SEC Form SC 13G filed

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Spartacus Acquisition Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

84677L109

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13G

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Class A common stock, $0.0001 par value per share.*

* The Class A common stock is the class of shares of the Issuer registered pursuant to the Act. The Sponsor owns shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s Business Combination on a one-for-one basis, or may be converted at any time at the option of the holder, subject to certain adjustments. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of all common stock outstanding upon completion of the IPO plus all Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

84677L109

Not Applicable, this statement is filed pursuant to 13d-1(d).

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2020, the Sponsor may be deemed to beneficially own 5,000,000 shares of Class B common stock, par value $0.0001 per share of the Issuer, which are automatically convertible into shares of the Issuer’s Class A common stock, par value $0.0001 per share, at the time of the Issuer’s initial business combination, on a one-for-one basis, subject to certain adjustments and have no expiration date as more fully described in Issuer’s registration statement on Form S-1 (File No. 333-249100) which was declared effective by the Securities and Exchange Commission on October 15, 2020 under the heading “Description of Securities—Founder Shares.” The Sponsor is the record holder of such shares. MILFAM CI LLC and CCUR Holdings, Inc. are the managing members of the Sponsor. As such, each of MILFAM CI LLC and CCUR Holdings, Inc. have voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to share beneficial ownership of the common stock held directly by the Sponsor.

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Not Applicable.

Not Applicable.

Not Applicable

Not Applicable

Not Applicable

Not Applicable

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021