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                           July 19, 2021

       Michael Liebowitz
       Chief Executive Officer
       New Beginnings Acquisition Corp.
       800 1st Street
       Unit 1
       Miami Beach, FL 33139

                                                        Re: New Beginnings
Acquisition Corp.
                                                            Amended
Registration Statement on Form S-4
                                                            Filed on July 13,
2021
                                                            File No. 333-256137

       Dear Mr. Liebowitz:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
9, 2021 letter.

       Amended Registration Statement on Form S-4 filed July 13, 2021

       General

   1.                                                   We note the response to
comment two that "while the Business Combination Agreement
                                                        references finalizing
the aggregate stock consideration in addition to the payment
                                                        spreadsheet, the
aggregate stock consideration will be    finalized    by dividing the
                                                        Company Value (as
defined in the Business Combination Agreement as a fixed amount of
                                                        $682,500,000) by $10.00
per share." However, we continue to note that Section 3.01 of
                                                        the Business
Combination Agreement filed as Annex A states that "as promptly as
                                                        practicable following
the Company   s delivery of the Payment Schedule, the parties shall
                                                        work together in good
faith to finalize the calculation of the Aggregate Stock
 Michael Liebowitz
New Beginnings Acquisition Corp.
July 19, 2021
Page 2
      Consideration and the Payment Spreadsheet." This section also states that
"not less than
      five (5) Business Days prior to the Effective Time, the Company shall
deliver to Parent a
      schedule (the    Payment Spreadsheet   )." Therefore, it appears from the
terms of the
      Business Combination Agreement that such provisions are not finalized to
date. As
      previously requested in comment 1 from our letter dated June 11, 2021,
please clarify
      throughout when such amount will be calculated, how such amount will be
calculated and
      the information in the prospectus that may change as a result, such as
the percent of the
      company post merger to be held by the various shareholders. Please also
clarify the "other
      calculations" set forth in the Payment Spreadsheet.
2.    We partially reissue comment 7. We note that the tax opinion now provides
that the
      transaction "should" be treated as a reorganization. Please revise the
disclosure in the risk
      factor on page 73 and the discussion of U.S. Federal Income Tax
Considerations of the
      Business Combination for Airspan Stockholders on page 153 to clarify the
degree of
      uncertainty in the opinion. For guidance, see Staff Legal Bulletin
19.III.C.4.
Proposal No. 6 - The NYSE American Proposal, page 177

3.    We note that this proposal includes the shares of common stock to be
issued upon
      conversion of any convertible notes that may be issued. The convertible
notes, as
      discussed on page 146 reflect that the the company is still in
negotiations relating to the
      convertible notes. Please amend the registration statement once the
convertible notes are
      finalized, to clearly disclose the amount and material terms of the
convertible notes and
      file the agreement as an exhibit.
        You may contact Ameen Hamady at 202-551-3891 or Robert Telewicz at
202-551-3438
if you have questions regarding comments on the financial statements and
related
matters. Please contact Pam Howell at 202-551-3357 or Brigitte Lippmann at
202-551-3713
with any other questions.



                                                            Sincerely,
FirstName LastNameMichael Liebowitz
                                                            Division of
Corporation Finance
Comapany NameNew Beginnings Acquisition Corp.
                                                            Office of
Manufacturing
July 19, 2021 Page 2
cc:       Laurie L. Green
FirstName LastName