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties. A number of factors, many of which are outside of the control of NextNav and Spartacus, could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the NextNav and Spartacus to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Spartacus or equity holders of Next Nav is not obtained; (iii) failure to realize the anticipated benefits of the proposed business combination; (iv) risks relating to the uncertainty of the N NEXTNAV projected financial information with respect to NextNav; (v) risks related to the rollout of NextNav's technologies; (vi) the effects of competition on Next Nav's business; (vii) the level of product service or product failures that could lead customers to use competitors' services; (viii) developments and changes in laws and regulations; (ix) the impact of significant investigative, regulatory or legal proceedings; (x) the amount of redemption requests made by Spartacus' public stockholders; (xi) the ability of Spartacus or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and (xii) those factors discussed in Spartacus' Annual Report on Form 10-K for the fiscal year ended December 31, 2020, under the heading "Risk Factors," and other documents of Spartacus filed, or to be filed, with the Securities and Exchange Commission ("SEC"). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Spartacus nor NextNav presently know or that Spartacus and Next Nav currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spartacus' and NextNav's expectations, plans or forecasts of future events and views as of the date of this Presentation. Spartacus and NextNav anticipate that subsequent events and developments will cause Spartacus' and NextNav's assessments to change. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. NextNav and Spartacus undertake no commitment to update or revise the forward- looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Additional Information If the contemplated business combination is pursued, Spartacus Acquisition Shelf Corp. intends to file a Registration Statement on Form S-4 with the SEC, which will include a preliminary proxy statement/prospectus. Spartacus will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. INVESTORS AND SECURITY HOLDERS OF SPARTACUS ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SPARTACUS' SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONTEMPLATED BUSINESS COMBINATION AND THE PARTIES THERETO. The definitive proxy statement/prospectus will be mailed to stockholders of Spartacus as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC's website at www.sec.gov. Participants in the Solicitation Spartacus, Next Nav and certain of their respective directors, executive officers, other members of management, and employees, under SEC rules may be deemed to be participants in the solicitation of proxies of Spartacus' stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of Spartacus' directors and officers in Spartacus' filings with the SEC, including Spartacus' Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 24, 2021, and such information and names of NextNav's and Spartacus' directors and executive officers will also be in the Registration Statement on Form S-4 to be filed with the SEC by Spartacus Acquisition Shelf Corp. B. Riley Securities, Inc. and PJT Partners LP are acting as placement agents and financial advisors and will receive compensation from Spartacus for such service. In addition, B. Riley Securities, Inc. is entitled to a deferred underwriting fee from Spartacus upon the closing of the transaction contemplated therein. An affiliate of B. Riley Securities, Inc. has indirect interests in Spartacus through Spartacus Sponsor LLC as described in the Spartacus' prospectus dated October 15, 2020 available at www.sec.gov.