8-K 1 ea129111-8k_spartacusacq.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 29, 2020

 

Spartacus Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-39622   85-2541583
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

6470 E Johns Crossing, Suite 490,

Duluth, GA 30097

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: 770-305-6434

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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
         
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share   TMTSW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company þ

  

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. ☐

 

 

 

 

Item 8.01. Other Events.

   

Separate Trading of Units, Class A Common Stock and Warrants

 

On October 29, 2020, Spartacus Acquisition Corporation (the “Company”) was notified by B. Riley Securities, Inc. of its decision to allow earlier separate trading of the securities comprising the units issued in the Company’s initial public offering (the “Units”). Subject to completion of procedures by the Depositary Trust Company, commencing on November 2, 2020, the holders of Units, each consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one half of one warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, may elect to separately trade shares of Class A Common Stock and Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “TMTSU.” Shares of Class A Common Stock and the Warrants are expected to trade on the NASDAQ Capital Market under the symbols “TMTS” and “TMTSW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

 

On October 29, 2020, the Company issued a press release announcing the commencement of separate trading of the Units, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated October 29, 2020

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Spartacus Acquisition Corporation
     
  By: /s/ Peter D. Aquino
    Name: Peter D. Aquino
    Title: Chief Executive Officer
     
Dated: October 29, 2020