S-4 1 newbeginnings_s4.htm S-4

 

As filed with the Securities and Exchange Commission on May 14, 2021

Registration Statement No. 333-                      

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

NEW BEGINNINGS ACQUISITION CORP.*
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   6770   85-2642786
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

800 1st Street
Unit 1
Miami Beach, FL 33139
Telephone: (917) 592-7979

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Michael S. Liebowitz
Chief Executive Officer
800 1st Street
Unit 1
Miami Beach, FL 33139
Telephone: (917) 592-7979
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

Copies to:

Alan I. Annex, Esq.
Flora R. Perez, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Miami, Florida 33131
Telephone: (305) 579-0576

Ted Farris
Brian R. Rosenau

Clint Foss
Dorsey & Whitney LLP
51 West 52nd Street
New York, New York 10019
Telephone: (212) 415-9200

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus/consent solicitation statement.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

CALCULATION OF REGISTRATION FEE

  

Title of Each Class of Securities to be Registered  Amount to be
Registered
   Proposed
Maximum
Offering
Price
per Security
   Proposed
Maximum
Aggregate
Offering
Price
   Amount of
Registration
Fee
 
Common Stock, par value $0.0001 per share   66,525,000(1)   N/A   $663,254,250.00(9)  $72,361.04(10)
Common Stock, par value $0.0001 per share   1,725,000(2)  $9.97(7)  $17,198,250.00(7)  $1,876.33(10)
Common Stock, par value $0.0001 per share   9,000,000(3)  $9.97(8)  $89,730,000.00(8)  $9,789.54(10)
Warrants   3,000,000(4)           (11)
Warrants   3,000,000(5)           (11)
Warrants   3,000,000(6)           (11)

  

 

(1)

Represents (a) 59,364,647 shares of common stock, par value $0.0001 per share (“New Beginnings Common Stock”), of the Registrant (“New Beginnings”), representing the maximum number of shares of New Beginnings Common Stock, including the shares of New Beginnings Common Stock underlying restricted stock awards that are to be assumed pursuant to the transactions described herein, to be issued to stockholders of Airspan Networks Inc. pursuant to the transactions described herein, plus (b) 7,135,353 shares of New Beginnings Common Stock, representing the maximum number of shares of New Beginnings Common Stock underlying stock options that may be assumed pursuant to the transactions described herein.

(2)Represents the maximum number of shares of New Beginnings Common Stock that may be issued upon the settlement of MIP RSUs (as defined in this Registration Statement) issued pursuant to the transactions described herein.
(3)Represents New Beginnings Common Stock issuable upon exercise of the Post-Combination Company Warrants (as defined in this Registration Statement).
(4)Represents Post-Combination Company $12.50 Warrants (as defined in this Registration Statement) to be issued in connection with the transactions described herein.
(5)Represents Post-Combination Company $15.00 Warrants (as defined in this Registration Statement) to be issued in connection with the transactions described herein.
(6)Represents Post-Combination Company $17.50 Warrants (as defined in this Registration Statement) to be issued in connection with the transactions described herein.
(7)

Pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per security and proposed maximum aggregate offering price are based upon the average of the high and low prices of New Beginnings Common Stock on May 11, 2021 (within five business days prior to the date of filing this Registration Statement).

(8)

Pursuant to Rule 457(c) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per security and proposed maximum aggregate offering price are based upon the average of the high and low prices of New Beginnings Common Stock on May 11, 2021 (within five business days prior to the date of filing this Registration Statement).

(9)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based upon the average of the high and low trading prices of New Beginnings Common Stock on May 11, 2021 (within five business days prior to the date of this Registration Statement).

(10)Calculated pursuant to Rule 457 promulgated under the Securities Act by calculating the product of (a) the proposed maximum aggregate offering price and (b) 0.0001091.
(11)Pursuant to Rule 457(g) promulgated under the Securities Act, no separate fee is required.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

*The Registrant is currently named New Beginnings Acquisition Corp. Upon closing of the transactions described herein, the Registrant will change its name to Airspan Networks Holdings Inc.

 

 

 

 

The information in this preliminary proxy statement/prospectus/consent solicitation statement is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus/consent solicitation statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT
SUBJECT TO COMPLETION, DATED MAY 14, 2021

 

NEW BEGINNINGS ACQUISITION CORP.

800 1st Street

Unit 1

Miami Beach, FL 33139

 

Dear New Beginnings Acquisition Corp. Stockholders and Airspan Networks Inc. Stockholders:

 

On March 8, 2021, New Beginnings Acquisition Corp., a Delaware corporation (“New Beginnings”), Artemis Merger Sub Corp., a Delaware corporation and newly formed, wholly-owned direct subsidiary of New Beginnings (“Merger Sub”), and Airspan Networks Inc., a Delaware corporation (“Airspan”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by Airspan’s stockholders and New Beginnings’ stockholders, and the business combination is subsequently completed, Merger Sub will merge with and into Airspan, with Airspan surviving the merger and becoming a wholly-owned direct subsidiary of New Beginnings (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”).

 

Upon the closing of the Business Combination (the “Closing”), each share of Airspan Capital Stock (as defined below) issued and outstanding immediately prior to the Closing (including shares of Airspan Capital Stock issued pursuant to the net exercise of warrants to purchase Airspan Capital Stock, but excluding shares of Airspan Restricted Stock that are not Airspan Accelerated Restricted Stock (each as defined below)) will automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet (as defined below), the number of shares of New Beginnings Common Stock (as defined below) and Post-Combination Company Warrants (as defined below) set forth in the Payment Spreadsheet.

 

The aggregate transaction consideration to be paid in the Business Combination will be (i) a number of shares of New Beginnings Common Stock (including shares of New Beginnings Common Stock underlying stock options, shares of restricted stock and restricted stock units) equal to $682,500,000, divided by $10.00, (ii) 3,000,000 Post-Combination Company $12.50 Warrants (as defined below), (iii) 3,000,000 Post-Combination Company $15.00 Warrants (as defined below), (iv) 3,000,000 Post-Combination Company $17.50 Warrants (as defined below) and (v) $17,500,000 in cash. The aggregate transaction consideration will be allocated among the holders of shares of Airspan Capital Stock (including holders of shares of Airspan Capital Stock issued pursuant to the net exercise of warrants to purchase Airspan Capital Stock and holders of shares of Airspan Restricted Stock), holders of Airspan stock options and participants (the “MIP Participants”) in Airspan’s Management Incentive Plan (the “MIP”). See the section entitled “The Business Combination” on page 21 of the accompanying proxy statement/prospectus/consent solicitation statement for further information on the consideration being paid in the Business Combination.

 

Based on the number of shares of Airspan Capital Stock (including shares of Airspan Restricted Stock) outstanding and the number of outstanding warrants to purchase Airspan Capital Stock, in each case, as of December 31, 2020, the total number of shares of New Beginnings Common Stock (including shares of restricted New Beginnings Common Stock) expected to be issued in connection with the Business Combination is approximately 59,364,647, and holders of shares of Airspan Capital Stock (including shares of Airspan Restricted Stock) as of immediately prior to the closing of the Business Combination (including Airspan Capital Stock pursuant to the net exercise of warrants to purchase Airspan Capital Stock) are expected to hold, in the aggregate, approximately 72.7% of the issued and outstanding shares of New Beginnings Common Stock immediately following the closing of the Business Combination. New Beginnings’ units, common stock and warrants are currently listed on NYSE American LLC (the “NYSE American”), under the symbols “NBA.U,” “NBA,” and “NBA WS,” respectively. New Beginnings intends to apply to continue the listing of the shares of common stock of the post-combination company and such warrants on the NYSE American under the symbols “MIMO” and “MIMO WS”, respectively, upon the closing of the Business Combination. New Beginnings will not have units traded following the closing of the Business Combination, at which time each unit will separate into its component securities. Following the closing of the Business Combination, New Beginnings intends to change its name to Airspan Networks Holdings Inc.

 

In connection with the execution of the Business Combination Agreement, New Beginnings entered into subscription agreements with institutional accredited investors, pursuant to which the investors agreed to purchase an aggregate of 7,500,000 shares of New Beginnings common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $75,000,000. The closing of the sale of these shares pursuant to the subscription agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. See “Certain Agreements Related to the Business Combination — Subscription Agreements.”

 

New Beginnings is holding a special meeting in lieu of the 2021 annual meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the New Beginnings special meeting of stockholders, which will be held in a virtual format on           , 2021, at               , Eastern time, unless postponed or adjourned to a later date, New Beginnings will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination and approve the other proposals described in the accompanying proxy statement/prospectus/consent solicitation statement.

 

 

As described in the accompanying proxy statement/prospectus/consent solicitation statement, certain stockholders of Airspan are parties to a stockholder support agreement with New Beginnings whereby such stockholders, among other things, agreed to vote all of their shares of Airspan Common Stock (as defined below), Airspan Class B Common Stock (as defined below) and Airspan Voting Preferred Stock (as defined below) in favor of approving the Business Combination Agreement and the Business Combination. As also described in the accompanying proxy statement/prospectus/consent solicitation statement, the Sponsor (as defined below) is a party to a sponsor support agreement with New Beginnings and Airspan whereby the Sponsor, among other things, agreed to vote all of its shares of New Beginnings Common Stock in favor of approving the proposals described in the accompanying proxy statement/prospectus/consent solicitation statement.

 

In addition, Airspan will seek the written consent of its stockholders as required to approve and adopt the Business Combination Agreement and the Business Combination (the “Written Consent”). Such approval requires the affirmative vote of the holders of at least (i) a majority in voting power of the issued and outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock, voting together as a single class, and (ii) 60% of the issued and outstanding shares of Airspan Voting Preferred Stock, voting together as a single class on an as converted basis. No additional approval or vote from any holders of any class or series of stock of Airspan will be necessary to adopt and approve the Business Combination Agreement and the Business Combination.

 

After careful consideration, the respective New Beginnings and Airspan boards of directors have unanimously approved the Business Combination Agreement and the Business Combination, and the board of directors of New Beginnings has approved the other proposals described in the accompanying proxy statement/prospectus/consent solicitation statement, and each of the New Beginnings and Airspan boards of directors has determined that it is advisable to consummate the Business Combination. The board of directors of New Beginnings recommends that its stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus/consent solicitation statement, and the board of directors of Airspan recommends that its stockholders sign and return to Airspan the Written Consent indicating their approval of the Business Combination Agreement and the Business Combination.

 

More information about New Beginnings, Airspan and the Business Combination is contained in the accompanying proxy statement/prospectus/consent solicitation statement. New Beginnings and Airspan urge you to read the accompanying proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 40 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT.

 

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

  Sincerely,
   
            , 2021 Michael S. Liebowitz
Chief Executive Officer

 

The accompanying proxy statement/prospectus/consent solicitation statement is dated             , 2021 and is first being mailed to the stockholders of New Beginnings on or about that date.

 

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

NEW BEGINNINGS ACQUISITION CORP.

800 1st Street
Unit 1
Miami Beach, FL 33139

 

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON             , 2021

 

To the Stockholders of New Beginnings Acquisition Corp.:

 

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of stockholders (the “special meeting”) of New Beginnings Acquisition Corp., a Delaware corporation (“New Beginnings,” “we,” “our” or “us”), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held in virtual format on             , 2021, at             , Eastern time. The special meeting can be accessed by visiting [insert meeting link], where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing [insert telephone number] (toll-free within the U.S. and Canada) or [insert telephone number] (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is [insert passcode], but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication.

 

You are cordially invited to attend the special meeting, which will be held for the following purposes:

 

1.Proposal No. 1 — The “Business Combination Proposal” — to consider and vote on a proposal to approve and adopt the Business Combination Agreement, dated as of March 8, 2021 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among New Beginnings, Airspan Networks Inc. (“Airspan”) and Artemis Merger Sub Corp. (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Airspan, with Airspan surviving the merger and becoming a wholly-owned direct subsidiary of New Beginnings (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”);

 

2.Proposal No. 2 — The “Charter Amendment Proposal” — to consider and vote on a proposal to adopt the proposed second amended and restated certificate of incorporation of New Beginnings attached as Annex B to the accompanying proxy statement/prospectus/consent solicitation statement (the “Charter Amendment Proposal”);

 

3.Proposal Nos. 3A-3H — The “Governance Proposals” — to consider and vote on, on a non-binding advisory basis, eight separate governance proposals relating to the following material differences between New Beginnings’ current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the “Governance Proposals”):

 

(a)change the name of New Beginnings to “Airspan Networks Holdings Inc.” from the current name of “New Beginnings Acquisition Corp.” and remove certain provisions related to New Beginnings’ status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”) (Proposal No. 3A);

 

(b)increase (i) the number of shares of common stock New Beginnings is authorized to issue from 100,000,000 shares to 250,000,000 shares and (ii) the number of shares of preferred stock New Beginnings is authorized to issue from 1,000,000 shares to 10,000,000 shares (Proposal No. 3B);

 

(c)require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to adopt, amend or repeal the Post-Combination Company’s bylaws (Proposal No. 3C);

 

(d)require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office and provide that directors may only be removed for cause (Proposal No. 3D);

 

 

(e)introduce a three-class staggered board of directors of the Post-Combination Company (Proposal No. 3E);

 

(f)require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to amend or repeal certain provisions of the Proposed Certificate of Incorporation (Proposal No. 3F);

 

(g)remove the provision renouncing the corporate opportunity doctrine (Proposal No. 3G); and

 

(h)modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act (Proposal No. 3H).

 

4.Proposal No. 4 — The “Election of Directors Proposal” — to consider and vote on a proposal to elect, effective at Closing, eight directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified;

 

5.Proposal No. 5 — The “Stock Incentive Plan Proposal” — to consider and vote on a proposal to approve and adopt the stock incentive plan established to be effective after the Closing of the Business Combination;

 

6.Proposal No. 6 — The “NYSE American Proposal” — to consider and vote on a proposal to issue New Beginnings Common Stock in the Business Combination, including upon exercise of the Post-Combination Company Warrants and the Exchanged Options and the settlement of the MIP RSUs, and to the investors in the PIPE; and

 

7.Proposal No. 7 — The “Adjournment Proposal” — to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

 

The board of directors of New Beginnings has fixed the close of business on              , 2021 as the record date for the determination of the stockholders of New Beginnings entitled to receive notice of the special meeting. Only New Beginnings stockholders of record at the close of business on the record date for the special meeting are entitled to notice of the special meeting and any adjournment or postponement of the special meeting. Only New Beginnings stockholders of record at the close of business on the record date for the special meeting are entitled to vote at the special meeting and any adjournment or postponement of the special meeting. 

 

Your attention is directed to the proxy statement/prospectus/consent solicitation statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read the accompanying proxy statement/prospectus/consent solicitation statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

 

All New Beginnings stockholders are cordially invited to attend the special meeting in virtual format. New Beginnings stockholders may attend, vote and examine the list of New Beginnings stockholders entitled to vote at the special meeting by visiting [insert address] and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the special meeting will be held in virtual meeting format only. You will not be able to attend the special meeting physically. To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

 

 

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

Thank you for your participation. We look forward to your continued support.

 

  By Order of the Board of Directors,
   
        , 2021 Michael S. Liebowitz
Chief Executive Officer

 

If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

 

All holders (the “Public Stockholders”) of shares of New Beginnings common stock issued in New Beginnings’ initial public offering (the “Public Shares”) have the right to have their Public Shares redeemed for cash in connection with the proposed Business Combination. Public Stockholders are not required to affirmatively vote for or against the Business Combination Proposal, to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their shares redeemed for cash. This means that any Public Stockholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

 

To exercise redemption rights, holders must tender their stock to Continental Stock Transfer & Trust Company, New Beginnings’ transfer agent, no later than two business days prior to the special meeting. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Business Combination is not completed, then these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “Special Meeting of New Beginnings Stockholders — Redemption Rights” for more specific instructions.

 

 

 

 

AIRSPAN NETWORKS INC.
777 Yamato Road, Suite 310
Boca Raton, Florida 33431

 

NOTICE OF SOLICITATION OF WRITTEN CONSENT
OF THE STOCKHOLDERS OF AIRSPAN NETWORKS INC.

 

To the Stockholders of Airspan Networks Inc., a Delaware Corporation (“Airspan”):

 

Pursuant to a Business Combination Agreement, dated as of March 8, 2021 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among New Beginnings Acquisition Corp., a Delaware corporation (“New Beginnings”), Artemis Merger Sub Corp., a Delaware corporation and direct, wholly-owned subsidiary of New Beginnings (“Merger Sub”), and Airspan, and subject to the terms and conditions of the Business Combination Agreement, Merger Sub will merge with and into Airspan, with Airspan surviving the merger as a direct, wholly-owned subsidiary of New Beginnings (the “Business Combination”), and New Beginnings will be renamed “Airspan Networks Holdings Inc.”

 

The accompanying proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the board of directors of Airspan (the “Airspan Board of Directors”) to request that the stockholders of Airspan (the “Airspan Stockholders”) as of the record date of               , 2021 (the “Airspan Record Date”) adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination (the “Airspan Business Combination Proposal”), by executing and returning the written consent furnished with the accompanying proxy statement/prospectus/consent solicitation statement.

 

The accompanying proxy statement/prospectus/consent solicitation statement describes the Business Combination Agreement, the Business Combination and the actions to be taken in connection with the Business Combination, and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A to the accompanying proxy statement/prospectus/consent solicitation statement.

 

A summary of the appraisal rights that may be available to you is included in the section entitled “Airspan Appraisal Rights” beginning on page 266 of the accompanying proxy statement/prospectus/consent solicitation statement and Section 262 of the General Corporation Law of the State of Delaware, a copy of which is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex E. Please note that if you wish to exercise appraisal rights you must not sign and return a written consent approving and adopting the Airspan Business Combination Proposal. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the Airspan Business Combination Proposal. In addition, you must take all other steps necessary to perfect your appraisal rights.

 

The Airspan Board of Directors has carefully considered the Business Combination Agreement, the terms thereof and the transactions contemplated thereby, including the Business Combination, and unanimously approved and declared that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Airspan and the Airspan Stockholders. Accordingly, the Airspan Board of Directors unanimously recommends that Airspan Stockholders approve and adopt the Airspan Business Combination Proposal by submitting a written consent.

 

After your review of the accompanying proxy statement/prospectus/consent solicitation statement, please complete, date and sign the written consent furnished with the accompanying proxy statement/prospectus/consent solicitation statement and return it promptly to Airspan by one of the means described in the section entitled “Airspan’s Solicitation of Written Consents” beginning on page 29 of the accompanying proxy statement/prospectus/consent solicitation statement. Time is of the essence and, assuming your approval thereof, you must return the written consent by                        , 2021.

 

Thank you for your prompt attention to these matters.

 

  By Order of the Board of Directors,
   
  Thomas S. Huseby
  Chairman of the Board of Directors

 

NO MEETING OF THE AIRSPAN STOCKHOLDERS IS BEING HELD IN CONNECTION WITH THE PROPOSED TRANSACTION. AIRSPAN IS SOLICITING BY THE ACCOMPANYING CONSENT MATERIALS YOUR WRITTEN CONSENT TO THE AIRSPAN BUSINESS COMBINATION PROPOSAL.

 

TABLE OF CONTENTS

 

  Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT 1
   
FREQUENTLY USED TERMS 1
   
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION 6
   
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT 21
   
Parties to the Business Combination 21
The Business Combination 21
Conditions to Closing 23
Termination 23
Certain Agreements Related to the Business Combination Agreement 25
Reasons for the Approval of the Business Combination 27
Redemption Rights 27
Recommendation of the New Beginnings Board of Directors 28
Recommendation of the Airspan Board of Directors 28
New Beginnings’ Special Meeting of Stockholders 28
Airspan Solicitation of Written Consents 29
The Sponsor and New Beginnings’ Directors and Officers Have Financial Interests in the Business Combination 29
Airspan’s Directors and Officers Have Financial Interests in the Business Combination 30
   
SUMMARY HISTORICAL FINANCIAL INFORMATION OF AIRSPAN 33
   
SUMMARY HISTORICAL FINANCIAL INFORMATION OF NEW BEGINNINGS 35
   
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 36
   
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY 37
   
RISK FACTORS 40
   
Risks Related to Airspan’s Business and Industry 40
Risks Related to New Beginnings and the Business Combination 54
   
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 70
   
AIRSPAN’S SOLICITATION OF WRITTEN CONSENTS 80
   
Purpose of the Consent Solicitation; Recommendation of the Airspan Board of Directors 80
Airspan Stockholders Entitled to Consent 80
Written Consents; Required Written Consents 80
Interests of Certain Persons in the Business Combination 81
Submission of Written Consents 81
Executing Written Consents; Revocation of Written Consents 81
Solicitation of Consents; Expenses 82

 

i

 

THE SPECIAL MEETING OF NEW BEGINNINGS STOCKHOLDERS 84
   
The New Beginnings Special Meeting 84
Date, Time and Place of the Special Meeting 84
Purpose of the Special Meeting 84
Recommendation of the New Beginnings Board of Directors 85
Record Date and Voting 86
Voting Your Shares 86
Who Can Answer Your Questions About Voting Your Shares 87
Quorum and Vote Required for the New Beginnings Proposals 87
Abstentions and Broker Non-Votes 87
Revocability of Proxies 88
Redemption Rights 88
Appraisal or Dissenters’ Rights 89
Solicitation of Proxies 90
Stock Ownership 90
   
PROPOSALS TO BE CONSIDERED BY NEW BEGINNINGS’ STOCKHOLDERS  PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL 91
   
THE BUSINESS COMBINATION 91
   
The Background of the Business Combination 91
New Beginnings’ Board of Directors’ Reasons for the Approval of the Business Combination 98
Certain Unaudited Airspan Prospective Financial Information 101
Interests of New Beginnings’ Directors and Officers in the Business Combination 103
Interests of Airspan’s Directors and Executive Officers in the Business Combination 105
Potential Actions to Secure Requisite Stockholder Approvals 106
Accounting Treatment of the Business Combination 107
   
THE BUSINESS COMBINATION AGREEMENT 108
   
General; Structure of the Business Combination 108
Conversion of Securities 109
Closing 111
Representations and Warranties 111
Conduct of Business Pending the Merger 114
Additional Agreements 116
Vote Required for Approval 124
Recommendation of the Board 124
   
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION 125
   
Stockholder Support Agreement 125
Registration Rights and Lock-Up Agreement 125
Stockholders Agreement 126
Post-Combination Company Warrant Agreement 126
Subscription Agreements 126
SoftBank Irrevocable Proxy 127
   
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION RIGHTS AND THE BUSINESS COMBINATION 128
   
U.S. Federal Income Tax Considerations of the Redemption to the Holders of New Beginnings Common Stock 129
U.S. Federal Income Tax Considerations of the Business Combination for Airspan Stockholders 133

 

ii

 

PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL 136
   
Overview 136
Change of Name and Removal of Special Purpose Acquisition Company Provisions 137
Authorized Capital Stock 138
Amendment of Bylaws 138
Removal of Directors 139
Supermajority Vote for Certain Amendments 141
Remove Renouncement of Corporate Opportunities 142
Choice of Forum 143
Vote Required for Approval 144
Recommendation of the Board 144
   
PROPOSAL NOS. 3A-3H — THE GOVERNANCE PROPOSALS 145
   
Overview 145
Vote Required for Approval 146
Recommendation of the Board 146
   
PROPOSAL NO. 4 — THE ELECTION OF DIRECTORS PROPOSAL 147
   
Overview 147
Vote Required for Approval 147
Recommendation of the Board 147
   
PROPOSAL NO. 5 — THE STOCK INCENTIVE PLAN PROPOSAL 148
   
Overview 148
Administration 149
Eligibility 149
General Terms and Conditions of Awards 149
Transferability 151
Prohibition on Repricing Awards 151
Corporate Transactions 151
Amendment and Termination 152
Material Federal Income Tax Consequences 152
Clawback or Recoupment 154
Israeli Aspects of the Plan 154
New Plan Benefits 154
Securities Authorized for Issuance Under the 2009 Plan 155
Interests of Certain Persons in this Proposal 155
Vote Required for Approval 155
Recommendation of New Beginnings’ Board of Directors 155
   
PROPOSAL NO. 6 — THE NYSE AMERICAN PROPOSAL 156
   
Overview 156
Why New Beginnings Needs Stockholder Approval 156
Effect of Proposal on Current Stockholders 156
Vote Required for Approval 157
Recommendation of our Board of Directors 157

 

iii

 

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL 158
   
The Adjournment Proposal 158
Consequences if the Adjournment Proposal is Not Approved 158
Vote Required for Approval 158
Recommendation of the Board 158
   
INFORMATION ABOUT AIRSPAN 159
   
Company Overview 159
The Wireless Communications Industry 159
Business Strategy 160
Products 161
Seasonality 162
Regulation 162
Competition 162
Customers 164
Sales and Marketing 164
Intellectual Property 165
Manufacturing 165
Human Capital Resources 166
Facilities 167
Legal Proceedings 167
   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF AIRSPAN 168
   
AIRSPAN’S EXECUTIVE COMPENSATION 172
   
AIRSPAN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 178
   
CERTAIN AIRSPAN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 198
   
COMPARISON OF AIRSPAN STOCKHOLDERS’ RIGHTS 202
   
INFORMATION ABOUT NEW BEGINNINGS 221
   
Overview 221
Initial Business Combination 222
Submission of Our Initial Business Combination to a Stockholder Vote 222
Permitted Purchases of Our Securities 223
Redemption Rights for Public Stockholders 223
Redemption of Public Shares and Liquidation if No Initial Business Combination 224
Facilities 226
Employees 226
Directors and Executive Officers 226
Family Relationships 228
Number and Terms of Office of Officers and Directors 228
Director Independence 228
Committees of the Board of Directors 228
Director Nominations 231
Delinquent Section 16(a) Reports 231
Code of Ethics, Corporate Governance Guidelines and Committee Charters 231
Executive Compensation 232
Audit Fees 232
Pre-Approval Policy 233
Legal Proceedings 233

 

iv

 

NEW BEGINNINGS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 234
   
Overview 234
Recent Developments 235
Results of Operations 235
Liquidity and Capital Resources 235
   
CERTAIN NEW BEGINNINGS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 241
   
Related Party Policy 242
   
MANAGEMENT OF THE POST-COMBINATION COMPANY FOLLOWING THE BUSINESS COMBINATION 243
   
DESCRIPTION OF THE POST-COMBINATION COMPANY’S SECURITIES 250
   
Authorized and Outstanding Capital Stock 250
Preferred Stock 251
Warrants 252
Post-Combination Company Warrants 253
Dividends 254
Listing of Securities 254
Transfer Agent and Registrar 254
Certain Anti-Takeover Provisions of Delaware Law 254
Limitation on Liability and Indemnification of Directors and Officers 257
   
SHARES ELIGIBLE FOR FUTURE SALE 258
   
Lock-up Agreements and Registration Rights 258
Rule 144 258
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies 259
Rule 701 259
   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW BEGINNINGS 260
   
MARKET PRICE AND DIVIDEND INFORMATION 264
   
New Beginnings 264
Dividends 264
Airspan 264
Dividends 264
   
ADDITIONAL INFORMATION 265
   
Other Matters 265
Legal Matters 265
Experts 265
Delivery of Documents to Stockholders 265
Transfer Agent; Warrant Agent and Registrar 265
   
AIRSPAN APPRAISAL RIGHTS 266
   
WHERE YOU CAN FIND MORE INFORMATION 270
   
INDEX TO FINANCIAL STATEMENTS F-1

 

v

 

ANNEX A — BUSINESS COMBINATION AGREEMENT   Annex A-1
ANNEX B — PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW BEGINNINGS   Annex B-1
ANNEX C — AMENDED AND RESTATED BYLAWS OF NEW BEGINNINGS   Annex C-1
ANNEX D — AIRSPAN NETWORKS HOLDINGS INC. 2021 STOCK INCENTIVE PLAN   Annex D-1
ANNEX E — SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE   Annex E-1
ANNEX F — STOCKHOLDER SUPPORT AGREEMENT   Annex F-1
ANNEX G — SPONSOR SUPPORT AGREEMENT   Annex G-1
ANNEX H — FORM OF SUBSCRIPTION AGREEMENT   Annex H-1
ANNEX I — FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT   Annex I-1
ANNEX J — FORM OF STOCKHOLDERS AGREEMENT   Annex J-1

 

vi

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

 

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by New Beginnings (File No. 333- ) (the “Registration Statement”), constitutes a prospectus of New Beginnings under Section 5 of the Securities Act, with respect to the shares of New Beginnings Common Stock and Post-Combination Company Warrants to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting in lieu of the 2021 annual meeting of New Beginnings stockholders at which New Beginnings stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. This document also constitutes a consent solicitation of Airspan Stockholders with respect to the approval of the Business Combination Agreement and Business Combination.

 

This proxy statement/prospectus/consent solicitation statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy or a written consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

FREQUENTLY USED TERMS

 

In this document:

 

“102 Trustee” means the trustee appointed by Airspan Networks Ltd., an Israeli company limited by shares, from time to time in accordance with the provisions of the Ordinance, and approved by the Israeli Tax Authority, with respect to the Airspan Equity Plan (or any sub-plan thereof) pursuant to which the Airspan 102 Options and Airspan 102 Shares have been granted or issued, as applicable.

 

“4G” means the fourth generation technology standard for broadband cellular networks.

 

“5G” means the fifth generation technology standard for broadband cellular networks.

 

“Aggregate Stock Consideration” means a number of shares of New Beginnings Common Stock equal to the quotient of (a) $682,500,000 divided by (b) $10.00.

 

“Airspan” means Airspan Networks Inc., a Delaware corporation.

 

“Airspan 102 Options” means any Airspan Options granted under Section 102 of the Ordinance.

 

“Airspan 102 Shares” means shares of Airspan Common Stock issued upon exercise of Airspan 102 Options.

 

“Airspan Accelerated Restricted Stock” means all outstanding shares of restricted Airspan Class B Common Stock immediately prior to the Closing granted under the Airspan Equity Plan that are held by a person who is not a service provider to Airspan or any subsidiary of Airspan as of the date of the Business Combination Agreement.

 

“Airspan Board of Directors” means the board of directors of Airspan.

 

“Airspan Capital Stock” means the Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock.

 

“Airspan Class B Common Stock” means Airspan’s Class B Common Stock, with a par value of $0.0003 per share.

 

“Airspan Class C Common Stock” means Airspan’s Class C Common Stock, with a par value of $0.0003 per share.

 

“Airspan Common Stock” means Airspan’s Common Stock, with a par value of $0.0003 per share.

 

“Airspan Equity Plan” means the Airspan Networks Inc. 2009 Omnibus Equity Compensation Plan, as such may have been amended, supplemented or modified from time to time.

 

 1 

 

“Airspan Options” means all outstanding options to purchase shares of Airspan Common Stock or Airspan Class B Common Stock, as applicable, whether or not exercisable and whether or not vested, immediately prior to the Closing granted under the Airspan Equity Plan.

 

“Airspan Preferred Stock” means Airspan’s Convertible Preferred Stock, with a par value of $0.0001 per share.

 

“Airspan Restricted Stock” means all outstanding shares of restricted Airspan Common Stock or Airspan Class B Common Stock, as applicable, immediately prior to the Closing granted under the Airspan Equity Plan.

 

“Airspan Stockholder Approval” means the adoption of the Business Combination Agreement by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock, voting together as a single class, and 60% of the issued and outstanding shares of Airspan Voting Preferred Stock, voting together as a single class on an as-converted basis.

 

“Airspan Stockholders” means, collectively, holders of shares Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock.

 

“Airspan Voting Capital Stock” means the Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock.

 

“Airspan Voting Preferred Stock” means the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Senior Preferred Stock, Series F Senior Preferred Stock, Series G Senior Preferred Stock and Series H Senior Preferred Stock.

 

“broker non-vote” means the failure of a New Beginnings stockholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

 

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

 

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 8, 2021, as it may be amended and/or restated from time to time, by and among New Beginnings, Airspan and Merger Sub.

 

“Closing” means the consummation of the Business Combination.

 

“Closing Date” means the date on which the Closing occurs.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or any other law, decree, judgment, injunction or other order, directive, guidelines or recommendations by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, or industry group in connection with or in response to the COVID-19 or SARS-CoV-2 virus, or any evolution or mutation thereof, including the Coronavirus Aid, Relief, and Economic Security Act and any amendments or regulatory guidance relating thereto.

 

“DGCL” means the Delaware General Corporation Law.

 

“Dissenting Shares” means shares of Airspan Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of Airspan who have neither voted in favor of the Business Combination nor consented thereto in writing and who have demanded properly in writing appraisal for such Airspan Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights under Section 262 of the DGCL.

 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

 

 2 

 

“Exchanged Options” means the options to purchase shares of New Beginnings Common Stock issued at the Effective Time, pursuant to and subject to the terms set forth in the Business Combination Agreement and by virtue of the Merger, upon conversion of Airspan Options that are outstanding immediately prior to the Effective Time.

 

“Exchanged Restricted Stock” means the shares of restricted New Beginnings Common Stock or restricted stock units with respect to shares of New Beginnings Common Stock issued at the Effective Time, pursuant to and subject to the terms set forth in the Business Combination Agreement and by virtue of the Merger, upon conversion of shares of Airspan Restricted Stock that are outstanding immediately prior to the Effective Time and that are not Airspan Accelerated Restricted Stock.

 

“Founder Shares” means the shares of New Beginnings Common Stock initially purchased by the Sponsor in a private placement in September 2020.

 

“GAAP” means United States generally accepted accounting principles.

 

“Investment Company Act” means the Investment Company Act of 1940, as amended.

 

“IPO” means New Beginnings’ initial public offering of units, consummated on November 3, 2020.

 

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

 

“Key Airspan Stockholders” means Oak Investment Partners XI, Limited Partnership, Oak Investment Partners XIII, Limited Partnership, Qualcomm Incorporated and SoftBank Group Capital Limited.

 

“Merger” means the merging of Merger Sub with and into Airspan, with Airspan surviving the Merger as a wholly-owned subsidiary of New Beginnings.

 

“Merger Sub” means Artemis Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of New Beginnings.

 

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.01 per share.

 

“Net Exercise” means the automatic exercise of each outstanding unexercised warrant to purchase shares of Series D Preferred Stock or Series H Senior Preferred Stock, pursuant to the terms thereof, using the next exercise method set forth therein, immediately prior to the Effective Time.

 

“New Beginnings” means New Beginnings Acquisition Corp., a Delaware corporation.

 

“New Beginnings Common Stock” means New Beginnings’ common stock, par value $0.0001 per share.

 

“New Beginnings Unit” means one share of New Beginnings Common Stock and one New Beginnings Warrant.

 

“New Beginnings Warrant Agreement” means the warrant agreement, dated as of October 29, 2020, by and between New Beginnings and Continental Stock Transfer & Trust Company, governing New Beginnings’ outstanding warrants.

 

“New Beginnings Warrants” means warrants to purchase shares of New Beginnings Common Stock as contemplated under the New Beginnings Warrant Agreement, with each whole warrant exercisable for one share of New Beginnings Common Stock at an exercise price of $11.50 per whole share.

 

“NYSE” means the New York Stock Exchange.

 

“NYSE American” means NYSE American LLC.

 

“Open RAN” means open radio access network.

 

“Option Tax Ruling” means a ruling from the Israeli Tax Authority determining that the exchange of Airspan 102 Shares for New Beginnings Common Stock and Post-Combination Company Warrants and the exchange of Airspan 102 Options for Exchanged Option does not constitute a taxable event and that tax continuity will apply to the New Beginnings Common Stock and Exchanged Options and that no tax withholding will be due upon Closing with respect to the Airspan 102 Shares and Airspan 102 Options.

 

 3 

 

“Ordinance” means the Israeli Income Tax Ordinance (New Version), 1961, and all rules and regulations promulgated thereunder.

 

“PCAOB” means the Public Company Accounting Oversight Board.

 

“PCAOB Audited Financials” means the audited consolidated balance sheet of Airspan as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of Airspan for the years ended December 31, 2018, December 31, 2019, and December 31, 2020, each audited in accordance with the auditing standards of the PCAOB and Generally Accepted Auditing Standards and included in this proxy statement/prospectus/consent solicitation statement.

 

“PIPE” means the sale of PIPE Shares to the Subscribers, for a purchase price of $10.00 per share for an aggregate purchase price of $75 million, in a private placement.

 

“PIPE Shares” means an aggregate of 7,500,000 shares of New Beginnings Common Stock to be issued to Subscribers in the PIPE, for a purchase price of $10.00 per share.

 

“Placement Shares” means the shares of New Beginnings Common Stock included in the Placement Units.

 

“Placement Units” means the New Beginnings Units purchased in a private placement in connection with the IPO.

 

“Placement Warrants” means the warrants to purchase shares of New Beginnings Common Stock included in the Placement Units.

 

“Post-Combination Company” means New Beginnings immediately upon the consummation of the Business Combination.

 

“Post-Combination Company $12.50 Warrants” means 3,000,000 warrants to purchase shares of New Beginnings Common Stock as contemplated under the Post-Combination Company Warrant Agreement, with each warrant exercisable for one share of New Beginnings Common Stock at an exercise price of $12.50.

 

“Post-Combination Company $15.00 Warrants” means 3,000,000 warrants to purchase shares of New Beginnings Common Stock as contemplated under the Post-Combination Company Warrant Agreement, with each warrant exercisable for one share of New Beginnings Common Stock at an exercise price of $15.00.

 

“Post-Combination Company $17.50 Warrants” means 3,000,000 warrants to purchase shares of New Beginnings Common Stock as contemplated under the Post-Combination Company Warrant Agreement, with each warrant exercisable for one share of New Beginnings Common Stock at an exercise price of $17.50.

 

“Post-Combination Company Warrant Agreement” means a warrant agreement governing the Post-Combination Company Warrants (to be entered into at Closing) in substantially the form attached as Exhibit C to the Business Combination Agreement.

 

“Post-Combination Company Warrants” means the Post-Combination Company $12.50 Warrants, the Post-Combination Company $15.00 Warrants and the Post-Combination Company $17.50 Warrants.

 

“prospectus” means the prospectus included in the Registration Statement on Form S-4 (Registration No. 333- ) filed with the SEC.

 

“Public Shares” means shares of New Beginnings Common Stock issued as part of the units sold in the IPO.

 

“Public Stockholders” means the holders of Public Shares.

 

“Public Warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of New Beginnings Common Stock, in accordance with its terms.

 

“Registration Rights and Lock-Up Agreement” means the Amended and Restated Registration Rights Agreement of New Beginnings to be entered into in connection with the Closing by New Beginnings, certain Airspan Stockholders and certain New Beginnings stockholders (including the Sponsor).

 

 4 

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities Act” means the U.S. Securities Act of 1933, as amended.

 

“Series B Preferred Stock” means the shares of Airspan Preferred Stock designated as Series B Preferred Stock in Airspan’s certificate of incorporation.

 

“Series C Preferred Stock” means the shares of Airspan Preferred Stock designated as Series C Preferred Stock in Airspan’s certificate of incorporation.

 

“Series D Preferred Stock” means the shares of Airspan Preferred Stock designated as Series D Preferred Stock in Airspan’s certificate of incorporation.

 

“Series E Senior Preferred Stock” means the shares of Airspan Preferred Stock designated as Series E Senior Preferred Stock in Airspan’s certificate of incorporation.

 

“Series F Senior Preferred Stock” means the shares of Airspan Preferred Stock designated as Series F Senior Preferred Stock in Airspan’s certificate of incorporation.

 

“Series G Senior Preferred Stock” means the shares of Airspan Preferred Stock designated as Series G Senior Preferred Stock in Airspan’s certificate of incorporation.

 

“Series H Senior Preferred Stock” means the shares of Airspan Preferred Stock designated as Series H Senior Preferred Stock in Airspan’s certificate of incorporation.

 

“special meeting” means the special meeting in lieu of the 2021 annual meeting of the stockholders of New Beginnings that is the subject of this proxy statement/prospectus/consent solicitation statement.

 

“Sponsor” means New Beginnings Sponsor, LLC, a Delaware limited liability company.

 

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of March 8, 2021, by and among Sponsor, Airspan and New Beginnings.

 

“Stockholder Support Agreement” means the Stockholder Support Agreement, dated as of March 8, 2021, by and among New Beginnings and the Key Airspan Stockholders.

 

“Stockholders Agreement” means the Stockholders Agreement to be entered into in connection with the Closing by New Beginnings, the Sponsor and certain Airspan Stockholders.

 

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of New Beginnings.

 

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Placement Units.

 5 

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of New Beginnings stockholders, including with respect to the proposed Business Combination, and the consent solicitation of Airspan Stockholders. The following questions and answers may not include all the information that is important to New Beginnings or Airspan stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes attached hereto and the other documents referred to herein.

 

Questions and Answers About the Special Meeting of New Beginnings’ Stockholders and the Related Proposals

 

Q.Why am I receiving this proxy statement/prospectus/consent solicitation statement?

 

A.New Beginnings has entered into the Business Combination Agreement with Merger Sub and Airspan, pursuant to which Merger Sub will be merged with and into Airspan, with Airspan surviving the Merger as a wholly-owned direct subsidiary of New Beginnings. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A.

 

Upon the Closing, each share of Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock issued and outstanding immediately prior to the Closing (excluding Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock) will automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet (as defined below), the number of shares of New Beginnings Common Stock and New Beginnings Warrants set forth in the Payment Spreadsheet. See “Summary of the proxy statement/prospectus/consent solicitation statement — Ownership of the Post-Combination Company After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information on the Merger Consideration (as defined below) and the other consideration to be paid in connection with the Closing of the Business Combination.

 

New Beginnings stockholders are being asked to consider and vote on the Business Combination Proposal to approve the adoption of the Business Combination Agreement and approve the Business Combination, among other proposals.

 

The New Beginnings Common Stock, New Beginnings Warrants and New Beginnings Units are currently listed on the NYSE American under the symbols “NBA,” “NBA WS” and “NBA.U,” respectively. New Beginnings intends to apply to continue the listing of the New Beginnings Common Stock and New Beginnings Warrants on the NYSE American under the symbols “MIMO” and “MIMO WS,” respectively, upon the Closing. All outstanding New Beginnings Units will be separated into their component securities immediately prior to the Closing. Accordingly, the Post-Combination Company will not have any units following consummation of the Business Combination, and therefore there will be no NYSE American listing of the New Beginnings Units following the consummation of the Business Combination.

 

This proxy statement/prospectus/consent solicitation statement and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Beginnings with respect to the New Beginnings Common Stock and Post-Combination Company Warrants issuable in connection with the Business Combination and a consent solicitation of Airspan Stockholders with respect to the approval of the Business Combination Agreement and Business Combination.

 

Q.What matters will stockholders consider at the special meeting?

 

A.At the New Beginnings special meeting of stockholders, New Beginnings will ask its stockholders to vote in favor of the following proposals (the “New Beginnings Proposals”):

 

The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

 

 6 

 

The Charter Amendment Proposal — a proposal to adopt the proposed second amended and restated certificate of incorporation of New Beginnings attached as Annex B to this proxy statement/prospectus/consent solicitation statement.

 

The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between New Beginnings’ current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation.

 

The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of the Post-Combination Company following the Closing of the Business Combination.

 

The Stock Incentive Plan Proposal — a proposal to approve and adopt the stock incentive plan established to be effective after the Closing of the Business Combination.
  
The NYSE American Proposal — a proposal to issue New Beginnings Common Stock pursuant to the Business Combination Agreement and to the investors in the PIPE.

 

The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

 

Q.Are any of the proposals conditioned on one another?

 

A.The Charter Amendment Proposal, Election of Directors Proposal, Stock Incentive Plan Proposal and NYSE American Proposal are all conditioned on the approval of the Business Combination Proposal. The Governance Proposals and the Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that any of the Business Combination Proposal, Charter Amendment Proposal, Stock Incentive Plan Proposal or NYSE American Proposal is not approved, then New Beginnings will not consummate the Business Combination. The Business Combination is not conditioned on the approval of the Election of Directors Proposal. If New Beginnings does not consummate the Business Combination and fails to complete an initial business combination by November 3, 2021 (subject to any applicable extension), then New Beginnings will be required to dissolve and liquidate.

 

Q.What will happen upon the consummation of the Business Combination?

 

A.On the Closing Date, Merger Sub will merge into Airspan, whereupon Merger Sub will cease to exist and Airspan will continue as the Surviving Corporation and become a direct wholly-owned subsidiary of New Beginnings. The Merger will have the effects specified under Delaware law. The aggregate transaction consideration to be paid in the Business Combination will be (i) a number of shares of New Beginnings Common Stock (including shares of New Beginnings Common Stock underlying stock options, shares of restricted stock and restricted stock units) equal to $682,500,000, divided by $10.00, (ii) 3,000,000 Post-Combination Company $12.50 Warrants, (iii) 3,000,000 Post-Combination Company $15.00 Warrants, (iv) 3,000,000 Post-Combination Company $17.50 Warrants and (v) $17,500,000 in cash. The aggregate transaction consideration will be allocated among the holders of shares of Airspan Capital Stock (including holders of shares of Airspan Capital Stock issued pursuant to the net exercise of warrants to purchase Airspan Capital Stock and holders of shares of Airspan Restricted Stock), holders of Airspan stock options and MIP Participants. See “The Business Combination” for further information on the consideration being paid in the Business Combination.

 

Q.Why is New Beginnings proposing the Business Combination Proposal?

 

A.New Beginnings was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. New Beginnings is not limited to any particular industry or sector.

 

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New Beginnings received $116,150,000 from its IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Placement Units, which was placed into the Trust Account immediately following the IPO. In accordance with New Beginnings’ amended and restated certificate of incorporation, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

There currently are 14,920,000 shares of New Beginnings Common Stock issued and outstanding, consisting of 11,500,000 Public Shares, 2,875,000 Founder Shares and 545,000 Placement Shares. In addition, there currently are 12,045,000 New Beginnings Warrants issued and outstanding, consisting of 11,500,000 Public Warrants and 545,000 Placement Warrants. Each whole New Beginnings Warrant entitles the holder thereof to purchase one share of New Beginnings Common Stock at a price of $11.50 per share. The New Beginnings Warrants will become exercisable 30 days after the completion of a business combination or 12 months from the closing of the IPO, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Placement Warrants included in the Placement Units will be non-redeemable so long as they are held by our Sponsor or its permitted transferees.

 

Under New Beginnings’ amended and restated certificate of incorporation, New Beginnings must provide all Public Stockholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of New Beginnings’ initial business combination in conjunction with a stockholder vote.

 

Q.Who is Airspan?

 

A.Airspan is a U.S.-based 5G end-to-end, 4G, Open RAN and fixed wireless access hardware and software provider with a product portfolio spanning 150 patents granted and 94 patents pending. Airspan is headquartered in Boca Raton, Florida and has global offices in London, Tel Aviv, Mumbai, and Tokyo. See “Information About Airspan.”

 

Q.What equity stake will current New Beginnings stockholders and Airspan Stockholders have in the Post-Combination Company after the Closing?

 

A.It is anticipated that, upon the completion of the Business Combination, the ownership of the Post-Combination Company will be as follows:

 

current Airspan Stockholders (including holders of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock) will own 59,364,647 shares of New Beginnings Common Stock, representing approximately 72.7% of the total shares outstanding;

 

the investors in the PIPE will own 7,500,000 shares of New Beginnings Common Stock, representing approximately 9.2% of the total shares outstanding;

 

the Public Stockholders will own 11,500,000 shares of New Beginnings Common Stock, representing approximately 14.1% of the total shares outstanding; and

 

the Sponsor will own 3,241,000 shares of New Beginnings Common Stock (excluding any shares of New Beginnings Common Stock purchased in the PIPE), representing approximately 4.0% of the total shares outstanding.

 

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the Public Stockholders exercise their redemption rights and that Airspan does not issue any additional equity securities prior to the Merger. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of New Beginnings Warrants or Post-Combination Company Warrants or (ii) shares issuable upon the exercise of outstanding options to purchase shares of Airspan Common Stock or Airspan Class B Common stock, or upon settlement of MIP RSUs (as defined below).

 

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Q.Who will be the officers and directors of New Beginnings if the Business Combination is consummated?

 

A.The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the board of directors of the Post-Combination Company (the “Post-Combination Board”) will be comprised of eight individuals designated as provided in the Business Combination Agreement and the Stockholders Agreement attached as an exhibit thereto. Additionally, the Stockholders Agreement will provide that, from and after the Closing and until such time as the Sponsor beneficially owns less than 1,535,000 shares of New Beginnings Common Stock, the Sponsor will have the right to nominate one director to the Post-Combination Board (the “Sponsor Director”), who will initially be Michael S. Liebowitz. The Stockholders Agreement will also provide that, if the Sponsor Director is an independent director, the Sponsor Director will be appointed to, and serve on, the nominating and corporate governance committee of the Post-Combination Board (or, if there is no nominating and corporate governance committee of the Post-Combination Board, such other committee of the Post-Combination Board that is primarily responsible for nominating and corporate governance matters). See “Management of the Post-Combination Company Following the Business Combination.”

 

Q.What conditions must be satisfied to complete the Business Combination?

 

A.There are a number of closing conditions in the Business Combination Agreement, including that New Beginnings’ stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

 

Q.What happens if I sell my shares of New Beginnings Common Stock before the special meeting of stockholders?

 

A.The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of New Beginnings Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.

 

Q.What vote is required to approve the proposals presented at the special meeting of stockholders?

 

A.The approval of the Business Combination Proposal, Governance Proposals (on an advisory basis), Stock Incentive Plan Proposal, NYSE American Proposal and Adjournment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of the then outstanding shares of New Beginnings Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, a New Beginnings stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders or a broker non-vote will have no effect on these Proposals. An abstention will have no effect on the Business Combination Proposal, the Governance Proposals and the Adjournment Proposal, but will have the same effect as a vote against the Stock Incentive Plan Proposal and the NYSE American Proposal.

 

The approval of the Charter Amendment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of all then outstanding shares of New Beginnings Common Stock. Accordingly, a New Beginnings stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against the Charter Amendment Proposal.

 

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of New Beginnings Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, a New Beginnings stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

 

Q.How do New Beginnings’ initial stockholders intend to vote on the proposals?

 

A.The Sponsor is entitled to vote an aggregate of approximately 23% of the outstanding shares of New Beginnings Common Stock. The Sponsor and New Beginnings’ directors and officers have agreed to vote any Founder Shares and any Public Shares held by them as of the record date in favor of each of the proposals presented at the special meeting.

 

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Q.Do Airspan’s stockholders need to approve the Business Combination?

 

A.Yes. Contemporaneously with the execution of the Business Combination Agreement, the Key Airspan Stockholders entered into the Stockholder Support Agreement, pursuant to which, among other things and subject to the terms and conditions therein, the Key Airspan Stockholders agreed to vote all shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock beneficially owned by such stockholders in favor of adoption and approval of the Business Combination Agreement and the Business Combination and not to (a) transfer any of their shares of Airspan Common Stock, Airspan Class B Common Stock or Airspan Voting Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Collectively, as of the Airspan Record Date (as defined below), the Key Airspan Stockholders held approximately 55.2% of the voting power of the issued and outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock and approximately 62.6% of the issued and outstanding shares of Airspan Voting Preferred Stock, on an as-converted basis. The Key Airspan Stockholders therefore hold a sufficient number of shares of Airspan Capital Stock to approve the Business Combination without the vote of any other Airspan Stockholder. For further information, please see the section entitled “Certain Agreements Related to The Business Combination — Stockholder Support Agreement.”

 

Q.May the Sponsor or New Beginnings’ directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

 

A.In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and New Beginnings’ board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for cash in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Airspan. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares for cash. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to New Beginnings for use in the Business Combination.

 

Q.How many votes do I have at the special meeting of stockholders?

 

A.New Beginnings’ stockholders are entitled to one vote at the special meeting for each share of New Beginnings Common Stock held of record as of the record date. As of the close of business on the record date, there were     outstanding shares of New Beginnings Common Stock.

 

Q.What interests do New Beginnings’ current officers and directors have in the Business Combination?

 

A.New Beginnings’ board of directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

 

the beneficial ownership of the Sponsor, which is controlled by Michael S. Liebowitz, New Beginnings’ Chief Executive Officer, and Russell W. Galbut, New Beginnings’ Chairman, of an aggregate of 3,911,000 shares of New Beginnings Common Stock, consisting of:

 

2,821,000 Founder Shares retained by the Sponsor, out of 2,875,000 Founder Shares initially purchased by the Sponsor for an aggregate price of $25,000; and

 

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545,000 Placement Shares and 545,000 shares of New Beginnings Common Stock underlying Placement Warrants, which together comprise the 545,000 Placement Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of $5,450,000;

 

all of which shares and warrants would become worthless if New Beginnings does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $          million and $         million, respectively, based on the closing price of New Beginnings Common Stock of $       and the closing price of New Beginnings Warrants of $          on the NYSE American on              , 2021, the most recent practicable date;

 

the beneficial ownership of Dean Walsh, Mr. Garrett and Mr. Del Rio of 18,000 Founder Shares each, initially purchased from the Sponsor for an aggregate price of $486, all of which Founder Shares would become worthless if New Beginnings does not complete a business combination within the applicable time period, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $     million, based on the closing price of New Beginnings Common Stock of $         on the NYSE American on         , 2021, the most recent practicable date;

 

the economic interests in the Sponsor held by certain of New Beginnings’ officers and directors, which gives them an indirect pecuniary interest in the shares of New Beginnings Common Stock and New Beginnings Warrants held by the Sponsor, and which interests would also become worthless if New Beginnings does not complete a business combination within the applicable time period, including the following:

 

Mr. Galbut and Mr. Liebowitz made investments in the equity of the Sponsor in the amount of $1,412,188 each, which gives each of Mr. Galbut and Mr. Liebowitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $       million and $       , respectively, in each case based on the closing price of New Beginnings Common Stock of $       and the closing price of New Beginnings Warrants of $       on the NYSE American on             , 2021, the most recent practicable date;

 

Mr. Del Rio made an investment in the equity of the Sponsor in the amount of $417,406, which gives Mr. Del Rio an economic interest in the Sponsor equivalent to an additional 261,932 shares of New Beginnings Common Stock and 41,741 New Beginnings Warrants, which would have a market value of approximately $       million and $       , respectively, in each case based on the closing price of New Beginnings Common Stock of $       and the closing price of New Beginnings Warrants of $       on the NYSE American on       , 2021, the most recent practicable date; and

 

Mr. Weitz made an investment in the equity of the Sponsor in the amount of $1,399,688, which gives Mr. Weitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $       million and $       , respectively, in each case based on the closing price of New Beginnings Common Stock of $       and the closing price of New Beginnings Warrants of $       on the NYSE American on       , 2021, the most recent practicable date;

 

New Beginnings’ board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on New Beginnings’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

 

the Sponsor and New Beginnings’ officers, directors or their affiliates have made, and may make additional, working capital loans prior to the Closing of the Business Combination, which may not be repaid if the Business Combination is not completed;

 

the anticipated continuation of Michael S. Liebowitz, New Beginnings’ Chief Executive Officer and a director, as a director of the Post-Combination Company following the Closing; and

 

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the continued indemnification of current directors and officers of New Beginnings and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

These interests may influence New Beginnings’ board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section entitled “The Business Combination — Interests of New Beginnings’ Directors and Officers in the Business Combination.”

 

Q.Did New Beginnings’ board of directors obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

 

A.New Beginnings’ board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. New Beginnings’ board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. New Beginnings’ board of directors also determined, without seeking a valuation from a financial advisor, that Airspan’s fair market value was at least 80% of New Beginnings’ net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of New Beginnings’ board of directors as described above in valuing Airspan’s business and assuming the risk that New Beginnings’ board of directors may not have properly valued such business.

 

Q.What happens if the Business Combination Proposal is not approved?

 

A.If the Business Combination Proposal is not approved and New Beginnings does not consummate a business combination by November 3, 2021 (subject to any applicable extension), or amend its amended and restated certificate of incorporation to extend the date by which New Beginnings must consummate an initial business combination, New Beginnings will be required to dissolve and liquidate the Trust Account.

 

Q.Do I have redemption rights?

 

A.If you are a holder of Public Shares, you have the right to demand that New Beginnings redeem your Public Shares in exchange for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand redemption of the Public Shares as “redemption rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and each of New Beginnings’ officers and directors have agreed to waive their redemption rights with respect to their Founder Shares, Private Shares and any Public Shares that they may have acquired during or after the IPO, in connection with the completion of New Beginnings’ initial business combination. These shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on December 31, 2020, the estimated per share redemption price would have been approximately $10.10. This is greater than the $10.00 IPO price of New Beginnings Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest will be net of taxes payable by New Beginnings), in connection with the liquidation of the Trust Account.

 

Q.Will how I vote affect my ability to exercise redemption rights?

 

A.No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE American or any other exchange.

 

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Q.How do I exercise my redemption rights?

 

A.A holder of Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that New Beginnings redeem your Public Shares for cash, and deliver your Public Shares to Continental Stock Transfer & Trust Company, New Beginnings’ transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System no later than two business days prior to the special meeting. Any holder of Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. As of December 31, 2020, New Beginnings had not recorded an accrual for any estimated federal income taxes payable for the current year.

 

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for redemption to New Beginnings’ transfer agent and later decide prior to the special meeting not to elect redemption, you may request that New Beginnings’ transfer agent return the shares (physically or electronically). You may make such request by contacting New Beginnings’ transfer agent at the address listed under the question “Who can help answer my questions?” below.

 

Any written demand of redemption rights must be received by New Beginnings’ transfer agent at least two business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

 

If you are a holder of Public Shares (including through the ownership of New Beginnings Units) and you exercise your redemption rights, it will not result in the loss of any New Beginnings Warrants that you may hold (including those contained in any New Beginnings Units you hold). Your New Beginnings Warrants will become exercisable to purchase one share of New Beginnings Common Stock for a purchase price of $11.50 beginning the later of 30 days after consummation of the Business Combination or 12 months from the closing of the IPO.

 

Q.What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.New Beginnings stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of New Beginnings Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A stockholder’s tax basis in his, her or its shares of New Beginnings Common Stock generally will equal the cost of such shares. A stockholder who purchased New Beginnings Units will have to allocate the cost between the shares of New Beginnings Common Stock or New Beginnings Warrants comprising the New Beginnings Units based on their relative fair market values at the time of the purchase.

 

For a more detailed discussion of the material U.S. federal income tax consequences of your redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

 

Q.If I hold New Beginnings Warrants, can I exercise redemption rights with respect to my warrants?

 

A.No. Holders of New Beginnings Warrants do not have any redemption rights with respect to such warrants.

 

Q.Do I have appraisal rights if I object to the proposed Business Combination?

 

A.No. There are no appraisal rights available to holders of shares of New Beginnings Common Stock in connection with the Business Combination.

 

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Q.What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A.If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) New Beginnings stockholders who properly exercise their redemption rights and (ii) expenses incurred by Airspan and New Beginnings in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of New Beginnings and Airspan following the Business Combination.

 

Q.What happens if the Business Combination is not consummated?

 

A.There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

 

If, as a result of the termination of the Business Combination Agreement or otherwise, New Beginnings is unable to complete a business combination by November 3, 2021 (subject to any applicable extension), New Beginnings’ amended and restated certificate of incorporation provides that New Beginnings 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 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to New Beginnings but net of taxes payable, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of New Beginnings’ remaining stockholders and New Beginnings’ board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — New Beginnings may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate” and “— New Beginnings’ stockholders may be held liable for claims by third parties against New Beginnings to the extent of distributions received by them.” The Sponsor has waived any right to any liquidation distribution with respect to the Founder Shares.

 

In the event of liquidation, there will be no distribution with respect to outstanding New Beginnings Warrants. Accordingly, the New Beginnings Warrants will expire worthless.

 

Q.When is the Business Combination expected to be completed?

 

A.It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

 

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.

 

Q.What do I need to do now?

 

A.You are urged to carefully read and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q.How do I vote?

 

A.If you were a holder of record of New Beginnings Common Stock on         , 2021, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person via the virtual meeting platform at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

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Voting by Mail.    By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your shares of New Beginnings Common Stock at the special meeting in the manner you indicate. New Beginnings encourages you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by          Eastern Time on         , 2021.

 

Voting at the Special Meeting via the Virtual Meeting Platform.    If you attend the special meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your shares of New Beginnings Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person via the virtual meeting platform at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section entitled “The Special Meeting of New Beginnings Stockholders.”

 

Q.What will happen if I abstain from voting or fail to vote at the special meeting?

 

A.At the special meeting of stockholders, New Beginnings will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote “against” the Charter Amendment Proposal, Stock Incentive Plan Proposal and NYSE American Proposal and will have no effect on the Business Combination Proposal, Governance Proposals, Election of Directors Proposal and Adjournment Proposal. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting will have the same effect as a vote “against” the Charter Amendment Proposal and will have no effect on the other proposals.

 

Q.What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A.Signed and dated proxies received by New Beginnings without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

 

Q.Do I need to attend the special meeting of stockholders to vote my shares?

 

A.No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus/consent solicitation statement. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. New Beginnings encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus/consent solicitation statement.

 

Q.If I am not going to attend the special meeting of stockholders virtually, should I return my proxy card instead?

 

A.Yes. Whether you plan to attend the special meeting virtually or not, please read and consider the information contained in this proxy statement/prospectus/consent solicitation statement carefully and vote your shares of New Beginnings Common Stock by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

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Q.If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the New Beginnings Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will not be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

 

Q.May I change my vote after I have mailed my signed proxy card?

 

A.Yes. You may change your vote by sending a later-dated, signed proxy card to New Beginnings’ secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the special meeting and vote in person virtually. You also may revoke your proxy by sending a notice of revocation to New Beginnings’ secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

 

Q.What should I do if I receive more than one set of voting materials?

 

A.You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q.What is the quorum requirement for the special meeting of stockholders?

 

A.A quorum will be present at the special meeting of stockholders if a majority of the New Beginnings Common Stock outstanding and entitled to vote at the meeting is represented in person (which would include presence at a virtual meeting) or by proxy.

 

As of the record date for the special meeting,              shares of New Beginnings Common Stock would be required to achieve a quorum.

 

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person (which would include presence at a virtual meeting) at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

 

Q.What happens to the New Beginnings Warrants I hold if I vote my shares of New Beginnings Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

 

A.Properly exercising your redemption rights as a New Beginnings stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your New Beginnings Warrants, and if New Beginnings does not otherwise consummate an initial business combination by November 3, 2021 (subject to any applicable extension), New Beginnings will be required to dissolve and liquidate, and your New Beginnings Warrants will expire worthless.

 

Q.Who will solicit and pay the cost of soliciting proxies?

 

A.New Beginnings will pay the cost of soliciting proxies for the special meeting. New Beginnings has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. New Beginnings has agreed to pay Morrow Sodali LLC a fee of $27,500. New Beginnings will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. New Beginnings also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of New Beginnings Common Stock for their expenses in forwarding soliciting materials to beneficial owners of New Beginnings Common Stock and in obtaining voting instructions from those owners. New Beginnings’ directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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Q.Who can help answer my questions?

 

A.If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or the proxy card you should contact our proxy solicitor at:

 

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: NBA.info@investor.morrowsodali.com

 

You may also contact New Beginnings at:

 

New Beginnings Acquisition Corp.
800 1st Street

Unit 1

Miami Beach, FL 33139
(917) 592-7979
Attention: Chief Executive Officer

 

To obtain timely delivery, New Beginnings’ stockholders and warrantholders must request the materials no later than five business days prior to the special meeting.

 

You may also obtain additional information about New Beginnings from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

 

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to New Beginnings’ transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

 

Questions and Answers About Airspan’s Consent Solicitation

 

Q.Did the Airspan Board of Directors approve the Business Combination Agreement?

 

A.Yes. After consideration, the Airspan Board of Directors unanimously approved and declared that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Airspan and the Airspan Stockholders. See the section entitled “Airspan’s Solicitation of Written Consents — Purpose of the Consent Solicitation; Recommendation of the Airspan Board of Directors” of this proxy statement/prospectus/consent solicitation statement.

 

Q.What am I being asked to approve?

 

A.Airspan Stockholders are being asked to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the Merger (the “Airspan Business Combination Proposal”), by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement.

 

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Q.What is the recommendation of the Airspan Board of Directors?

 

A.The Airspan Board of Directors unanimously recommends that Airspan Stockholders approve and adopt the Airspan Business Combination Proposal.

 

Q.Do any of Airspan’s directors or officers have interests in the Business Combination that may differ from, or be in addition to, the interests of Airspan Stockholders?

 

A.Yes. Airspan Stockholders should be aware that aside from their interests as stockholders of Airspan, Airspan’s officers and members of the Airspan Board of Directors have interests in the Business Combination that are different from, or in addition to, those of other Airspan Stockholders generally. Airspan Stockholders should take these interests into account in deciding whether to adopt and approve the Airspan Business Combination Proposal. See the section entitled “The Business Combination — Interests of Airspan’s Directors and Executive Officers in the Business Combination” of this proxy statement/prospectus/consent solicitation statement.

 

Q.Who is entitled to give a written consent for Airspan?

 

A.The record date for determining the holders of Airspan Voting Capital Stock entitled to execute and deliver written consents with respect to the Airspan Business Combination Proposal is , 2021 (the “Airspan Record Date”). Holders of Airspan Voting Capital Stock as of the close of business on the Airspan Record Date will be entitled to give or withhold a consent with respect to the Airspan Business Combination Proposal using the written consent furnished with this proxy statement/prospectus/consent solicitation statement.

 

Q.What approval is required by Airspan Stockholders to approve and adopt the Airspan Business Combination Proposal?

 

A.The approval and adoption of the Airspan Business Combination Proposal requires the affirmative vote or consent of the holders of at least (i) a majority in voting power of the issued and outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock, voting together as a single class, and (ii) 60% of the issued and outstanding shares of Airspan Voting Preferred Stock, voting together as a single class on an as-converted basis.

 

Concurrently with the execution of the Business Combination Agreement, New Beginnings and the Key Airspan Stockholders entered into the Stockholder Support Agreement, which provides, among other things, that each Key Airspan Stockholder will, within 24 hours after Airspan’s request, execute and deliver a written consent with respect to the outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock held by such Key Airspan Stockholder approving and adopting the Business Combination Agreement and the transactions contemplated thereby, including the Merger. The Business Combination Agreement provides that New Beginnings may terminate the Business Combination Agreement if Airspan fails to deliver the written consent to New Beginnings within 48 hours after the Registration Statement is declared effective by the SEC. The shares of Airspan Voting Capital Stock that are owned by the Key Airspan Stockholders and subject to the Stockholder Support Agreement represent approximately 55.2% of the voting power of the issued and outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock and approximately 62.6% of the issued and outstanding shares of Airspan Voting Preferred Stock, on an as-converted basis, in each case, as of the Airspan Record Date. The Key Airspan Stockholders therefore hold a sufficient number of shares of Airspan Voting Capital Stock to approve and adopt the Airspan Business Combination Proposal without the vote of any other Airspan Stockholder.

 

Q.What will happen if the Airspan Business Combination Proposal is not approved?

 

A.Airspan Stockholders must approve and adopt the Airspan Business Combination Proposal as a condition to the Business Combination.

 

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Q.How can I return my written consent?

 

A.If you hold shares of Airspan Voting Capital Stock as of the close of business on the Airspan Record Date and you wish to consent to the Airspan Business Combination Proposal with respect to your shares of Airspan Voting Capital Stock, you must fill out the written consent enclosed with this proxy statement/prospectus/consent solicitation statement, date and sign it, and return it to Airspan by the Airspan Consent Deadline (as defined below). Once you have completed, dated and signed the written consent, you may deliver it to Airspan by emailing a .pdf copy to infostat@airspan.com or by mailing your written consent to Airspan at 777 Yamato Road, Suite 310, Boca Raton, Florida 33431, Attention: Secretary. Airspan will not call or convene any meeting of Airspan Stockholders in connection with the approval of the Airspan Business Combination Proposal. Airspan Stockholders should not send stock certificates with their written consents.

 

Q.What happens if I do not return my written consent?

 

A.If you hold shares of Airspan Voting Capital Stock as of the close of business on the Airspan Record Date and you do not return your written consent, it will have the same effect as a vote against the Airspan Business Combination Proposal. However, the Stockholder Support Agreement provides, among other things, that each Key Airspan Stockholder will execute and deliver a written consent with respect to the outstanding shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock held by such Key Airspan Stockholder approving and adopting the Business Combination Agreement and the transactions contemplated thereby, including the Merger. The execution and delivery of written consents by all of the Key Airspan Stockholders will constitute the Airspan Stockholder approval and adoption of the Airspan Business Combination Proposal at the time of such delivery. Therefore, a failure of any other Airspan Stockholder to deliver a written consent is not expected to have any effect on the approval and adoption of the Airspan Business Combination Proposal.

 

Q.What happens if I return by written consent but do not indicate a decision with respect to the Airspan Business Combination Proposal?

 

A.If you hold shares of Airspan Voting Capital Stock as of the close of business on the Airspan Record Date and you return a signed written consent without indicating your decision on the Airspan Business Combination Proposal, you will have given your consent to approve and adopt such proposal.

 

Q.What is the deadline for returning my written consent?

 

A.The Airspan Board of Directors has set 5:00 p.m., New York time, on          , 2021 as the deadline for receipt of written consents from Airspan Stockholders. Airspan reserves the right to extend the final date for receipt of written consents beyond such date (such consent deadline, as may be extended by Airspan, the “Airspan Consent Deadline”). Any such extension may be made without notice to Airspan Stockholders.

 

Q.Can I change or revoke my written consent?

 

A.Yes. You may change or revoke your consent to the Airspan Business Combination Proposal, subject to any contractual obligation you may have, at any time before the Airspan Consent Deadline; however, such change or revocation is not expected to have any effect on the approval and adoption of the Airspan Business Combination Proposal, as the delivery of the written consents contemplated by the Stockholder Support Agreement will constitute the Airspan Stockholder approval and adoption of the Airspan Business Combination Proposal at the time of such delivery. If you wish to change or revoke your consent before the Airspan Consent Deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Airspan’s Solicitation of Written Consents — Executing Written Consents; Revocation of Written Consents.”

 

Q.What do I need to do now?

 

A.Airspan urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as an Airspan Stockholder. Once the Registration Statement of which this proxy statement/prospectus/consent solicitation statement forms a part has been declared effective by the SEC, Airspan will solicit your written consent. The Airspan Board of Directors unanimously recommends that all holders of Airspan Voting Capital Stock approve and adopt the Airspan Business Combination Proposal by executing and returning to Airspan the written consent furnished with this proxy statement/prospectus/consent solicitation statement as soon as possible and no later than the Airspan Consent Deadline.

 

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Q.What will happen to my existing shares of Airspan Capital Stock in the Merger?

 

A.At the effective time of the Merger, your shares of Airspan Capital Stock will no longer represent an ownership interest in Airspan, as each share of Airspan Capital Stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or Dissenting Shares) will be cancelled and automatically converted into the right to receive the applicable portion of the aggregate merger consideration payable in respect thereof in accordance with the applicable provisions of the Business Combination Agreement. See the section entitled “The Business Combination Agreement — Conversion of Securities” of this proxy statement/prospectus/consent solicitation statement.

 

Q.Do I have appraisal rights if I object to the proposed Merger?

 

A.Yes. Airspan Stockholders have appraisal rights in connection with the Merger under the DGCL. See the section entitled “Airspan Appraisal Rights” of this proxy statement/prospectus/consent solicitation statement.

 

Q.Should I send my stock certificates to Airspan now?

 

A.No. Do not send in your certificates now. After the Merger is completed, a letter of transmittal and written instructions for the surrender of Airspan stock certificates will be mailed to Airspan Stockholders.

 

Q.Who can help answer my questions?

 

A.If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent, please contact Airspan at 777 Yamato Road, Suite 310, Boca Raton, Florida 33431, Attention: Secretary, telephone: (561) 893-8642, email: infostat@airspan.com.

 

Q.What are the U.S. federal income tax consequences of the Business Combination to holders of Airspan Capital Stock?

 

A.New Beginnings and Airspan intend for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. If the Business Combination so qualifies, Airspan Stockholders generally should not recognize gain or loss for U.S. federal income tax purposes on the receipt of shares of New Beginnings Common Stock and Post-Combination Company Warrants issued in connection with the Business Combination.

 

The obligations of New Beginnings and Airspan to complete the Business Combination are not conditioned on the receipt of opinions from Greenberg Traurig, P.A. (counsel to New Beginnings), Dorsey & Whitney LLP (counsel to Airspan), or any other U.S. tax counsel to the effect that the Business Combination will qualify as a reorganization for U.S. federal income tax purposes. If the Business Combination does not qualify as a reorganization, it will be treated as a taxable stock sale, and each Airspan Stockholder generally will recognize capital gain or loss, for U.S. federal income tax purposes, on the receipt of New Beginnings Common Stock and Post-Combination Company Warrants issued to such Airspan Stockholder in connection with the Business Combination.

 

The consequences of the Business Combination to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you should consult your own tax advisors to determine your tax consequences from the Business Combination, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

 

For a more detailed discussion of the material U.S. federal income tax consequences of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

 

This summary highlights selected information from this proxy statement/prospectus/consent solicitation statement and does not contain all of the information that might be important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this proxy statement/prospectus/consent solicitation statement carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”

 

Parties to the Business Combination

 

New Beginnings

 

New Beginnings is a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, referred to throughout this proxy statement/prospectus/consent solicitation statement as its initial business combination. New Beginnings may pursue its initial business combination in any business, industry or geographic region. Upon the Closing, we intend to change our name from “New Beginnings Acquisition Corp.” to “Airspan Networks Holdings Inc.”

 

New Beginnings Common Stock, New Beginnings Warrants and New Beginnings Units, consisting of one share of New Beginnings Common Stock and one New Beginnings Warrant, are traded on the NYSE American under the ticker symbols “NBA,” “NBA WS” and “NBA.U,” respectively. We intend to apply to continue the listing of the New Beginnings Common Stock and New Beginnings Warrants on the NYSE American under the symbols “MIMO” and “MIMO WS,” respectively, upon the Closing. The New Beginnings Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

 

The mailing address of New Beginnings’ principal executive office is 800 1st Street, Unit 1, Miami Beach, FL 33139, and its telephone number is (917) 592-7979.

 

For more information about New Beginnings, see the sections entitled “Information About New Beginnings” and “New Beginnings Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

 

Airspan

 

Airspan is a U.S.-based 5G end-to-end, 4G, Open RAN and fixed wireless access hardware and software provider with a product portfolio spanning 150 patents granted and 94 patents pending.

 

Airspan’s predecessor, Airspan Communications Corporation, was incorporated as a Delaware corporation on January 30, 1998. Airspan Networks Inc. was incorporated in 1999 as a Washington corporation and at that time acquired Airspan Communications Corporation by merger.  In August 2010, Airspan reincorporated in Delaware.

 

The mailing address of Airspan’s principal executive office is 777 Yamato Road, Suite 310, Boca Raton, FL 33431, and its telephone number is (561) 893-8670.

 

For more information about Airspan, see the sections entitled “Information About Airspan” and “Airspan Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

 

The Business Combination

 

The Business Combination Agreement

 

On March 8, 2021, New Beginnings, Airspan and Merger Sub entered into the Business Combination Agreement, pursuant to which, subject to the terms and conditions of the Business Combination Agreement, Merger Sub will be merged with and into Airspan, with Airspan surviving the Merger as a direct wholly-owned subsidiary of New Beginnings. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby.

 

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The Merger will become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, the “Effective Time”). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date to be specified by New Beginnings and Airspan, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than the third business day after the satisfaction or, if permissible, waiver, of each of the conditions to the completion of the Business Combination (or on such other date, time or place as New Beginnings and Airspan may mutually agree).

 

At the Effective Time, by virtue of the Merger and without any action on the part of New Beginnings, Merger Sub, Airspan or the holders of any shares of Airspan Capital Stock:

 

  (a) each share of Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock that is issued and outstanding immediately prior to the Effective Time (excluding Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock and Dissenting Shares) will automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet, the number of shares of New Beginnings Common Stock and Post-Combination Company Warrants (including an allocation of Post-Combination Company $12.50 Warrants, Post-Combination Company $15.00 Warrants and Post-Combination Company $17.50 Warrants) set forth in the Payment Spreadsheet (the “Merger Consideration”);

 

  (b) each share of Airspan Capital Stock held in the treasury of Airspan immediately prior to the Effective Time will automatically be canceled and cease to exist and no payment or distribution will be made with respect thereto;

 

  (c) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation;

 

  (d) the Airspan Equity Plan will be assumed by New Beginnings and (i) the Airspan Options that are outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into Exchanged Options and (ii) shares of Airspan Restricted Stock that are outstanding immediately prior to the Effective Time will be converted into shares of Exchanged Restricted Stock, in each case in accordance with the Payment Spreadsheet, with each holder of Airspan Options to receive Exchanged Options to purchase the number of shares of New Beginnings Common Stock set forth opposite such holder’s name on the Payment Spreadsheet and each holder of Airspan Restricted Stock to receive such number of shares of Exchanged Restricted Stock set forth opposite such holder’s name on the Payment Spreadsheet; and

 

  (e) New Beginnings Common Stock issued in consideration for Airspan 102 Shares and Exchanged Options issued upon assumption of Airspan 102 Options will remain subject to the Airspan Equity Plan as assumed by New Beginnings and will continue to be subject to the trustee capital gains route of Section 102 of the Ordinance and will be deposited with the 102 Trustee as required under applicable law and in accordance with the Option Tax Ruling.

 

At the Closing, the MIP Participants will become entitled to receive, in full satisfaction of their rights under the MIP, an aggregate of $17,500,000 in cash (the “MIP Aggregate Cash Consideration”) and restricted stock units with respect to an aggregate of 1,750,000 shares of New Beginnings Common Stock (the “MIP RSUs”), with each MIP Participant entitled to receive such portion of the MIP Aggregate Cash Consideration and such MIP RSUs as are set forth in the Payment Spreadsheet.

 

All shares of New Beginnings Common Stock (including those issued pursuant to the Subscription Agreements) and New Beginnings Warrants will remain outstanding.

 

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Not less than five business days prior to the Effective Time, Airspan will deliver to New Beginnings a schedule (the “Payment Spreadsheet”) setting forth (i) Airspan’s good faith calculation of Aggregate Stock Consideration, (ii) the allocation of MIP Aggregate Cash Consideration and MIP RSUs among the MIP Participants, (iii) the portion of Aggregate Stock Consideration payable to each holder of Airspan Capital Stock (including each holder of Airspan Preferred Stock pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding any holder of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock), provided that this will be provided on an aggregate basis with respect to the holders of Airspan Common Stock, (iv) the portion of the Aggregate Stock Consideration that can be purchased under the Exchanged Options, (v) the portion of the Aggregate Stock Consideration subject to the Exchanged Restricted Stock, (vi) the portion of the Aggregate Stock Consideration available for future awards under the Airspan Equity Plan following the Effective Time and (vii) the allocation of the Post-Combination Company Warrants among the holders of the Airspan Capital Stock (including holders of Airspan Preferred Stock issued pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding holders of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock). As promptly as practicable following Airspan’s delivery of the Payment Spreadsheet, the parties will work together in good faith to finalize the calculation of the Aggregate Stock Consideration and the Payment Spreadsheet. The allocation of the Aggregate Stock Consideration, the MIP Consideration and the Post-Combination Company Warrants and the information with respect to the exchange of Airspan Options into Exchanged Options and Airspan Restricted Stock into Exchanged Restricted Stock set forth in the Payment Spreadsheet will, to the fullest extent permitted by applicable law, be final and binding on all parties and will be used by New Beginnings and Merger Sub for purposes of issuing the Merger Consideration to the holders of Airspan Capital Stock (including holders of Airspan Preferred Stock issued pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding holders of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock), and paying the MIP Consideration to the MIP Participants, and conversion of the Airspan Options into the Exchanged Options and the Airspan Restricted Stock into Exchanged Restricted Stock absent manifest error.

 

For more information about the Business Combination Agreement and the Business Combination and the other transactions contemplated thereby, see the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “The Business Combination Agreement.”

 

Conditions to Closing

 

Under the Business Combination Agreement, the consummation of the Business Combination is subject to customary conditions, including (i) the Business Combination Proposal, the NYSE American Proposal, the Incentive Award Proposal and any other proposals the parties to the Business Combination Agreement deem necessary to effectuate the Business Combination having been approved and adopted by the requisite affirmative vote of New Beginnings’ stockholders, (ii) the written consent constituting Airspan Stockholder Approval (the “Written Consent”) having been delivered to New Beginnings, (iii) the absence of any governmental law or order that would prohibit the Business Combination, (iv) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “HSR Act”) having been completed and any waiting period applicable to the consummation of the Business Combination having expired or been terminated, (v) approval of the Australian Foreign Investment Review Board, (vi) New Beginnings having at least $135.0 million in cash (whether in or outside the Trust Account) after giving effect to the exercise of redemption rights by Public Stockholders and the sale and issuance of New Beginnings Common Stock between the date of the Business Combination Agreement and the Effective Time, (vii) all parties to the Registration Rights and Lock-Up Agreement and the Stockholders Agreement having delivered duly executed copies of such agreements, (viii) the representations and warranties of the parties to the Business Combination Agreement being true and correct, subject to the de minimis, materiality and material adverse effect standards contained in the Business Combination Agreement, (ix) material compliance by the parties with their respective covenants, (x) the absence of an Airspan Material Adverse Effect or a New Beginnings Material Adverse Effect (in each case, as defined “The Business Combination — Material Adverse Effect”) and (xi) the shares of New Beginnings Common Stock to be issued in connection with the Business Combination and the transactions contemplated by the Subscription Agreements being approved for listing on NYSE American or the NYSE, subject to notice of official issuance.

 

For more information, see the section entitled “The Business Combination — Conditions to Closing.”

 

Termination

 

The Business Combination Agreement is subject to termination prior to the Effective Time as follows:

 

by mutual written consent of New Beginnings and Airspan;

 

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by New Beginnings or Airspan, if (i) the Effective Time has not occurred prior to July 15, 2021 (the “Outside Date”) (unless extended pursuant to the terms of the Business Combination Agreement); provided, however, that the Business Combination Agreement may not be so terminated by any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained therein and such breach or violation is the principal cause of the failure of a condition to the Merger on or prior to the Outside Date; (ii) any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination, including the Merger; or (iii) any of the Business Combination Proposal, the NYSE American Proposal, the Incentive Award Proposal or any other proposals the parties to the Business Combination Agreement deem necessary to effectuate the Business Combination fail to receive the requisite vote for approval at the special meeting or any adjournment thereof;

 

by Airspan if (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of New Beginnings or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of New Beginnings or Merger Sub has become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “The Business Combination — Conditions to Closing — Airspan” would not be satisfied (a “Terminating New Beginnings Breach”); provided that Airspan has not waived such Terminating New Beginnings Breach and Airspan is not then in material breach of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that, if such Terminating New Beginnings Breach is curable by New Beginnings or Merger Sub, Airspan may not so terminate the Business Combination Agreement due to a Terminating New Beginnings Breach for so long as New Beginnings and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by Airspan to New Beginnings; or (ii) at any time prior to receipt of Airspan Stockholder Approval, in connection with entering into an Airspan Acquisition Agreement with respect to a Superior Proposal (each as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”) in accordance with the Business Combination Agreement; provided, that prior to or concurrently with such termination Airspan pays a termination fee to New Beginnings in the amount of $21,000,000 (the “Termination Fee”); and

 

by New Beginnings if (i) the Airspan Board of Directors or a committee thereof, prior to obtaining Airspan Stockholder Approval has made an Adverse Recommendation Change (as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”); (ii) Airspan has failed to deliver the Written Consent to New Beginnings within 48 hours after the Registration Statement becomes effective; (iii) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Airspan set forth in the Business Combination Agreement, or if any representation or warranty of Airspan has become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “The Business Combination — Conditions to Closing — Airspan — New Beginnings and Merger Sub” would not be satisfied (“Terminating Airspan Breach”); provided, that New Beginnings has not waived such Terminating Airspan Breach and New Beginnings and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that, if such Terminating Airspan Breach is curable by Airspan, New Beginnings may not so terminate the Business Combination Agreement due to a Terminating Airspan Breach for so long as Airspan continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by New Beginnings to Airspan; or (iv) the PCAOB Audited Financials are not delivered to New Beginnings by Airspan on or before the date that is 45 days following the date of the Business Combination Agreement, or such later date as agreed by New Beginnings.

 

If the Business Combination Agreement is terminated, the Business Combination Agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

 

Airspan will pay the Termination Fee in the event that:

 

  the Business Combination Agreement is terminated by New Beginnings as a result of the Airspan Board of Directors or a committee thereof, prior to obtaining the Airspan Stockholder Approval, making an Adverse Recommendation Change;

 

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  (i) an Acquisition Proposal (as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”) has been made, proposed or otherwise communicated to Airspan after the date of the Business Combination Agreement but before the date of termination of the Business Combination Agreement, (ii) the Business Combination Agreement is terminated by (x) Airspan or New Beginnings as a result of the Effective Time not occurring prior to the Outside Date, (y) New Beginnings as a result of Airspan having failed to deliver the Written Consent to New Beginnings within 48 hours after the Registration Statement becomes effective or (z) New Beginnings as a result of there having been a breach of any representation, warranty, covenant or agreement of Airspan set forth in the Business Combination Agreement, in each case as set forth above, and (iii) within 12 months following the date on which the Business Combination Agreement is terminated, Airspan enters into a definitive agreement, arrangement or understanding with respect to such Acquisition Proposal with the person or all or any part of the group of persons who proposed or otherwise communicated such Acquisition Proposal, or on whose behalf such Acquisition Proposal was proposed or otherwise communicated; provided, that for purposes of clause (i) above, the references to “10%” in the definition of Acquisition Proposal are deemed to be references to “50%”; or

 

  the Business Combination Agreement is terminated by Airspan, at any time prior to receipt of the Airspan Stockholder Approval, in connection with entering into an Airspan Acquisition Agreement with respect to a Superior Proposal.

 

For more information, see the section entitled “The Business Combination Agreement — Termination,” “— Effect of Termination” and “— Termination Fee.”

 

Amendments to the Charter

 

Pursuant to the Business Combination Agreement, at the Effective Time, New Beginnings’ amended and restated certificate of incorporation will be further amended and restated to:

 

change New Beginnings’ name to “Airspan Networks Holdings Inc.” and remove certain provisions related to New Beginnings’ status as a special purpose acquisition company that will no longer be relevant following the Closing;

  

increase the number of authorized shares of New Beginnings Common Stock to 250,000,000 and the number of authorized shares of preferred stock of New Beginnings to 10,000,000;

 

include supermajority voting provisions;

 

provide that directors may only be removed for cause;

 

remove the provision renouncing the corporate opportunity doctrine; and

 

modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act.

 

For more information about these amendments to New Beginnings’ amended and restated certificate of incorporation, see the sections entitled “Proposal No. 2 — The Charter Amendment Proposal” and “Proposal Nos. 3A-3H — The Governance Proposals.”

 

Certain Agreements Related to the Business Combination Agreement

 

Stockholder Support Agreement

 

On March 8, 2021, the Key Airspan Stockholders entered into the Stockholder Support Agreement with New Beginnings, pursuant to which the Key Airspan Stockholders agreed, subject to the terms and conditions of the Stockholder Support Agreement, to vote all of their shares of Airspan Common Stock, Airspan Class B Common Stock and Airspan Voting Preferred Stock in favor of the approval and adoption of the Business Combination Agreement and the approval of the Business Combination. Additionally, the Key Airspan Stockholders have agreed, subject to the terms and conditions of the Stockholder Support Agreement, not to (a) transfer any of their shares of Airspan Common Stock, Airspan Class B Common Stock or Airspan Voting Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.

 

For more information about the Stockholder Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Stockholder Support Agreement.”

 

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Sponsor Support Agreement

 

On March 8, 2021, the Sponsor entered into the Sponsor Support Agreement with Airspan and New Beginnings, pursuant to which the Sponsor agreed, among other things, subject to the terms and conditions of the Sponsor Support Agreement, (a) to forfeit 125,000 shares of New Beginnings Common Stock held by the Sponsor immediately prior to the Effective Time, (b) to vote all shares of New Beginnings Common Stock held by the Sponsor at such time in favor of the approval and adoption of the Business Combination Agreement and approval of the Business Combination and the other New Beginnings Proposals, (c) to abstain from exercising any redemption rights with respect to any shares of New Beginnings Common Stock held by Sponsor and (d) that it will not transfer any of the shares of New Beginnings Common Stock held by the Sponsor or otherwise agree to transfer such shares, except pursuant to the Sponsor Support Agreement.

 

For more information about the Sponsor Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

 

Registration Rights and Lock-Up Agreement

 

In connection with the Business Combination, New Beginnings and certain stockholders of each of New Beginnings (including the Sponsor) and Airspan (such stockholders, the “Holders”) will enter into the Registration Rights and Lock-Up Agreement at Closing.

 

Pursuant to the terms of the Registration Rights and Lock-Up Agreement, the Post-Combination Company will be obligated to file a shelf registration statement to register the resale of certain securities of the Post-Combination Company held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering pursuant to a shelf registration statement so long as (i) the total offering price is reasonably expected to exceed $50 million or (ii) if such requesting Holder reasonably expects to sell all of the registerable securities held by such Holder in such underwritten offering pursuant to a shelf registration statement, the total offering price is reasonably expected to exceed $10 million. The Registration Rights and Lock-Up Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

 

Subject to certain exceptions, the Registration Rights and Lock-Up Agreement further provides for the securities of the Post-Combination Company held by certain Airspan Stockholders to be locked-up for a period of six months following the Closing, while the Founder Shares held by the Sponsor will be locked-up for a period of one year following the Closing, in each case subject to earlier release upon (i) the date on which the last reported sale price of the common stock of the Post-Combination Company equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period or (ii) the date on which the Post-Combination Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Closing that results in all of the Post-Combination Company’s stockholders having the right to exchange their shares of common stock of the Post-Combination Company for cash, securities or other property.

 

For more information about the Registration Rights and Lock-Up Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights and Lock-Up Agreement.”

 

Stockholders Agreement

 

In connection with the Closing, New Beginnings, the Sponsor and certain stockholders of Airspan will enter into the Stockholders Agreement, which will provide, among other things, that the post-Closing board of directors of New Beginnings will consist of eight directors. Additionally, the Stockholders Agreement will provide that, from and after the Closing and until such time as the Sponsor beneficially owns less than 1,535,000 shares of New Beginnings Common Stock, the Sponsor will have the right to nominate the Sponsor Director, who will initially be Michael Liebowitz. The Stockholders Agreement will also provide that, if the Sponsor Director is an independent director, the Sponsor Director will be appointed to, and serve on, the nominating and corporate governance committee of the board of directors of New Beginnings (or, if there is no nominating and corporate governance committee of the board of directors of New Beginnings, such other committee of the board of directors of New Beginnings that is primarily responsible for nominating and corporate governance matters).

 

For more information about the Stockholders Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

 

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Post-Combination Company Warrant Agreement

 

Contemporaneously with the Closing, New Beginnings and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent (the “Warrant Agent”), will enter into the Post-Combination Company Warrant Agreement, which provides for the form and provisions of the Post-Combination Company Warrants, the terms upon which the Post-Combination Company Warrants will be issued and exercised, and the respective rights, limitation of rights, and immunities of Airspan, the Warrant Agent, and the holders of the Post-Combination Company Warrants. The Post-Combination Company Warrants to be issued pursuant to the Post-Combination Company Warrant Agreement include: (i) 3,000,000 Post-Combination Company $12.50 Warrants; (ii) 3,000,000 Post-Combination Company $15.000 Warrants; and (iii) 3,000,000 Post-Combination Company $17.50 Warrants. Under the Post-Combination Company Warrants, New Beginnings may redeem the warrants upon 30 days’ prior written notice if the sales price of the shares of New Beginnings Common Stock exceeds certain thresholds over a 30 trading day period.

 

For more information about the Post-Combination Company Warrant Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Post-Combination Company Warrant Agreement.”

 

Subscription Agreements

 

In connection with the execution of the Business Combination Agreement, effective as of March 8, 2021, New Beginnings obtained commitments from certain investors (each, a “Subscriber”) to purchase 7,500,000 PIPE Shares of New Beginnings Common Stock at a price of $10.00 per share. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Business Combination, to meet the minimum cash requirements provided in the Business Combination Agreement and for use by the Post-Combination Company following the Closing. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Merger.

 

For more information about the Subscription Agreements for the PIPE, see the section entitled “Certain Agreements Related to the Business Combination — Subscription Agreements.”

 

Reasons for the Approval of the Business Combination

 

After careful consideration, New Beginnings’ board of directors recommends that New Beginnings stockholders vote “FOR” each New Beginnings Proposal being submitted to a vote of the New Beginnings stockholders at the New Beginnings special meeting of stockholders.

 

For a description of New Beginnings’ reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section entitled “The Business Combination — New Beginnings’ Board of Directors’ Reasons for the Approval of the Business Combination.”

 

Redemption Rights

 

Under New Beginnings’ amended and restated certificate of incorporation, holders of Public Shares may demand that New Beginnings redeem such shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to New Beginnings to pay its franchise and income tax obligations, by (b) the total number of shares of New Beginnings Common Stock included as part of the New Beginnings Units issued in the IPO. However, New Beginnings will not redeem any Public Shares to the extent that such redemption would result in New Beginnings having net tangible assets of less than $5,000,001 upon consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on December 31, 2020, the estimated per share redemption price would have been approximately $10.10.

 

If a holder exercises its redemption rights and the Business Combination is consummated, then New Beginnings will redeem such holder’s Public Shares in exchange for a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to New Beginnings’ transfer agent in accordance with the procedures described herein. See the section entitled “The Special Meeting of New Beginnings Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

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Ownership of the Post-Combination Company After the Closing

 

It is anticipated that, upon the completion of the Business Combination, the ownership of the Post-Combination Company will be as follows:

 

current Airspan Stockholders (including holders of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock) will own 59,364,647 shares of New Beginnings Common Stock, representing approximately 72.7% of the total shares outstanding;

 

the investors in the PIPE will own 7,500,000 shares of New Beginnings Common Stock, representing approximately 9.2% of the total shares outstanding;

 

the Public Stockholders will own 11,500,000 shares of New Beginnings Common Stock, representing approximately 14.1% of the total shares outstanding; and

 

the Sponsor will own 3,241,000 shares of New Beginnings Common Stock (excluding any shares of New Beginnings Common Stock purchased in the PIPE), representing approximately 4.0% of the total shares outstanding.

 

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the Public Stockholders exercise their redemption rights and that Airspan does not issue any additional equity securities prior to the Merger. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of New Beginnings Warrants or Post-Combination Company Warrants or (ii) shares issuable upon the exercise of outstanding options to purchase shares of Airspan Common Stock or Airspan Class B Common Stock, or upon settlement of MIP RSUs.

 

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

Recommendation of the New Beginnings Board of Directors

 

The New Beginnings board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of New Beginnings and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus/consent solicitation statement be submitted to its stockholders for approval at the special meeting on the date and at the time and place set forth in this proxy statement/prospectus/consent solicitation statement. The New Beginnings board of directors unanimously recommends that New Beginnings’ stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the Governance Proposals, “FOR” the Election of Directors Proposal, “FOR” the Stock Incentive Plan Proposal, “FOR” the NYSE American Proposal and “FOR” the Adjournment Proposal, if presented. See “The Business Combination — Recommendation of the New Beginnings Board of Directors” and “The Business Combination — New Beginnings’ Board of Directors’ Reasons for the Approval of the Business Combination.”

 

Recommendation of the Airspan Board of Directors

 

After consideration, the Airspan Board of Directors unanimously approved and declared that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Airspan and the Airspan Stockholders. See the section entitled “Airspan’s Solicitation of Written Consents — Purpose of the Consent Solicitation; Recommendation of the Airspan Board of Directors.”

 

New Beginnings’ Special Meeting of Stockholders

 

See “Questions and Answers About the Special Meeting of New Beginnings’ Stockholders and the Related Proposals” above and “The Special Meeting of New Beginnings Stockholders” below for information regarding the special meeting.

 

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Airspan Solicitation of Written Consents

 

See “Questions and Answers About Airspan’s Consent Solicitation” above and “Airspan’s Solicitation of Written Consents” below for information regarding Airspan’s solicitation of its stockholders to approve the Airspan Business Combination Proposal.

 

The Sponsor and New Beginnings’ Directors and Officers Have Financial Interests in the Business Combination

 

In considering the recommendation of New Beginnings’ board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

 

the beneficial ownership of the Sponsor, which is controlled by Michael S. Liebowitz, New Beginnings’ Chief Executive Officer, and Russell W. Galbut, New Beginnings’ Chairman, of an aggregate of 3,911,000 shares of New Beginnings Common Stock, consisting of:

 

2,821,000 Founder Shares retained by the Sponsor, out of 2,875,000 Founder Shares initially purchased by the Sponsor for an aggregate price of $25,000; and

 

545,000 Placement Shares and 545,000 shares of New Beginnings Common Stock underlying Placement Warrants, which together comprise the 545,000 Placement Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of $5,450,000;

 

all of which shares and warrants would become worthless if New Beginnings does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $          million and $        million, respectively, based on the closing price of New Beginnings Common Stock of $          and the closing price of New Beginnings Warrants of $           on the NYSE American on                 , 2021, the most recent practicable date;

 

the beneficial ownership of Dean Walsh, Mr. Garrett and Mr. Del Rio of 18,000 Founder Shares each, initially purchased from the Sponsor for an aggregate price of $486, all of which Founder Shares would become worthless if New Beginnings does not complete a business combination within the applicable time period, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $          million, based on the closing price of New Beginnings Common Stock of $         on the NYSE American on         , 2021, the most recent practicable date;

 

the economic interests in the Sponsor held by certain of New Beginnings’ officers and directors, which gives them an indirect pecuniary interest in the shares of New Beginnings Common Stock and New Beginnings Warrants held by the Sponsor, and which interests would also become worthless if New Beginnings does not complete a business combination within the applicable time period, including the following:

 

Mr. Galbut and Mr. Liebowitz made investments in the equity of the Sponsor in the amount of $1,412,188 each, which gives each of Mr. Galbut and Mr. Liebowitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $               million and $               , respectively, in each case based on the closing price of New Beginnings Common Stock of $               and the closing price of New Beginnings Warrants of $               on the NYSE American on               , 2021, the most recent practicable date;

 

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Mr. Del Rio made an investment in the equity of the Sponsor in the amount of $417,406, which gives Mr. Del Rio an economic interest in the Sponsor equivalent to an additional 261,932 shares of New Beginnings Common Stock and 41,741 New Beginnings Warrants, which would have a market value of approximately $               million and $               , respectively, in each case based on the closing price of New Beginnings Common Stock of $               and the closing price of New Beginnings Warrants of $               on the NYSE American on               , 2021, the most recent practicable date; and

 

Mr. Weitz made an investment in the equity of the Sponsor in the amount of $1,399,688, which gives Mr. Weitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $               million and $               , respectively, in each case based on the closing price of New Beginnings Common Stock of $               and the closing price of New Beginnings Warrants of $               on the NYSE American on               , 2021, the most recent practicable date;

 

New Beginnings’ board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on New Beginnings’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

 

the Sponsor and New Beginnings’ officers, directors or their affiliates have made, and may make additional, working capital loans prior to the Closing of the Business Combination, which may not be repaid if the Business Combination is not completed;

 

the anticipated continuation of Michael S. Liebowitz, New Beginnings’ Chief Executive Officer and a director, as a director of the Post-Combination Company following the Closing; and

 

the continued indemnification of current directors and officers of New Beginnings and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

These interests may influence New Beginnings’ board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. See “The Business Combination — Interests of New Beginnings’ Directors and Officers in the Business Combination.”

 

Airspan’s Directors and Officers Have Financial Interests in the Business Combination

 

Certain of Airspan’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Airspan’s stockholders. The members of the Airspan Board of Directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Business Combination Agreement and recommended that Airspan’s stockholders approve the Airspan Business Combination Proposal. See “The Business Combination — Interests of Airspan’s Directors and Executive Officers in the Business Combination.

 

Summary Risk Factors

 

You should consider all the information contained in this proxy statement/prospectus/consent solicitation statement in deciding how to vote for the proposals presented in this proxy statement/prospectus/consent solicitation statement. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 40. Such risks include, but are not limited to:

 

Risks related to Airspan’s business and industry, including that:

 

Airspan has incurred losses and may continue to incur substantial losses and negative operating cash flows and may not succeed in achieving or maintaining profitability in the future.

 

Any reduction in expenditures by communications service providers could have a negative impact on Airspan’s results of operations.

 

The introduction of new products and technology, and in particular 5G products, and managing the transition from legacy products, is key to Airspan’s success, and if Airspan fails to predict and respond to emerging technological trends and network operators’ changing needs, it may be unable to remain competitive.

 

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Competition from larger, better-capitalized or emerging competitors could result in price reductions, reduced gross margins and loss of or diminished growth of market share.

 

Airspan currently depends on a few key customers for a substantial percentage of its sales. A loss of one or more of those customers could cause a significant decrease in Airspan’s net revenue.

 

Many of Airspan’s customers execute short-term purchase orders or contracts that allow its customers to terminate the agreement without significant penalties.

 

Airspan is exposed to the credit risk of its channel partners, which could result in material losses.

 

Airspan’s sales cycle is typically long and unpredictable, making it difficult to accurately predict inventory requirements, forecast revenues and control expenses.

 

Airspan makes estimates relating to customer demand and errors in its estimates may have negative effects on its inventory levels, revenues and results of operations.

 

Since Airspan incurs most of its operating expenses and a portion of its cost of goods sold in foreign currencies, fluctuations in the values of foreign currencies could have a negative impact on its profitability.

 

Airspan relies on third-party manufacturers, which subjects it to risks of product delivery delays and reduced control over product costs and quality.

 

Airspan must often establish and demonstrate the benefits of new and innovative offerings to customers, which may take time and significant efforts that may not ultimately prove successful.

 

Airspan’s ability to sell its products is highly dependent on the quality of its support and services offerings, and its failure to offer high-quality support and services could have a material adverse effect on its business, operating results and financial condition.

 

Airspan may not be able to detect errors or defects in its solutions until after full deployment and product liability claims by customers could result in substantial costs.

 

A material defect in Airspan’s products that either delays the commencement of services or affects customer networks could seriously harm its credibility and its business, and Airspan may not have sufficient insurance to cover any potential liability.

 

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect Airspan’s business.

 

Airspan has substantial indebtedness and is highly leveraged, which could adversely affect its business.

 

Airspan may need additional capital in future periods and its ability to access capital on acceptable terms could decrease significantly and may adversely affect its results of operations and/or business prospects.

 

Risks related to Airspan’s intellectual property, including that:

 

Airspan may not have adequate protection for its intellectual property, which may make it easier for others to misappropriate its technology and enable its competitors to sell competing products at lower prices and harm our business.

 

Infringement claims are common in Airspan’s industry and third parties, including competitors, have and could in the future assert infringement claims against Airspan or its customers that it is obligated to indemnify.

 

Airspan may be subject to damages resulting from claims that its employees or contractors have wrongfully used or disclosed alleged trade secrets of their former employees or other parties.

 

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Risks related to laws and regulations, including that:

 

Changes in telecommunications regulation or delays in receiving licenses could adversely affect many of Airspan’s customers and may lead to lower sales.

 

If Airspan was not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, its business, results of operations and financial condition could be harmed.

  

Risks related to the Business Combination, including that:

 

New Beginnings stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

 

Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges.

 

There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on the NYSE American or any other exchange or that the Post-Combination Company will be able to comply with the continued listing standards of the NYSE American or any other exchange.

 

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of New Beginnings’ securities or, following the Closing, the Post-Combination Company’s securities, may decline.

 

The Post-Combination Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business, operating results and financial condition.

 

Following the consummation of the Business Combination, the Post-Combination Company will incur significantly increased expenses and administrative burdens as a public company.

 

Risks related to ownership of the New Beginnings Common Stock following the Business Combination, including that:

 

The Post-Combination Company may issue additional shares of common stock (including under the Airspan Equity Plan) or preferred shares upon or after consummation of the Business Combination, which would dilute the interest of our stockholders.

 

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF AIRSPAN

 

The summary historical statements of operations data of Airspan for the years ended December 31, 2020, 2019 and 2018 and the historical balance sheet data as of December 31, 2020 and 2019 are derived from Airspan’s audited financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

Certain of the measures included in the summary historical financial information are non-GAAP financial measures, including Adjusted EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Airspan may not be comparable to similarly titled amounts used by other companies.

 

Airspan’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “Airspan Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Airspan’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

   As of and for the year
ended December 31,
 
(in thousands, except per share data)  2020   2019   2018 
             
Statement of Operations Data:               
Revenue  $172,955   $166,031   $210,751 
Operating loss  $(15,803)  $(45,983)  $(29,660)
Net loss  $(25,643)  $(51,981)  $(35,292)
                
Net loss per share attributable to common stockholders – basic and diluted  $(38.30)  $(77.64)  $(138.57)
                
Non-GAAP data:               
Adjusted EBITDA  $(12,900)  $(39,243)  $(28,322)
                
Balance Sheet Data:               
Total assets  $147,682   $110,530      
Total current liabilities  $77,271   $150,219      
Total non-current liabilities  $90,824   $11,282      
Total mezzanine equity  $363,481   $309,923      
Total stockholders’ deficit  $(383,894)  $(360,894)     
                
Statement of Cash Flow Data               
Net cash provided by (used in):               
Operating activities  $(20,367)  $(28,230)  $(48,687)
Investing activities  $(2,226)  $(2,673)  $(2,753)
Financing activities  $38,198   $26,913   $43,774 

  

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The following table presents the reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA:

 

   For the year ended December 31, 
(in thousands)  2020   2019   2018 
             
Net loss  $(25,643)  $(51,981)  $(35,292)
                
Adjusted for:               
Interest expense   6,422    5,927    3,357 
Income tax expense (benefit)   (782)   474    (252)
Depreciation and amortization   4,460    4,458    2,994 
EBITDA   (15,543)   (41,122)   (29,193)
Share-based compensation expense   2,643    1,879    871 
Adjusted EBITDA  $(12,900)  $(39,243)  $(28,322)

 

Airspan management uses Adjusted EBITDA to focus on Airspan’s on-going operations, and believes Adjusted EBITDA is useful to investors because it enables investors to perform meaningful comparisons of past and present operating results and provide for greater transparency to key measures used to evaluate the performance of Airspan. In addition, Airspan believes that Adjusted EBITDA provides useful information to investors because it improves the comparability of the financial results between periods. Airspan management also uses Adjusted EBITDA for evaluating its performance against competitors and as a performance metric. Adjusted EBITDA should not be considered as an alternative to net loss or any other performance measure derived in accordance with GAAP.

 

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF NEW BEGINNINGS

 

The summary historical statements of income data of New Beginnings for the period from August 20, 2020 (inception) to December 31, 2020 and the historical balance sheet data as of December 31, 2020 are derived from New Beginnings’ audited financial statements (as restated) included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

New Beginnings’ historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “New Beginnings Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the New Beginnings financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

(in thousands, except per share data)   As of and for
the period from
August 20,
2020
(inception)
through
December 31,
2020
 
Statement of Income Data:        
Formation and operating costs   $ 215  
Loss from operations     (215 )
         
Other income (expense)        
Interest Income     12  
Warrant issuance costs     (973 )
Unrealized gain on change in fair value of warrants     5,268  
Total other income     4,307  
         
Net income   $ 4,092  
         
Balance Sheet Data:        
Total assets   $ 117,662  
Total liabilities     16,493  
Common stock subject to possible redemption     96,169  
Total stockholders’ equity     5,000  

  

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination Agreement. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although New Beginnings will acquire all of the outstanding equity interests of Airspan in the Business Combination, New Beginnings will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Airspan issuing stock for the net assets of New Beginnings, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Airspan. The summary unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to the Business Combination as if it had occurred on December 31, 2020. The summary unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to the Business Combination as if it had occurred on January 1, 2020.

 

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the Post-Combination Company appearing elsewhere in this proxy statement/prospectus/consent solicitation statement and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of New Beginnings and Airspan for the applicable periods included in this proxy statement/prospectus/consent solicitation statement. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the Post-Combination Company’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the Post-Combination Company.

 

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of New Beginnings Common Stock:

 

Assuming No Redemptions: This presentation assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

 

Assuming Maximum Redemptions: This presentation assumes that stockholders holding 5,559,406 shares of New Beginnings Common Stock will exercise their redemption rights for their pro rata share (approximately $10.10 per share) of the funds in the Trust Account. The Business Combination Agreement provides that consummating the Business Combination is conditioned on New Beginnings having a minimum of $135.0 million of cash on hand (which is inclusive of any PIPE financing) whether in or outside the Trust Account after giving effect to New Beginnings share redemptions. As New Beginnings has received signed subscriptions for PIPE financing of $75.0 million, the maximum redemption scenario assumes all shares of New Beginnings Common Stock held by the Public Stockholders, except those required to retain $60.0 million in the Trust Account, will be redeemed. This scenario gives effect to Public Share redemptions of 5,559,406 shares of New Beginnings Common Stock for aggregate redemption payments of $56.2 million using a per share redemption price of approximately $10.10 per share (due to investment related gains in the Trust Account), along with the balance in the Trust Account, and shares outstanding and subject to redemption.

 

Summary Unaudited Pro Forma Condensed Combined

Statement of Operations Data                

 

Year Ended December 31, 2020  Assuming No Redemptions   Assuming Maximum Redemptions 
Revenue  $172,955   $172,955 
Net loss per share – basic and diluted  $(0.22)  $(0.24)
Weighted-average common shares outstanding – basic and diluted   81,659,647    76,100,241 
           
Summary Unaudited Pro Forma Condensed Combined          
Balance Sheet Data as of December 31, 2020          
Total assets  $296,253   $240,103 
Total liabilities  $172,835   $172,835 
Total stockholders’ equity  $123,418   $67,268 

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY

 

Certain statements in this proxy statement/prospectus/consent solicitation statement may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding New Beginnings’, New Beginnings’ management team’s, Airspan’s and Airspan’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus/consent solicitation statement may include, for example, statements about:

 

our ability to consummate the Business Combination;

 

the expected benefits of the Business Combination;

 

the Post-Combination Company’s financial and business performance following the Business Combination, including Airspan’s financial projections and business metrics;

 

changes in Airspan’s strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

 

the implementation, market acceptance and success of Airspan’s products;

 

demand for Airspan’s products and the drivers of that demand;
  
Airspan’s estimated total addressable market and other industry projections, and Airspan’s projected market share;

 

competition in Airspan’s industry, the advantages of Airspan’s products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

 

Airspan’s ability to scale in a cost-effective manner and maintain and expand its manufacturing relationships;

 

Airspan’s ability to enter into production supply agreements with customers, the terms of those agreements, and customers’ utilization of Airspan’s products and technology;

 

Airspan’s expected reliance on Tier 1 customers;

 

developments and projections relating to Airspan’s competitors and industry, including with respect to investment in 5G networks;

 

Airspan’s expectation that it will incur substantial expenses and continuing losses for the foreseeable future and that it will incur increased expenses as a public company;

 

the impact of health epidemics, including the COVID-19 pandemic, on Airspan’s business and industry and the actions Airspan may take in response thereto;

 

Airspan’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

 

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

 

Airspan’s future capital requirements and sources and uses of cash;

 

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Airspan’s ability to obtain funding for its operations;

 

Airspan’s business, expansion plans and opportunities;

 

anticipated financial performance, including gross margin, and the expectation that the Post-Combination Company’s future results of operations will fluctuate on a quarterly basis for the foreseeable future;

 

expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy the liquidity needs of the Post-Combination Company;

 

the expected U.S. federal income tax impact of the Business Combination; and

 

the outcome of any known and unknown litigation and regulatory proceedings.

 

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus/consent solicitation statement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus/consent solicitation statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the New Beginnings’ securities;

 

the risk that the Business Combination may not be completed by New Beginnings’ business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by New Beginnings;

 

the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of New Beginnings and Airspan, the satisfaction of the minimum cash amount following redemptions by Public Stockholders and the receipt of certain governmental and regulatory approvals;

 

the lack of a third party valuation in determining whether to pursue the Business Combination;

 

the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

 

the effect of the announcement or pendency of the Business Combination on Airspan’s business relationships, performance, and business generally;

 

risks that the Business Combination disrupts Airspan’s current plans and potential difficulties in Airspan’s employee retention as a result of the Business Combination;

 

the outcome of any legal proceedings that may be instituted against Airspan or against New Beginnings related to the Business Combination Agreement or the Business Combination;

 

the ability to maintain the listing of New Beginnings’ securities on the NYSE American or any other exchange;

 

the price of New Beginnings’ securities may be volatile due to a variety of factors, including changes in the industries in which Airspan operates, variations in performance across competitors, changes in laws and regulations affecting Airspan’s business and changes in the combined capital structure;

 

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the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

 

the risk of downturns and the possibility of rapid change in the highly competitive industry in which Airspan operates;

 

the risk that Airspan and its current and future collaborators are unable to successfully develop and commercialize Airspan’s products or services, or experience significant delays in doing so;

 

the risk that Airspan does not achieve or sustain profitability;

 

the risk that Airspan will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

 

the risk that the Post-Combination Company experiences difficulties in managing its growth and expanding operations;

 

the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;

 

the risk of product liability or regulatory lawsuits or proceedings relating to Airspan’s products and services;

 

the risk that Airspan is unable to secure or protect its intellectual property;

 

the risk that the Post-Combination Company’s securities will not be approved for listing on the NYSE American or any other exchange, or if approved, maintain the listing; and

 

other risks and uncertainties described in this proxy statement/prospectus/consent solicitation statement, including those under the section entitled “Risk Factors.”

 

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RISK FACTORS

 

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus/consent solicitation statement, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled “Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary” in evaluating the Business Combination and the proposals to be voted on at the special meeting. Certain of the following risk factors apply to the business and operations of Airspan and will also apply to the business and operations of the Post-Combination Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by New Beginnings and Airspan that later may prove to be incorrect or incomplete. New Beginnings and Airspan may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of the Post-Combination Company. Unless the context requires otherwise, references to “Airspan” in this section are to the business and operations of Airspan prior to the Business Combination and the business and operations of the Post-Combination Company as directly or indirectly affected by Airspan by virtue of the Post-Combination Company’s ownership of the business of Airspan through its ownership of the Surviving Corporation following the Business Combination and references in this section to “we,” “us,” or “our” refer to New Beginnings.

 

Risks Related to Airspan’s Business and Industry

 

Airspan has incurred losses and may continue to incur substantial losses and negative operating cash flows and may not succeed in achieving or maintaining profitability in the future.

 

Airspan has incurred net losses and negative cash flows since incorporation, and as of December 31, 2020, Airspan had an accumulated deficit of $695.3 million.  Airspan anticipates that it will continue to experience negative cash flows and net losses at least through the first half of 2021.  Airspan’s operating losses have been due in part to the commitment of significant resources to its research and development and sales and marketing departments as well as competitive pressures.  Airspan expects to continue to devote resources to these areas and, as a result, Airspan will need to increase its quarterly revenues or further decrease its operating expenses to achieve and maintain profitability.  Airspan cannot be certain that it will achieve profitability.  If Airspan does achieve profitability, it cannot be certain that it can sustain or increase profitability on a quarterly or annual basis in the future.  Continuous cash outflows can lead to the need for new financing, which may not be available on favorable terms, or at all.

 

Any reduction in expenditures by communications service providers could have a negative impact on Airspan’s results of operations.

 

Airspan’s products are sold to telecommunications carriers, service providers and telecommunications network operators.  A decline in Airspan’s customers’ capital spending may reduce its sales, increase the need for inventory write-offs and increase its losses and its requirements for additional working capital, which may not be readily available to Airspan.  This could result in downward pressure on the price of Airspan’s products, all of which would have a material adverse effect on Airspan’s results of operations and stock price.  Further, the number of carriers and service providers that are Airspan’s potential customers may not grow or may decline as a result of, among other things, the substantial capital requirements needed to establish networks and the limited number of licenses granted in each country.

 

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The introduction of new products and technology, and in particular 5G products, and managing the transition from legacy products, is key to Airspan’s success, and if Airspan fails to predict and respond to emerging technological trends and network operators’ changing needs, it may be unable to remain competitive.

 

The wireless broadband market is generally characterized by rapidly changing technology, changing needs of network operators, evolving regulations and industry standards and frequent introductions of new products and services. Currently, the race to introduce 5G products and technology is driving rapid changes in Airspan’s industry. Historically, new product introductions have been a key driver of Airspan’s revenue growth. To succeed, Airspan must effectively anticipate and adapt in a timely manner to network operator requirements and continue to develop or acquire new products and features that meet market demands, technology trends and evolving regulatory requirements and industry standards. Airspan’s ability to keep pace with technological developments, such as 5G and LTE, satisfy increasing network operator requirements, and achieve product acceptance depends upon Airspan’s ability to enhance its current products and develop and introduce or otherwise acquire the rights to new products on a timely basis and at competitive prices. The process of developing new technology is complex and uncertain, and the development of new products and enhancements typically requires significant upfront investment and commitment of resources, which may not result in material improvements to existing products or result in marketable new products or cost savings or revenues for an extended period of time, if at all. Airspan is currently investing in the development of products and technology for the 5G standard once it is generally adopted in Airspan’s target markets. There can be no assurance Airspan will successfully address the new 5G standard in a timely manner or that Airspan’s products will achieve market acceptance. Network operators have delayed, and may in the future delay, purchases of Airspan’s products while awaiting release of new products or product enhancements. In addition, the introduction of new or enhanced products requires that Airspan carefully manage the transition from older products to minimize disruption in customer ordering practices. If Airspan fails to anticipate industry trends and evolving regulations by developing or acquiring rights to new products or product enhancements and timely and effectively introducing such new products and enhancements, or network operators do not perceive Airspan’s products to have compelling technological advantages, Airspan’s business would be materially adversely affected.

 

Competition from larger, better-capitalized or emerging competitors could result in price reductions, reduced gross margins and loss of or diminished growth of market share.

 

Airspan competes in a rapidly evolving, highly competitive and fragmented market. Airspan now competes with companies that are producing both mobile and fixed wireless communications systems, wired DSL, cable networks, fiber optic cable, certain satellite technologies and other new entrants to this industry, as well as traditional communications companies.  General anticipated increases in capital spending on 5G applications may result in new competitors entering the markets in which Airspan sells its products.  Competitors vary in size and resources and in products and services offered.  With respect to the wireless solutions for 4G and 5G networks Airspan offers today, Airspan believes it competes directly with Altiostar, Cambium, Casa, Ciena, Ericsson, Huawei, KMW, Mavenir, Nokia, Parallel Wireless, Samsung and Sercom, and with a number of smaller privately-held companies.  In addition, some of the entities to which Airspan currently sells its products may develop the capacity to manufacture their own products.

 

Many of Airspan’s competitors are substantially larger than Airspan and have significantly greater financial, sales and marketing, technical, manufacturing and other resources as well as more established distribution channels and greater name recognition.  These competitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements than Airspan can and can devote greater resources to attempting to influence the composition of future technological standards.  They may also be able to devote greater resources to the development, promotion, sale and financing of their products than Airspan can.  Furthermore, some of Airspan’s competitors have made or may make strategic acquisitions or establish cooperative relationships among themselves or with third parties to increase their ability to gain customer market share rapidly.  These competitors may enter Airspan’s existing or future markets with systems that may be less expensive, provide higher performance or contain additional features.  In addition, large customers are sometimes reluctant to base an important line of business on equipment purchased from a smaller vendor such as Airspan.  In addition, both larger and smaller communications service providers may also decide to wait to see how a new technology develops before committing any significant resources to deploying equipment from a particular supplier.  Airspan believes this tendency to “wait and see” with respect to new technology affects the consumer market, resulting in increased customer caution on purchases of new technology.

 

Airspan expects its competitors to continue to improve the performance of their current products and to introduce new products or new technologies that may supplant or provide lower-cost alternatives to Airspan’s systems.  This and other factors could result in lower revenues or a loss of market share, which could cause Airspan’s stock price to fall.

 

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Airspan currently depends on a few key customers for a substantial percentage of its sales. A loss of one or more of those customers could cause a significant decrease in its net revenue.

 

Airspan currently derives, and expects to continue to derive, a majority of its revenues from fewer than five customers.

 

In 2020 and 2019, approximately 69% and 73%, respectively, of Airspan’s revenues were derived from its top three customers by revenue.  Airspan believes that there are certain economies of scale inherent in its business.  Accordingly, if Airspan loses one or more significant customers and is unable to replace the revenue previously generated by those customers, its gross profit margins, profitability and efforts to preserve cash resources could be materially negatively affected.

 

The amount of revenue Airspan derives from a specific customer is likely to vary from period to period, and a major customer in one period may not produce significant additional revenue in a subsequent period.  Airspan anticipates that its operating results will continue to depend on sales to a relatively small number of key customers in the foreseeable future.  In general, Airspan’s contracts with its larger customers often involve major deployments that require several months to fulfill, so its results may depend on the same major customers for consecutive quarters.  Airspan cannot assure you that, once a contract is fulfilled, the customer will purchase new products or services from Airspan.  Airspan must, therefore, continually seek new customers in order to increase its revenue, and there can be no assurance that it will be successful in doing so.

 

Many of Airspan’s customers execute short-term purchase orders or contracts that allow its customers to terminate the agreement without significant penalties.

 

Airspan’s contracts and purchase orders are separately negotiated with each of its customers and the terms vary widely.  A majority of Airspan’s customers execute only short-term purchase orders for a single system or a small number of systems at one time instead of long-term contracts for large-scale deployment of Airspan’s systems.  These contracts and purchase orders do not ensure that Airspan’s customers will purchase any additional products beyond those specifically listed in the order.

 

Moreover, since Airspan often believes that these purchase orders may represent the early portion of longer-term customer programs, Airspan often expends significant financial, personnel and operational resources to fulfill these orders.  If Airspan’s customers fail to purchase additional products to fulfill their programs, Airspan may be unable to recover the costs it incurs and its margins could suffer.

 

In addition, Airspan’s typical contracts are generally non-exclusive and contain provisions allowing its customers to terminate the agreement without significant penalties.  Airspan’s contracts also may require certain shipment, delivery and installation commitments on its part.  If Airspan fails to meet these commitments, its customer contracts typically permit the customer to terminate the contract or impose monetary penalties on Airspan.

 

Airspan is exposed to the credit risk of its channel partners, which could result in material losses.

 

Airspan’s Mimosa products generate revenues through sales to its distributors. Distributors may not have the resources required to meet payment obligations, or may delay payments if their end customers are late making payments. Mimosa’s exposure to credit risks of its channel partners and their end customers may increase if such entities are adversely affected by global or regional economic conditions. Given the broad geographic coverage of Mimosa’s distributor relationships, Mimosa has in the past and may in the future experience difficulties surrounding the collection of payments. Any significant delay or default in the collection of Mimosa’s accounts receivable could result in the need for Airspan to obtain working capital from other sources.

 

Airspan’s sales cycle is typically long and unpredictable, making it difficult to accurately predict inventory requirements, forecast revenues and control expenses.

 

Airspan’s sales cycle can range from three to 18 months and varies by customer.  The length of the sales cycle with a particular customer may be influenced by a number of factors, including the commitment of significant cash and other resources associated with the purchase, lengthy testing and evaluations, and regulatory and licensing requirements on the part of the customer.  In addition, the emerging and evolving nature of the communication access market may cause prospective customers to delay their purchase decisions as they evaluate new and/or competing technologies, or wait for new products or technologies to come to market.  Airspan expects that its sales cycles will continue to be long and unpredictable, and, as the average order size for its products increases, its customers’ processes for approving purchases may become more complex and lead to an even longer sales cycle.  Accordingly, it is difficult for Airspan to anticipate the quarter in which particular sales may occur, to determine product shipment schedules and to provide Airspan’s manufacturers and suppliers with accurate lead-time to ensure that they have sufficient inventory on hand to meet Airspan’s orders.  Therefore, Airspan’s sales cycle impairs its ability to recognize and forecast revenues and control expenses.

 

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Airspan makes estimates relating to customer demand and errors in its estimates may have negative effects on its inventory levels, revenues and results of operations.

 

Airspan has historically been required to place firm orders or binding forecasts for products and components with its suppliers to ensure that it is able to meet its customers’ demands.  These commitments to its suppliers may be placed up to six months prior to the anticipated delivery date based on Airspan’s existing customer purchase commitments and its forecasts of future customer demand.  Airspan’s sales process requires it to make multiple forecast assumptions relating to expected customer demand, each of which may introduce error into its estimates, causing excess inventory to accumulate or a lack of product supply when needed.  If Airspan overestimates customer demand, it may allocate resources to manufacturing products that it may not be able to sell when it expects or at all.  As a result, Airspan has sometimes had excess inventory, which has increased its net losses.  Conversely, if Airspan underestimates customer demand or if insufficient manufacturing capacity were available, Airspan may lose revenue opportunities and market share and may damage its customer relationships.

 

Since Airspan incurs most of its operating expenses and a portion of its cost of goods sold in foreign currencies, fluctuations in the values of foreign currencies could have a negative impact on its profitability.

 

Although approximately 61% and 88% of Airspan’s sales in 2020 and 2019, respectively, were denominated in U.S. dollars, and a majority of its cost of goods sold were denominated in U.S. dollars, Airspan incurs a large part of its operating expenses and a portion of its cost of goods in New Israeli Shekels and British pounds.  In the years ended December 31, 2020 and 2019, approximately 38% and 35%, respectively, of Airspan’s combined operating expenses and cost of goods sold were denominated in New Israeli Shekels.  In the years ended December 31, 2020 and 2019, approximately 17% and 16%, respectively, of Airspan’s combined operating expenses and cost of goods sold were denominated in British pounds.  In addition, in the years ended December 31, 2020 and 2019, approximately 37% and 10%, respectively, of Airspan’s revenues were denominated in Japanese yen. Airspan expects these percentages to fluctuate over time.  Fluctuations in the value of foreign currencies could have a negative impact on the profitability of Airspan’s global operations and its business and its currency hedging activities may not limit these risks.  The value of foreign currency fluctuations against the U.S. dollar may also affect the competitiveness of Airspan’s pricing compared to local products because it typically bills in U.S. dollars.

 

Airspan relies on third-party manufacturers, which subjects it to risks of product delivery delays and reduced control over product costs and quality.

 

Airspan outsources the manufacturing of its products to third-party manufacturers. Purchases from these third-party manufacturers account for the most significant portion of its cost of revenues. Airspan’s reliance on third-party manufacturers reduces its control over the manufacturing process, including reduced control over quality, product costs and product supply and timing. From time to time, Airspan has experienced and may in the future experience delays in shipments or issues concerning product quality from its third-party manufacturers. Such supply chain disruptions and delays have been exacerbated by the COVID-19 pandemic. If any of Airspan’s third-party manufacturers suffer interruptions, delays or disruptions in supplying its products, including by reason of the COVID-19 pandemic, natural disasters, work stoppages or capacity constraints, Airspan’s ability to ship products to distributors and network operators would be delayed. Additionally, if any of Airspan’s third-party manufacturers experience quality control problems in their manufacturing operations and its products do not meet network operators’ requirements, Airspan could be required to cover the repair or replacement of any defective products. These delays or product quality issues could have an immediate and material adverse effect on Airspan’s ability to fulfill orders and could have a negative impact on its operating results. In addition, such delays or issues with product quality could harm Airspan’s reputation and its relationship with its channel partners.

 

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Airspan’s agreements do not typically obligate its third-party manufacturers to supply products to Airspan in specific quantities or for an extended term, which could result in short notice to Airspan of supply shortages and increases in the prices Airspan is charged for manufacturing services. Airspan believes that its orders may not represent a material portion of the total orders of its primary third-party manufacturers, and, as a result, fulfilling Airspan orders may not be prioritized in the event they are constrained in their abilities or resources to fulfill all of their customer obligations in a timely manner. Although Airspan provides demand forecasts to some of its third-party manufacturers, such forecasts are not generally binding and if Airspan overestimates its requirements, some of its third-party manufacturers may assess charges, or Airspan may have liabilities for excess inventory, each of which could negatively affect its gross margins. Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and the demand for each component at a given time, if Airspan underestimates its requirements, its third-party manufacturer may have inadequate materials and components required to produce its products. This could result in an interruption of the manufacturing of Airspan’s products, delays in shipments and deferral or loss of revenues. For example, as a result of increased global demand for some components used in our products, particularly chipsets, some of our third-party manufacturers have experienced capacity shortages and have responded by allocating existing supply among their customers, including us. This capacity shortage coupled with an increase in demand for our affected products has resulted in supply shortages that have caused increased lead times for some of our products. We may suffer delays introducing new products to the market and in sales of existing products as a result of parts unavailability or shortages, resulting in loss or delay of revenue.

 

If Airspan’s third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience shortages in required components, or if they are otherwise unable or unwilling to continue to manufacture Airspan’s products in required volumes or at all, its supply may be disrupted, and it may be required to seek alternate manufacturers. It would be time-consuming and costly, and could be impracticable, to begin to use new manufacturers and such changes could cause significant interruptions in supply and could have an adverse impact on Airspan’s ability to meet its scheduled product deliveries and may subsequently lead to the loss of sales, delayed revenues or an increase in Airspan’s costs, which could materially and adversely affect its business and operating results.

 

Airspan must often establish and demonstrate the benefits of new and innovative offerings to customers, which may take time and significant efforts that may not ultimately prove successful.

 

Many of Airspan’s new and innovative products are complex and are focused on creating new revenue streams and/or new ways to create cost efficiencies. In many cases, it is necessary for Airspan to educate existing and potential customers about the benefits and value of such new and innovative products, with no assurance that the customer will ultimately purchase them. The need to educate Airspan’s customers increases the difficulty and time necessary to complete transactions, makes it more difficult to efficiently deploy limited resources, and creates risk that Airspan will have invested in an opportunity that ultimately does not result in a sale. If Airspan is unable to establish and demonstrate to customers the benefits and value of Airspan’s new and innovative products and convert these efforts into sales, its business, results of operations, financial condition, cash flows and prospects will be adversely affected.

 

Airspan’s ability to sell its products is highly dependent on the quality of its support and services offerings, and Airspan’s failure to offer high-quality support and services could have a material adverse effect on its business, operating results and financial condition.

 

Network operators rely on Airspan’s products for critical applications and, as such, high-quality support is critical for the successful marketing and sale of its products. If Airspan or its channel partners do not provide adequate support to network operators in deploying its products or in resolving post-deployment issues quickly, Airspan’s reputation may be harmed and its ability to sell its products could be materially and adversely affected.

 

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Airspan may not be able to detect errors or defects in its solutions until after full deployment and product liability claims by customers could result in substantial costs.

 

Airspan’s solutions are sophisticated and are designed to be deployed in large and complex mobile networks that require a very high degree of reliability. Because of the nature of Airspan’s solutions, they can only be fully tested when substantially deployed in very large networks with high volumes of subscriber traffic. Some of Airspan’s customers have only recently begun to commercially deploy its solutions and they may discover errors or defects in the software or hardware, or the solutions may not operate as expected. Because Airspan may not be able to detect these problems until full deployment, any errors or defects in its solutions could affect the functionality of the networks in which they are deployed, given the use of Airspan’s solutions in business-critical applications. As a result, the time it may take Airspan to rectify errors can be critical to its customers.

 

Because the networks into which wireless service providers deploy Airspan’s solutions require a very high degree of reliability, the consequences of an adverse effect on their networks, including any type of communications outage, can be very significant and costly. If any network problems were caused, or perceived to be caused, by errors or defects in Airspan’s solutions, Airspan’s reputation and the reputation of its solutions could be significantly damaged with respect to that customer and other customers. Such problems could lead to a loss of that customer or other customers.

 

If one of its solutions fails, Airspan could also experience: payment of liquidated damages for performance failures; loss of, or delay in, revenue recognition; increased service, support, warranty, product replacement and product liability insurance costs, as well as a diversion of development resources; and costly and time-consuming legal actions by its customers, which could result in significant damages awards against Airspan. Any of these events could have a material adverse impact on Airspan’s business, results of operations, financial condition, cash flows and prospects.

 

Airspan’s international sales may be difficult and costly as a result of the political, economic and regulatory risks in those regions.

 

Sales to customers based outside the United States have historically accounted for a substantial portion of Airspan’s revenues.  In the years ended 2020 and 2019, Airspan’s international sales (sales to customers located outside the United States which includes a small percentage of United States customers where the final destination of the equipment is outside of the U.S.) accounted for approximately 75% and 36%, respectively, of Airspan’s total revenue. In many international markets, long-standing relationships between potential customers and their local suppliers and protective regulations, including local content requirements and type approvals, create barriers to entry.  In addition, pursuing international opportunities may require significant investments for an extended period before returns on such investments, if any, are realized and such investments may result in expenses growing at a faster rate than revenues.  The following risks inherent in international business could reduce the international demand for Airspan’s products, decrease the prices at which Airspan can sell its products internationally or disrupt its international operations, which could adversely affect its operations:

 

the imposition of tariffs, duties, price controls or other restrictions on foreign currencies or trade barriers imposed by foreign countries;
  
import or export controls, including licensing or product-certification requirements;

 

unexpected changes in government policies or regulatory requirements in the United States or by foreign governments and delays in receiving licenses to operate;

 

political instability and acts of war or terrorism;

 

economic instability, including the impact of economic recessions;

 

difficulty in staffing and managing geographically diverse operations, particularly during the current COVID-19 pandemic, including Airspan’s reluctance to staff and manage foreign operations as a result of political unrest even though Airspan has business opportunities in a country;

 

any limitation on Airspan’s ability to enforce intellectual property rights or agreements in regions where the judicial legal systems may be less developed or less protective of intellectual property or contractual rights;

 

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capital and exchange control programs;

 

challenges caused by distance, language and cultural differences;

 

fluctuations in currency exchange rates;

 

labor unrest;

 

restrictions on the repatriation of cash;

 

the nationalization of local industry; and

 

potentially adverse tax consequences.

 

Airspan’s operations in Israel may be disrupted by political and military tensions in Israel and the Middle East.

 

Airspan conducts various activities in Israel, including research and development; design; raw material procurement; and manufacturing and assembly through subcontractors based in Israel.  Airspan’s operations could be negatively affected by the political and military tensions in Israel and the Middle East.

 

Israel has been involved in a number of armed conflicts with its neighbors since 1948 and a state of hostility, varying in degree and intensity, has led to security and economic problems in Israel.  For more than two decades, a continuous armed conflict with the Palestinian Authority has been taking place.  Conditions in Israel could, in the future, disrupt the development, manufacture and/or distribution of Airspan’s products.

 

If Airspan loses Eric Stonestrom, its President and Chief Executive Officer, or any of its other executive officers, it may encounter difficulty replacing their expertise, which could impair Airspan’s ability to implement its business plan successfully.

 

Airspan believes that its ability to implement its business strategy and its future success depends on the continued employment of its senior management team, in particular its president and chief executive officer, Eric Stonestrom.  Airspan’s senior management team, who have extensive experience in its industry and are vital to maintaining some of its major customer relationships, may be difficult to replace.  The loss of the technical knowledge and management and industry expertise of these key employees could make it difficult for Airspan to execute its business plan effectively, could result in delays in new products being developed, could result in lost customers and could cause a diversion of resources while Airspan seeks replacements.

 

A material defect in Airspan’s products that either delays the commencement of services or affects customer networks could seriously harm Airspan’s credibility and its business, and Airspan may not have sufficient insurance to cover any potential liability.

 

Wireless network products are highly complex and frequently contain undetected software or hardware errors when first introduced or as new versions are released.  Airspan has detected and is likely to continue to detect errors and product defects in connection with new product releases and product upgrades.  In the past, some of Airspan’s products have contained defects that delayed the commencement of service by its customers.

 

If Airspan’s hardware or software contains undetected errors, Airspan could experience:

 

delayed or lost revenues and reduced market share due to adverse customer reactions;

 

higher warranty costs and other costs and expenses due to the need to provide additional products and services to a customer at a reduced charge or at no charge;

 

claims for substantial damages against Airspan, regardless of its responsibility for any failure, which may lead to increased insurance costs;

 

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diversion of research and development resources to fix errors in the field;

 

negative publicity regarding Airspan and its products, which could adversely affect its ability to attract new customers;

 

increased insurance costs; and

 

diversion of management and development time and resources.

 

Airspan’s general liability insurance coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims or its insurer may disclaim coverage as to any future claim.  In addition, Airspan’s products are often integrated with other network components.  Incompatibilities between Airspan’s products and these components could result in material harm to the service provider or its subscribers.  These problems could adversely affect Airspan’s cash position or its reputation and competitive position.

 

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect Airspan’s business.

 

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, Airspan’s business may be adversely affected. COVID-19 has spread to most countries and throughout the United States. Numerous government jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. From time to time, beginning in the first quarter of 2020, governmental authorities in the locations where Airspan and its clients operate issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at Airspan’s headquarters, work stoppages, slowdowns and delays, travel restrictions and cancellation of events. In addition, the COVID-19 pandemic had a significant impact on Airspan’s supply chains, adversely affecting product supply and delivery to Airspan’s customers, in particular in the second and third quarter of 2020. Future pandemic induced lockdowns continue to be a risk to the supply chain. As a further consequence of the COVID-19 pandemic, component lead times are extending as demand exceeds supply on certain components, including semiconductors. This situation has caused Airspan to extend its forecast horizon with its contract manufacturing partners and has increased the risk of supplier delays. Other disruptions or potential disruptions include the inability of Airspan’s customers to receive hardware components and parts critical to the deployment of Airspan’s solutions and to receive the delivery of such hardware on a timely basis, or at all; disruptions in Airspan’s deployment schedules, diversion of or limitations on employee resources that would otherwise be focused on the operations of Airspan’s business; delays in its ability to make sales or find new customers, business adjustments or disruptions of certain third parties with whom Airspan conducts business may have a material and adverse effect on its business, operating results and financial condition.

 

The extent to which the COVID-19 pandemic impacts Airspan’s business will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. While the potential economic impact brought by, and the duration of, any pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets and a reduction in Airspan’s ability to access capital, which could adversely affect its liquidity. In addition, a recession or market correction resulting from the spread of an infectious disease, including COVID-19, could materially affect Airspan’s business. Any such economic recession could have a material adverse effect on Airspan’s long-term business. To the extent the COVID-19 pandemic adversely affects Airspan’s business and financial results, it may also have the effect of heightening many of the other risks described in these Risk Factors.

 

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The mobile network industry investment levels fluctuate and are affected by many factors, including the economic environment and decisions made by wireless service providers and other customers regarding deployment of technology and their timing of purchases, and a downturn in investment levels could have a material adverse effect on Airspan’s business, financial condition, results of operations and prospects.

 

The mobile network industry has experienced downturns in which wireless service providers and other customers substantially reduced their capital spending on new equipment. With the advent of 5G and the growth of private networks, Airspan expects this market to grow in the coming years; however, the uncertainty surrounding global economic growth and the geopolitical situation may materially harm actual market conditions. Moreover, market conditions are subject to substantial fluctuation and could vary geographically and across technologies. Even if global conditions improve, conditions in the specific industry segments in which Airspan participates may be weaker than in other segments. In that case, Airspan’s revenue and operating results may be adversely affected.

 

If capital expenditures by wireless service providers and other customers are weaker than Airspan anticipates, its revenues, operating results and profitability may be adversely affected. The level of demand from operators and other customers who buy Airspan’s products and services can vary over short periods of time, including from month to month. Due to this uncertainty, accurately forecasting revenues, results, and cash flow remains difficult.

 

Airspan’s business and prospects depend on the strength of its brand. Failure to maintain and enhance Airspan’s brand would harm its ability to increase sales by expanding its network of channel partners as well as the number of network operators who purchase its products.

 

Maintaining and enhancing Airspan’s brand is critical to expanding its base of channel partners and the number of network operators who purchase its products. Maintaining and enhancing Airspan’s brand will depend largely on its ability to continue to develop products and solutions that provide the high quality at attractive economics sought by network operators. If Airspan fails to promote, maintain and protect its brand successfully, its ability to sustain and expand its business and enter new markets will suffer. Airspan’s brand may be impaired by a number of factors, including product failure and counterfeiting. If Airspan fails to maintain and enhance its brand, or if Airspan needs to incur unanticipated expenses to establish the brand in new markets, its operating results would be negatively affected.

 

Airspan may not secure additional liquidity required to meet its obligations on a timely basis, to satisfy its debt covenants or to attain profitable operations.

 

The audit report and the notes that accompany Airspan’s consolidated financial statements as of and for the year ended December 31, 2020, include an explanatory paragraph describing the existence of conditions that raise substantial doubt about Airspan’s ability to continue as a going concern. See Note 1 to the financial statements included in this proxy statement/prospectus/consent solicitation statement for more information. Airspan management plans to complete the Business Combination, as described in this proxy statement/prospectus/consent solicitation statement, to provide additional liquidity, but there can be no assurance that the Business Combination will be consummated in a timely manner, or at all. If Airspan does not complete the Business Combination, Airspan will need to secure additional liquidity in order to meet its obligations on a timely basis, to satisfy its debt covenants and, ultimately, to attain profitable operations.  Such additional liquidity may not be available on terms acceptable to Airspan, or at all.

 

Airspan has substantial indebtedness and is highly leveraged, which could adversely affect its business.

 

Airspan is highly leveraged with a significant amount of debt and it may continue to incur additional debt in the future. As of December 31, 2020, Airspan had approximately $91.5 million in indebtedness outstanding under its loan and security agreements. As a result of its indebtedness, Airspan is required to make interest and principal payments on its borrowings that are significant in relation to its revenues and cash flows. These payments reduce its earnings and cash available for other potential business purposes. This leverage also exposes Airspan to significant risk by limiting its flexibility in planning for, or reacting to, changes in its business (whether through competitive pressure or otherwise), its industry and the economy at large. Although Airspan’s cash flows could decrease in these scenarios, its required payments in respect of indebtedness would not decrease.

 

In addition, Airspan’s ability to make payments on, or repay or refinance, such debt, and to fund its operating and capital expenditures, depends largely upon its future operating performance. Its future operating performance, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond its control.

 

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Airspan may need additional capital in future periods and its ability to access capital on acceptable terms could decrease significantly and may adversely affect its results of operations and/or business prospects.

 

Airspan recognizes that its need for capital in future periods may increase due to a variety of factors, estimates and assumptions. If Airspan’s projected demand for capital materially increases and its then current and/or projected cash resources have not increased a comparable amount, it may need to modify its existing business plan or seek new capital which may be available only on terms that may not be acceptable to Airspan, especially in light of current adverse economic conditions. Airspan has been and may in the future be compelled to adopt measures to conserve cash resources due to the lack of availability of capital, such measures may adversely affect its results of operations and the short-term and/or long-term prospects for its business.

 

Airspan may not have adequate protection for its intellectual property, which may make it easier for others to misappropriate its technology and enable its competitors to sell competing products at lower prices and harm its business.

 

Airspan’s success has historically relied in part on proprietary technology. Airspan has used a combination of patent, copyright, trademark and trade secret laws and contractual restrictions on disclosure to protect its intellectual property rights associated with its products. Despite its efforts to protect its proprietary rights, Airspan cannot be certain that the steps it has taken will prevent misappropriation of its technology, and Airspan may not be able to detect unauthorized use or take appropriate steps to enforce its intellectual property rights. The laws of some foreign countries, particularly in Asia, do not protect Airspan’s proprietary rights to the same extent as the laws of the United States and the United Kingdom, and Airspan may encounter substantial infringement problems in those countries. In addition, Airspan does not file for patent protection in every country where it conducts business. In some countries where Airspan does file for patent protection, Airspan may choose not to maintain patent protection. In addition, Airspan may not file for or maintain patent protection in a country from which it derives significant revenue. In instances where Airspan has licensed intellectual property from third parties, it may have limited rights to institute actions against third parties for infringement of the licensed intellectual property or to defend any suit that challenges the validity of the licensed intellectual property. If Airspan fails to protect adequately its intellectual property rights, or fails to do so under applicable law, it would be easier for Airspan’s competitors to copy its products and sell competing products at lower prices, which would harm its business.

 

Infringement claims are common in Airspan’s industry and third parties, including competitors, have and could in the future assert infringement claims against Airspan or its customers that Airspan is obligated to indemnify.

 

Airspan’s industry is highly competitive and its technologies are complex. Companies file patent applications and obtain patents covering these technologies frequently and maintain programs to protect their intellectual property portfolios. In addition, patent holding companies (including “non-practicing entities”) regularly bring claims against telecommunication equipment companies, often attempting to extract royalty, licensing or other settlements.

 

Airspan’s solutions are technically complex and compete with the products and solutions of significantly larger companies. Airspan’s likelihood of being subject to infringement claims may increase as a result of its real or perceived success, as the number of competitors in its industry grows and as it adds functionality to its solutions. Airspan has previously received and may in the future receive communications from third parties alleging that it is or may be infringing their intellectual property rights. The visibility Airspan would receive from being a public company may result in a greater number of such allegations.

 

Airspan has also agreed, and expects to continue to agree, to indemnify its customers for certain expenses or liabilities resulting from claimed infringement of intellectual property rights of third parties with respect to its solutions and software. Airspan has received indemnity demands from customers in the past and may receive such other claims in the future. In the case of infringement claims against these customers, Airspan could be required to indemnify them for losses resulting from such claims or to refund license fees they have paid to Airspan. If a customer asserts a claim for indemnification against Airspan, Airspan could incur significant costs and reputational harm disputing it. If Airspan does not succeed in disputing it, Airspan could face substantial liability, particularly as these liabilities do not typically have caps or specific limits and Airspan’s insurance coverage relating to any such liabilities generally would be very limited.

 

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Regardless of the merit of third-party claims that Airspan or its customers infringe their rights, these claims could be time consuming and costly to defend, divert management’s attention and resources, require Airspan to make costly or difficult changes to its designs, cause it to cease producing, licensing or using software or solutions, require it to pay damages for past infringement, potentially including treble damages, or enter into royalty or licensing agreements, which may not be available on reasonable terms or at all, or any combination of, or all of, these actions.

 

Airspan may be subject to damages resulting from claims that its employees or contractors have wrongfully used or disclosed alleged trade secrets of their former employees or other parties.

 

Airspan could be subject to claims that employees or contractors, or Airspan, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of its competitors or other parties. Litigation may be necessary to defend against these claims. If Airspan fails in defending against such claims, a court could order it to pay substantial damages and prohibit Airspan from using technologies or features that are important to its products, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, Airspan may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent Airspan’s ability to develop, market and support potential products or enhancements, which could materially and adversely affect its business. Even if Airspan is successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.

 

Airspan uses open source software in its products that may subject its firmware to general release or require it to re-engineer its products and the firmware contained therein, which may cause harm to its business.

 

Airspan incorporates open source software into its products. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the software code. Some open source licenses contain requirements that Airspan make available source code for modifications or derivative works it creates based upon the open source software and that it license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If Airspan combines its proprietary firmware or other software with open source software in a certain manner, it could, under certain of the open source licenses, be required to release its proprietary source code publicly or license such source code on unfavorable terms or at no cost. Open source license terms relating to the disclosure of source code in modifications or derivative works to the open source software are often ambiguous and few if any courts in jurisdictions applicable to Airspan have interpreted such terms. As a result, many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect Airspan’s business.

 

If Airspan were found to have inappropriately used open source software, it may be required to release its proprietary source code, re-engineer its firmware or other software, discontinue the sale of its products in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from its development efforts, any of which could adversely increase its expenses and delay its ability to release its products for sale. Airspan could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into its products.

 

Changes in telecommunications regulation or delays in receiving licenses could adversely affect many of Airspan’s customers and may lead to lower sales.

 

Many of Airspan’s customers are subject to extensive regulation as communications service providers, including with respect to the availability of radio frequencies for two-way broadband communications.  Each country has different regulations and regulatory processes for wireless communications equipment and for the uses of radio frequencies.  Some of Airspan’s products operate in license-exempt bands, while others operate in licensed bands in different jurisdictions.  In addition, changes in laws or regulations that adversely affect existing and potential customers could lead them to delay, reduce or cancel expenditures on communications access systems, which actions would harm Airspan’s business.  In the past, anticipated customer orders have been postponed because of regulatory issues in various countries.  The resolution of those issues can be lengthy and the outcome can be unpredictable.  Some of the orders Airspan receives from customers are contingent upon their receipt of licenses from regulators, the timing of which can often be uncertain.  Depending on the jurisdiction, the receipt of licenses by Airspan’s customers may occur, if at all, a year or more after they initially seek those licenses.

 

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At present there are few laws or regulations that specifically address Airspan’s business of providing communications access equipment.  However, future regulation may include access or settlement charges or tariffs that could impose economic burdens on Airspan’s customers and Airspan.  Airspan is unable to predict the impact, if any, that future legislation, judicial decisions or regulations in the countries in which it does business will have on its business, operating results and financial condition.

 

If Airspan were not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, its business, results of operations and financial condition could be harmed.

 

Personal privacy, data protection, information security and telecommunications-related laws and regulations have been widely adopted in the United States, Europe and other jurisdictions where Airspan offers its products. The regulatory frameworks for these matters, including privacy, data protection and information security matters, is rapidly evolving and is likely to remain uncertain for the foreseeable future. Airspan expects that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security and telecommunications services in the United States, the European Union and other jurisdictions in which it operates or may operate, and Airspan cannot yet determine the impact such future laws, regulations and standards may have on its business. For example, the European Commission adopted the General Data Protection Regulation, effective in May 2018, that supersedes prior EU data protection legislation, imposes more stringent EU data protection requirements and imposes greater penalties for noncompliance. Additionally, California enacted the California Consumer Privacy Act of 2018, which took effect on January 1, 2020, and broadly defines personal information, gives California residents expanded privacy rights and protections and provides for civil penalties for violations. Airspan understands that additional states as well as other countries around the world are also in the process of enacting or amending data protection, security, and privacy regulations. Airspan also expects that existing laws, regulations and standards may be interpreted in new manners in the future. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could require Airspan to modify its products, restrict its business operations, increase its costs and impair its ability to maintain and grow its channel partner base and increase its revenues. The cost of compliance with, and other burdens imposed by, the GDPR, CCPA and other new privacy laws may limit the use and adoption of Airspan’s products and services and could have an adverse impact on its business, results of operations and financial condition.

 

Although Airspan works to comply with applicable privacy and data security laws and regulations, industry standards, contractual obligations and other legal obligations, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. As such, Airspan cannot assure ongoing compliance with all such laws, regulations, standards and obligations. Any failure or perceived failure by Airspan to comply with applicable laws, regulations, standards or obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personally identifiable information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause channel partners to lose trust in Airspan, which could have an adverse effect on Airspan’s reputation and business.

 

Regulations affecting broadband infrastructure could damage demand for Airspan’s products.

 

Laws and regulations governing the Internet are emerging but remain largely unsettled, even in the areas where there has been some legislative action. Regulations may focus on, among other things, assessing access or settlement charges, or imposing tariffs or regulations based on the characteristics and quality of products, either of which could restrict Airspan’s business or increase its cost of doing business. Government regulatory policies are likely to continue to have a major impact on the pricing of existing and new network services and, therefore, are expected to affect demand for those services and the communications products, including Airspan’s products, supporting those services. There will likely be future government regulatory policies relating to migration to the cloud as these technologies become more prevalent in the U.S. and globally.

 

Any changes to existing laws or the adoption of new regulations by federal or state regulatory authorities or any legal challenges to existing laws or regulations affecting IP networks could materially adversely affect the market for Airspan’s products. Moreover, customers may require Airspan, or Airspan may otherwise deem it necessary or advisable, to alter its products to address actual or anticipated changes in the regulatory environment. Airspan’s inability to alter its products or address any regulatory changes could have a material adverse effect on its business, financial condition, results of operations and prospects.

 

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Airspan is subject to governmental export and import controls that could impair its ability to compete in international markets and subject it to liability if Airspan is not in compliance with applicable laws.

 

Airspan’s technology and products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. customs regulations, the economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and applicable U.K. export and import laws and regulations. Exports, re-exports and transfers of Airspan’s products and technology must be made in compliance with these laws and regulations. U.S. and U.K. export control laws and economic sanctions include a prohibition on the shipment of certain products and technology to embargoed or sanctioned countries, governments and persons. Airspan takes precautions to prevent its products and technology from being shipped to, downloaded by or otherwise transferred to applicable sanctions targets, but its products could be shipped to those targets by its channel partners despite such precautions. If Airspan’s products are shipped to or downloaded by sanctioned targets in the future in violation of applicable export laws, Airspan could be subject to government investigations, penalties and reputational harm. Certain of Airspan’s products incorporate encryption technology and may be exported, re-exported or transferred only with the required applicable export license from the U.S. or the U.K. or through an export license exception.

 

If Airspan fails to comply with applicable export and import regulations, customs and trade regulations, and economic sanctions and other laws, Airspan could be subject to substantial civil and criminal penalties, including fines and incarceration for responsible employees and managers, and the possible loss of export or import privileges as well as harm its reputation and indirectly have a material adverse effect on its business, operating results and financial condition. In addition, if Airspan’s channel partners fail to comply with applicable export and import regulations, customs regulations, and economic and sanctions and other laws in connection with its products and technology, then Airspan may also be adversely affected, through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming, may result in the delay or loss of sales opportunities and approval is not guaranteed.

 

Failure to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”) and similar laws associated with Airspan’s activities outside the United States could subject it to penalties and other adverse consequences.

 

As a substantial portion of Airspan’s revenues is, and Airspan expects will continue to be, from jurisdictions outside of the United States, Airspan faces significant risks if it fails to comply with the FCPA, the Bribery Act and other laws that prohibit improper payments or offers of payment to governments and their officials and political parties by Airspan and other business entities for the purpose of obtaining or retaining business. In many countries, particularly in countries with developing economies, some of which represent significant markets for Airspan, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA, the Bribery Act or other laws and regulations. Airspan management may not be effective at preventing all potential FCPA, Bribery Act or other violations. Airspan also cannot guarantee the compliance by its channel partners, resellers, suppliers and agents with applicable U.S. laws, including the FCPA, the Bribery Act or other applicable non-U.S. laws. Therefore, there can be no assurance that none of Airspan’s employees or agents will take actions in violation of applicable laws, for which Airspan may be ultimately held responsible. As a result of Airspan’s focus on managing its growth, its development of infrastructure designed to identify FCPA and Bribery Act matters and monitor compliance is at an early stage. Any violation of the FCPA or the Bribery Act could result in severe criminal or civil sanctions, which could have a material and adverse effect on Airspan’s reputation, business, operating results and financial condition.

 

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Airspan’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

 

As of December 31, 2020, Airspan had $182.5 million of U.S. federal and $98.4 million of state net operating loss carryforwards available to reduce future taxable income. Of the $182.5 million in U.S. federal operating loss carryforwards, $15.4 million will be carried forward indefinitely for U.S. federal tax purposes and $131.1 million will expire between 2021 and 2037. The $98.4 million in state operating loss carryforwards will expire between 2021 and 2039. It is possible that Airspan will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in Airspan’s ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. To the extent Airspan is not able to offset future taxable income with its net operating losses, Airspan’s cash flows may be adversely affected.

 

Risks Related to Being a Public Company

 

Airspan’s management team has had limited experience managing and operating a public company since the period when Airspan was a public company, which ended in 2009.

 

Most of the members of Airspan’s management team have had limited experience managing and operating a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies since the period when Airspan was a public company, which ended in 2009. Airspan’s management team may not successfully or efficiently manage their new responsibilities. Airspan’s transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Airspan’s senior management and could divert their attention away from the day-to-day management of Airspan’s business. Airspan may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies. The development and implementation of the standards and controls necessary for the Post-Combination Company to achieve the level of accounting standards required of a public company may require costs greater than expected. It is expected that the Post-Combination Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods. These factors could adversely affect the Post-Combination Company’s business, financial condition, and operating results.

 

Airspan’s directors and officers may have interests in the Business Combination different from the interests of Airspan’s stockholders.

 

Executive officers and directors of Airspan negotiated the terms of the Business Combination Agreement with their counterparts at New Beginnings, and the Airspan Board of Directors has considered the Business Combination and the terms of the Business Combination Agreement and unanimously approved and declared that the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, are advisable and in the best interest of Airspan and its stockholders and recommended that Airspan Stockholders approve the Airspan Business Combination Proposal. In considering these facts and the other information contained in this proxy statement/prospectus/consent solicitation statement, you should be aware that Airspan’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Airspan’s stockholders. The Airspan Board of Directors was aware of and considered these interests to the extent that such interests existed at the time, among other matters, in reaching the determination to unanimously approve the terms of the Business Combination and in recommending to Airspan’s stockholders that they vote to approve the Airspan Business Combination Proposal. For a detailed discussion of the interests that Airspan’s directors and executive officers may have in the Business Combination, please see the section entitled “The Business Combination — Interests of Airspan’s Directors and Executive Officers in the Business Combination.”

 

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Risks Related to New Beginnings and the Business Combination

 

New Beginnings stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

 

Upon the issuance of New Beginnings Common Stock in connection with the Business Combination, current Public Stockholders’ percentage ownership will be diluted. The percentage of the Post-Combination Company’s common stock that will be owned by Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of Public Stockholders under different redemption levels, based on the number of issued and outstanding shares of New Beginnings Common Stock and Airspan Capital Stock on December 31, 2020, and based on the New Beginnings Common Stock expected to be issued in the Business Combination and the PIPE, Public Stockholders, as a group, will own (1) if there are no redemptions of Public Shares, 14.1% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination or (2) if there are redemptions of 48.3% of the outstanding Public Shares, 7.8% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination. Because of this, Public Stockholders, as a group, will have less influence on the board of directors, management and policies of the Post-Combination Company than they now have on the board of directors, management and policies of New Beginnings. See “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

 

There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on the NYSE American or any other exchange or that the Post-Combination Company will be able to comply with the continued listing standards of the NYSE American or any other exchange.

 

In connection with the closing of the Business Combination, we intend to list the Post-Combination Company’s common stock and warrants on the NYSE American under the symbols “MIMO” and “MIMO WS,” respectively. The Post-Combination Company’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, the NYSE American delists the Post-Combination Company’s shares from trading on its exchange for failure to meet the listing standards, the Post-Combination Company and its stockholders could face significant material adverse consequences including:

 

a limited availability of market quotations for the Post-Combination Company’s securities;

 

reduced liquidity for the Post-Combination Company’s securities;

 

a determination that the Post-Combination Company’s common stock is a “penny stock” which will require brokers trading in the Post-Combination Company’s common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Post-Combination Company’s common stock;

 

a limited amount of analyst coverage; and

 

a decreased ability to issue additional securities or obtain additional financing in the future.

 

Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and the price of the Post-Combination Company’s securities, which could cause you to lose some or all of your investment.

 

Although New Beginnings has conducted due diligence on Airspan, this diligence may not surface all material issues that may be present with Airspan’s business. Factors outside of Airspan’s and outside of New Beginnings’ control may, at any time, arise. As a result of these factors, the Post-Combination Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Post-Combination Company reporting losses. Even if New Beginnings’ due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Post-Combination Company’s liquidity, the fact that the Post-Combination Company reports charges of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. In addition, charges of this nature may cause the Post-Combination Company to be unable to obtain future financing on favorable terms or at all.

 

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If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of New Beginnings’ securities or, following the Closing, the Post-Combination Company’s securities, may decline.

 

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New Beginnings’ securities prior to the Closing may decline. The market values of the Post-Combination Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement, or the date on which New Beginnings’ stockholders vote on the Business Combination.

 

In addition, following the Business Combination, fluctuations in the price of the Post-Combination Company’s securities could contribute to the loss of all or part of your investment. Currently, there is only a limited public market for Airspan Common Stock and no public market for any other series or class of Airspan Capital Stock. Accordingly, the valuation ascribed to Airspan may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the Post-Combination Company’s securities develops and continues, the trading price of the Post-Combination Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Post-Combination Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Post-Combination Company’s securities and the Post-Combination Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Post-Combination Company’s securities may not recover and may experience a further decline.

 

Factors affecting the trading price of the Post-Combination Company’s securities may include:

 

actual or anticipated fluctuations in the Post-Combination Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

 

changes in the market’s expectations about the Post-Combination Company’s operating results;

 

success of competitors;

 

the Post-Combination Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

changes in financial estimates and recommendations by securities analysts concerning the Post-Combination Company or the industries in which Airspan operates;

 

operating and share price performance of other companies that investors deem comparable to the Post-Combination Company;

 

the Post-Combination Company’s ability to market new and enhanced products and technologies on a timely basis;

 

changes in laws and regulations affecting the Post-Combination Company’s business;

 

the Post-Combination Company’s ability to meet compliance requirements;

 

commencement of, or involvement in, litigation involving the Post-Combination Company;

 

changes in the Post-Combination Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

the volume of the Post-Combination Company’s shares of common stock available for public sale;

 

any major change in the Post-Combination Board or management;

 

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sales of substantial amounts of the Post-Combination Company’s shares of common stock by the Post-Combination Company’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

 

general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

 

Broad market and industry factors may materially harm the market price of the Post-Combination Company’s securities irrespective of the Post-Combination Company’s operating performance. The stock market in general, and the NYSE American in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Post-Combination Company’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Post-Combination Company could depress the Post-Combination Company’s share price regardless of the Post-Combination Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Post-Combination Company’s securities also could adversely affect the Post-Combination Company’s ability to issue additional securities and the Post-Combination Company’s ability to obtain additional financing in the future.

 

The Post-Combination Company will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if the Post-Combination Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make the Post-Combination Company’s securities less attractive to investors and may make it more difficult to compare the Post-Combination Company’s performance to the performance of other public companies.

 

The Post-Combination Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Post-Combination Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Post-Combination Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the Post-Combination Company’s common stock that are held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of New Beginnings Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Post-Combination Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Post-Combination Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find New Beginnings Common Stock less attractive because the Post-Combination Company will rely on these exemptions, which may result in a less active trading market for the New Beginnings Common Stock and its price may be more volatile.

 

Additionally, the Post-Combination Company will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K promulgated by the SEC. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Post-Combination Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Post-Combination Company’s common stock held by non-affiliates is equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues is equal to or exceeds $100 million during such completed fiscal year and the market value of the Post-Combination Company’s common stock held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Post-Combination Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

 

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The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.

 

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Post-Combination Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

 

The Sponsor and New Beginnings’ executive officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

 

Unlike many other blank check companies in which the founders, executive officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and New Beginnings’ executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with New Beginnings and, in the case of the Sponsor, the Sponsor Support Agreement, to vote any shares of New Beginnings Common Stock held by them in favor of the Business Combination. We expect that the Sponsor and New Beginnings’ executive officers and directors (and their permitted transferees) will own at least approximately 23% of the issued and outstanding shares of New Beginnings Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

 

New Beginnings may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

 

The Sponsor and New Beginnings’ executive officers and directors have agreed that New Beginnings must complete its initial business combination within 12 months from the closing of its IPO, or November 3, 2021 (subject to two extensions, each by an additional three months (for a total of up to 18 months to complete an initial business combination)). New Beginnings may not be able to consummate an initial business combination within such time period. However, New Beginnings’ ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

 

If New Beginnings is unable to consummate its initial business combination within the required time period, it will, as promptly as reasonably possible but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to the Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of its affairs, as further described herein. This redemption of Public Stockholders from the Trust Account will be effected as required by function of New Beginnings’ amended and restated certificate of incorporation and prior to any voluntary winding up.

 

For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on December 31, 2020, the estimated per share redemption price would have been approximately $10.10.

 

The Sponsor or New Beginnings’ directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of New Beginnings Common Stock.

 

The Sponsor or New Beginnings’ directors, executive officers or advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of New Beginnings’ shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or New Beginnings’ directors, executive officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

 

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In addition, if such purchases are made, the public “float” of New Beginnings Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of New Beginnings’ securities on a national securities exchange.

 

New Beginnings’ ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Airspan, all of whom we expect to stay with the Post-Combination Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

 

New Beginnings’ ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Airspan. Although we expect key personnel to remain with the Post-Combination Company following the Business Combination, there can be no assurance that they will do so. It is possible that Airspan will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Post-Combination Company.

 

New Beginnings’ board of directors did not obtain a fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

 

In analyzing the Business Combination, New Beginnings’ management conducted significant due diligence on Airspan. For a complete discussion of the factors utilized by New Beginnings’ board of directors in approving the business combination, see the section entitled, “The Business Combination — New Beginnings’ Board of Directors’ Reasons for the Approval of the Business Combination.” New Beginnings’ board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Airspan’s fair market value was at least 80% of our net assets (excluding any taxes payable on interest earned).

 

Notwithstanding the foregoing, New Beginnings’ board of directors did not obtain a fairness opinion to assist it in its determination. New Beginnings’ board of directors may be incorrect in its assessment of the Business Combination.

 

Unlike many blank check companies, New Beginnings does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for New Beginnings to consummate the Business Combination even if a substantial majority of New Beginnings’ stockholders do not agree.

 

Since New Beginnings has no specified percentage threshold for redemption contained in its amended and restated certificate of incorporation, its structure is different in this respect from the structure used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company’s public shares voted against a proposed business combination and elected to convert or redeem more than a specified maximum percentage of the shares sold in such company’s initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the amount of shares voted by their public stockholders electing conversion or redemption exceeded the maximum conversion or redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, New Beginnings may be able to consummate the Business Combination even if a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares. However, in no event will New Beginnings redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the consummation of the Business Combination. If enough Public Stockholders exercise their redemption rights such that New Beginnings cannot satisfy the net tangible asset requirement, New Beginnings would not proceed with the redemption of our Public Shares and the Business Combination, and instead may search for an alternate business combination. However, because the minimum cash requirements provided in the Business Combination Agreement may be waived by Airspan, if New Beginnings did not proceed with the Business Combination in such situation, it may be in breach of its obligations under the Business Combination Agreement, which could have an adverse effect on its ability to consummate an alternate business combination.

 

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Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

 

Public Stockholders are entitled to receive funds from the Trust Account only (i) in the event of a redemption to Public Stockholders prior to any winding up in the event New Beginnings does not consummate its initial business combination or its liquidation, (ii) if they redeem their shares in connection with an initial business combination that New Beginnings consummates or, (iii) if they redeem their shares in connection with a stockholder vote to amend New Beginnings’ amended and restated certificate of incorporation (A) to modify the substance or timing of New Beginnings’ obligation to redeem 100% of the Public Shares if New Beginnings does not complete its initial business combination within 12 months from the closing of the IPO (subject to any applicable extension periods) or (B) with respect to any other provision relating to New Beginnings’ pre-business combination activity and related stockholders’ rights. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

 

If third parties bring claims against New Beginnings, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

 

New Beginnings’ placing of funds in the Trust Account may not protect those funds from third-party claims against New Beginnings. Although New Beginnings has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with New Beginnings waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against New Beginnings’ assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, New Beginnings’ management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to New Beginnings than any alternative.

 

Examples of possible instances where New Beginnings may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where New Beginnings is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if New Beginnings is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, New Beginnings will be required to provide for payment of claims of creditors that were not waived that may be brought against New Beginnings within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

 

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The Sponsor has agreed that it will be liable to New Beginnings if and to the extent any claims by a third party (other than New Beginnings’ independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which New Beginnings has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay New Beginnings’ franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under New Beginnings’ indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. New Beginnings believes that the Sponsor’s only assets are securities of New Beginnings and, therefore, the Sponsor may not be able to satisfy those obligations. New Beginnings has not asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for New Beginnings’ initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, New Beginnings may not be able to complete its initial business combination, and its stockholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of New Beginnings’ officers or directors will indemnify New Beginnings for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

New Beginnings’ directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

 

In the event that the proceeds in the Trust Account are reduced below $10.00 per Public Share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, New Beginnings’ independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. It is possible that New Beginnings’ independent directors in exercising their business judgment may choose not to do so in any particular instance. If New Beginnings’ independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.00 per Public Share.

 

New Beginnings’ stockholders may be held liable for claims by third parties against New Beginnings to the extent of distributions received by them.

 

New Beginnings’ amended and restated certificate of incorporation provides that New Beginnings will continue in existence only until 12 months from the closing of the IPO (subject to any applicable extension periods). As promptly as reasonably possible following the redemptions New Beginnings is required to make to the Public Stockholders in such event, subject to the approval of New Beginnings’ remaining stockholders and board of directors, New Beginnings would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. New Beginnings cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, New Beginnings’ stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of New Beginnings’ stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, New Beginnings cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by New Beginnings.

 

If New Beginnings is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against New Beginnings which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by New Beginnings’ stockholders. Furthermore, because New Beginnings intends to distribute the proceeds held in the Trust Account to the Public Stockholders promptly after expiration of the time New Beginnings has to complete an initial business combination, this may be viewed or interpreted as giving preference to the Public Stockholders over any potential creditors with respect to access to or distributions from New Beginnings’ assets. Furthermore, New Beginnings’ board of directors may be viewed as having breached their fiduciary duties to New Beginnings’ creditors and/or may have acted in bad faith, and thereby exposing itself and New Beginnings to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. New Beginnings cannot assure you that claims will not be brought against New Beginnings for these reasons.

 

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New Beginnings’ Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus/consent solicitation statement.

 

When considering New Beginnings’ board of directors’ recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement, New Beginnings’ stockholders should be aware that the Sponsor and certain of New Beginnings’ executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of New Beginnings’ stockholders generally. These interests include:

 

the beneficial ownership of the Sponsor, which is controlled by Michael S. Liebowitz, New Beginnings’ Chief Executive Officer, and Russell W. Galbut, New Beginnings’ Chairman, of an aggregate of 3,911,000 shares of New Beginnings Common Stock, consisting of:

 

2,821,000 Founder Shares retained by the Sponsor, out of 2,875,000 Founder Shares initially purchased by the Sponsor for an aggregate price of $25,000; and

 

545,000 Placement Shares and 545,000 shares of New Beginnings Common Stock underlying Placement Warrants, which together comprise the 545,000 Placement Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of $5,450,000;

 

all of which shares and warrants would become worthless if New Beginnings does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $            million and $            million, respectively, based on the closing price of New Beginnings Common Stock of $            and the closing price of New Beginnings Warrants of $            on the NYSE American on            , 2021, the most recent practicable date;

 

the beneficial ownership of Dean Walsh, Mr. Garrett and Mr. Del Rio of 18,000 Founder Shares each, initially purchased from the Sponsor for an aggregate price of $486, all of which Founder Shares would become worthless if New Beginnings does not complete a business combination within the applicable time period, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $           million, based on the closing price of New Beginnings Common Stock of $         on the NYSE American on         , 2021, the most recent practicable date;

 

the economic interests in the Sponsor held by certain of New Beginnings’ officers and directors, which gives them an indirect pecuniary interest in the shares of New Beginnings Common Stock and New Beginnings Warrants held by the Sponsor, and which interests would also become worthless if New Beginnings does not complete a business combination within the applicable time period, including the following:

 

Mr. Galbut and Mr. Liebowitz made investments in the equity of the Sponsor in the amount of $1,412,188 each, which gives each of Mr. Galbut and Mr. Liebowitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $                million and $                , respectively, in each case based on the closing price of New Beginnings Common Stock of $                and the closing price of New Beginnings Warrants of $                on the NYSE American on                , 2021, the most recent practicable date;

 

Mr. Del Rio made an investment in the equity of the Sponsor in the amount of $417,406, which gives Mr. Del Rio an economic interest in the Sponsor equivalent to an additional 261,932 shares of New Beginnings Common Stock and 41,741 New Beginnings Warrants, which would have a market value of approximately $                million and $                , respectively, in each case based on the closing price of New Beginnings Common Stock of $                and the closing price of New Beginnings Warrants of $                on the NYSE American on                , 2021, the most recent practicable date; and

 

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Mr. Weitz made an investment in the equity of the Sponsor in the amount of $1,399,688, which gives Mr. Weitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $                million and $                 , respectively, in each case based on the closing price of New Beginnings Common Stock of $                 and the closing price of New Beginnings Warrants of $                 on the NYSE American on                , 2021, the most recent practicable date;

 

New Beginnings’ board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on New Beginnings’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

 

the Sponsor and New Beginnings’ officers, directors or their affiliates have made, and may make additional, working capital loans prior to the closing of the Business Combination, which may not be repaid if the Business Combination is not completed;

 

the anticipated continuation of Michael S. Liebowitz, New Beginnings’ Chief Executive Officer and a director, as a director of the Post-Combination Company following the Closing; and

 

the continued indemnification of current directors and officers of New Beginnings and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

These interests may have influenced New Beginnings’ directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement.

 

New Beginnings will enter into the Stockholders Agreement with the Sponsor and certain stockholders of Airspan, which will provide the Sponsor with certain governance rights with respect to the Post-Combination Company.

 

The Business Combination Agreement contemplates that, in connection with the Closing, New Beginnings will enter into the Stockholders Agreement with the Sponsor and certain stockholders of Airspan. The Stockholders Agreement will provide, among other things, that, as of the Closing, the initial board will consist of eight directors.

 

Additionally, the Stockholders Agreement will provide that, from and after the Closing and until such time as the Sponsor beneficially owns less than 1,535,000 shares of New Beginnings Common Stock, the Sponsor will have the right to nominate one director to the board of directors of the Post-Combination Company, who will initially be Michael Liebowitz. The Stockholders Agreement will also provide that, if the Sponsor Director is an independent director, the Sponsor Director will be appointed to, and serve on, the nominating and corporate governance committee of the board of directors of the Post-Combination Company (or, if there is no nominating and corporate governance committee of the board of directors of the Post-Combination Company, such other committee of the board of directors of the Post-Combination Company that is primarily responsible for nominating and corporate governance matters).

 

The interests of the parties to the Stockholders Agreement may differ from those of other holders of Post-Combination Company common stock. See the section entitled “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

 

We may amend the terms of the New Beginnings Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Public Warrants.

 

The New Beginnings Warrants were issued in registered form under the New Beginnings Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The New Beginnings Warrant Agreement provides that the terms of the New Beginnings Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the New Beginnings Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the New Beginnings Warrants with the consent of a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the New Beginnings Warrants, convert the New Beginnings Warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of a New Beginnings Warrant.

 

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The Post-Combination Company may redeem your unexpired New Beginnings Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your New Beginnings Warrants worthless.

 

The Post-Combination Company will have the ability to redeem outstanding New Beginnings Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New Beginnings Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Post-Combination Company gives notice of redemption. If and when the New Beginnings Warrants become redeemable by the Post-Combination Company, the Post-Combination Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding New Beginnings Warrants could force you (i) to exercise your New Beginnings Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your New Beginnings Warrants at the then-current market price when you might otherwise wish to hold your New Beginnings Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding New Beginnings Warrants are called for redemption, is likely to be substantially less than the market value of your New Beginnings Warrants. None of the Placement Warrants will be redeemable by the Post-Combination Company so long as they are held by their initial purchasers or their permitted transferees.

 

New Beginnings will require Public Stockholders who wish to redeem their shares of New Beginnings Common Stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

 

New Beginnings will require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically using DTC’s DWAC System, at the holder’s option. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our bylaws, we are required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

 

Additionally, despite our compliance with the proxy rules, stockholders may not become aware of the opportunity to redeem their shares.

 

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There is uncertainty regarding the federal income tax consequences to holders of New Beginnings Common Stock who exercise their redemption rights.

 

There is some uncertainty regarding the federal income tax consequences to holders of New Beginnings Common Stock who exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption results in a dividend, taxable as ordinary income, or a sale, taxable as capital gain, and (ii) whether such capital gain is “long-term” or “short-term.” Whether the redemption qualifies for sale treatment, resulting in taxation as capital gain rather than ordinary income, will depend largely on whether the holder owns (or is deemed to own) any shares of New Beginnings Common Stock following the redemption, and if so, the total number of shares of New Beginnings Common Stock held by the holder both before and after the redemption relative to all shares of New Beginnings Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a dividend, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in New Beginnings or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the Internal Revenue Service (the “IRS”), there is uncertainty as to whether a holder who elects to exercise its redemption rights will be taxed on any gain from the redemption as ordinary income or capital gain. See the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

 

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, the Business Combination may be a fully taxable transaction to Airspan Stockholders, in which case Airspan Stockholders would be required to recognize taxable gain or loss with respect to the total value of the merger consideration.

 

The parties intend for the Business Combination to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. If the Business Combination qualifies for such treatment, Airspan Stockholders generally will not recognize gain or loss upon their exchange of Airspan Capital Stock for New Beginnings Common Stock and Post-Combination Company Warrants. However, the obligations of New Beginnings and Airspan to complete the Business Combination are not conditioned on the receipt of opinions from Greenberg Traurig, P.A. (counsel to New Beginnings), Dorsey & Whitney LLP (counsel to Airspan), or any other U.S. tax counsel to the effect that the Business Combination will qualify for such treatment, and the Business Combination will occur even if it does not so qualify. Neither Airspan nor New Beginnings has requested, or intends to request, a ruling from the IRS with respect to the U.S. federal income tax consequences of the Business Combination. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a contrary position. Accordingly, if the IRS or a court determines that the Business Combination does not qualify as a reorganization under Section 368(a) of the Code (and does not otherwise qualify as a generally tax-free transaction for Airspan Stockholders under the Code), the Business Combination would be a fully taxable transaction to Airspan Stockholders for U.S. federal income tax purposes, and Airspan Stockholders generally would be required to recognize taxable gain or loss with respect to the total value of the merger consideration they receive in connection with the Business Combination. For a more detailed discussion of the material U.S. federal income tax consequences of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

 

We may issue additional shares of New Beginnings Common Stock or preferred shares under an employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of our stockholders.

 

Our amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock and 1,000,000 shares of preferred stock, in each case, par value $0.0001 per share, and the Proposed Certificate of Incorporation authorizes the issuance of 250,000,000 shares of common stock, and 10,000,000 shares of preferred stock, in each case, par value $0.0001 per share. We may issue a substantial number of additional shares of New Beginnings Common Stock or shares of preferred stock under an employee incentive plan upon or after consummation of the Business Combination. However, our amended and restated certificate of incorporation provides that we may not issue any additional shares of capital stock that would entitle the holders thereof to receive funds from the Trust Account or vote as a class with our Public Shares on an initial business combination. Although no such issuance will affect the per share amount available for redemption from the Trust Account, the issuance of additional New Beginnings Common Stock or preferred shares:

 

may significantly dilute the equity interest of investors from the IPO, who will not have preemption rights in respect of such an issuance;

 

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may subordinate the rights of holders of shares of New Beginnings Common Stock if one or more classes of preferred stock are created, and such preferred shares are issued, with rights senior to those afforded to New Beginnings Common Stock;

 

could cause a change in control if a substantial number of shares of New Beginnings Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

 

may adversely affect prevailing market prices for our New Beginnings Units, New Beginnings Common Stock and/or New Beginnings Warrants.

 

Our Proposed Certificate of Incorporation will contain anti-takeover provisions that could adversely affect the rights of our stockholders.

 

Our Proposed Certificate of Incorporation will contain provisions to limit the ability of others to acquire control of the Post-Combination Company or cause it to engage in change-of-control transactions, including, among other things:

 

provisions that authorize its board of directors, without action by its stockholders, to issue additional shares of New Beginnings Common Stock and preferred stock with preferential rights determined by its board of directors;

 

provisions that permit only a majority of its board of directors, the chairperson of the board of directors or the chief executive officer to call stockholder meetings and therefore do not permit stockholders to call special meetings of the stockholders;

 

provisions generally eliminating stockholders’ ability to act by written consent; and

 

a staggered board whereby our directors are divided into three classes, with each class subject to retirement and re-election once every three years on a rotating basis.

 

These provisions could have the effect of depriving New Beginnings’ stockholders of an opportunity to sell their New Beginnings Common Stock at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. With its staggered board of directors, at least two annual or special meetings of stockholders will generally be required in order to effect a change in a majority of its directors. The Post-Combination Company’s staggered board of directors can discourage proxy contests for the election of its directors and purchases of substantial blocks of its shares by making it more difficult for a potential acquirer to gain control of its board of directors in a relatively short period of time.

 

Our Proposed Certificate of Incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

 

Our Proposed Certificate of Incorporation will require, to the fullest extent permitted by law, that, unless we consent in writing to the selection of an alternative forum, (i) derivative actions brought in our name, (ii) actions asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder of the Post-Combination Company, (iii) actions asserting a claim pursuant to the DGCL, the Proposed Certificate of Incorporation or the bylaws of the Post-Combination Company, or (iv)  actions asserting claims governed by the internal affairs doctrine, may be brought only in the Court of Chancery in the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware). Subject to the preceding sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, such forum selection provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

 

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The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

 

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Proposed Certificate of Incorporation will provide that the federal district courts of the United States of America will have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

 

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum provisions in our Proposed Certificate of Incorporation.

 

We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

 

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on New Beginnings’ or Airspan’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, which may adversely affect New Beginnings’ or Airspan’s or, if the Business Combination is completed but delayed, the Post-Combination Company’s business, financial position and results of operations. We cannot predict whether any such lawsuits will be filed.

 

The Post-Combination Company may be subject to securities litigation, which is expensive and could divert management attention.

 

Following the Business Combination, the Post-Combination Company’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. The Post-Combination Company may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the Post-Combination Company’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Post-Combination Company to significant liabilities.

 

Because we have no current plans to pay cash dividends on New Beginnings Common Stock for the foreseeable future, you may not receive any return on investment unless you sell New Beginnings Common Stock for a price greater than that which you paid for it.

 

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Post-Combination Company’s board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Post-Combination Company’s board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in New Beginnings Common Stock unless you sell New Beginnings Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

   

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The New Beginnings Warrants are accounted for as liabilities and the changes in value of the New Beginnings Warrants could have a material effect on New Beginnings’ financial results.

 

On April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement focused on certain accounting and reporting considerations related to warrants of a kind similar to those issued by the New Beginnings at the time of its initial public offering and the exercises by the underwriters of their over-allotment options in November 2020. In response to the SEC Staff Statement, New Beginnings reevaluated the accounting treatment of the Public Warrants and Placement Warrants, and determined to classify the New Beginnings Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

 

As a result, included on New Beginnings balance sheet as of December 31, 2020 contained elsewhere in this proxy statement/prospectus/consent solicitation statement are derivative liabilities related to embedded features contained within the New Beginnings Warrants. Accounting Standards Codification (“ASC”) 815-40 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of income. As a result of the recurring fair value measurement, New Beginnings’ financial statements and results of operations may fluctuate quarterly based on factors which are outside of its control. Due to the recurring fair value measurement, New Beginnings expects that it will recognize non-cash gains or losses on the New Beginnings Warrants each reporting period and that the amount of such gains or losses could be material.

 

New Beginnings is currently finalizing its accounting analysis of the Post-Combination Company Warrants, which will either be accounted for as components of equity or as derivative liabilities. If the Post-Combination Company Warrants are accounted for as derivative liabilities, under ASC 815-40, the fair value of the Post-Combination Company Warrants will be remeasured at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of income. The amount of those non-cash gains or losses could be material.

 

New Beginnings may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

 

Following the issuance of the SEC Staff Statement, New Beginnings’ audit committee concluded that it was appropriate to restate New Beginnings’ previously-issued financial statements as of December 31, 2020, for the year ended December 31, 2020, and the period from August 20, 2020 (date of inception) through September 30, 2020 (the “Restatement”). As part of the Restatement, New Beginnings identified a material weakness in its internal control over financial reporting.

 

As a result of such material weakness, the Restatement, the change in accounting for the New Beginnings Warrants and other matters raised or that may in the future be raised by the SEC, New Beginnings may face potential for litigation or other disputes, including, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in New Beginnings’ internal control over financial reporting and the preparation of New Beginnings’ financial statements. As of the date of this proxy statement/prospectus/consent solicitation statement, New Beginnings has no knowledge of any such litigation or dispute. However, New Beginnings can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on New Beginnings’ business, results of operations and financial condition or its ability to complete the Business Combination.

 

General Risk Factors

 

Airspan’s business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events, global pandemics and interruptions by man-made problems, such as terrorism. Material disruptions of Airspan’s business or information systems resulting from these events could adversely affect its operating results.

 

A significant natural disaster, such as an earthquake, fire, flood, hurricane or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, including the ongoing COVID-19 pandemic, could have an adverse effect on Airspan’s business and operating results. The ongoing COVID-19 pandemic may have the effect of heightening many of the other risks described in this “Risk Factors” section, such as the demand for Airspan’s products, its ability to achieve or maintain profitability and its ability to raise additional capital in the future. Natural disasters, acts of terrorism or war could cause disruptions in Airspan’s operations, Airspan’s or its customers’ or channel partners’ businesses, Airspan’s suppliers’ or the economy as a whole. Airspan also relies on information technology systems to communicate among its workforce and with third parties. Any disruption to Airspan’s communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect its business. To the extent that any such disruptions result in delays or cancellations of orders or impede its suppliers’ ability to timely deliver product components, or the deployment of its products, Airspan’s business, operating results and financial condition would be adversely affected.

 

Interruption or failure of Airspan’s information technology and communications systems could impact Airspan’s ability to effectively provide its products and services.

 

Airspan utilizes data connectivity to monitor performance and timely capture opportunities to enhance performance and functionality. The availability and effectiveness of Airspan’s services depend on the continued operation of information technology and communications systems. Airspan’s systems will be vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm Airspan’s systems. Airspan utilizes reputable third-party service providers or vendors, and these providers could also be vulnerable to harms similar to those that could damage Airspan’s systems, including sabotage and intentional acts of vandalism causing potential disruptions. Some of Airspan’s systems are not fully redundant, and Airspan’s disaster recovery planning cannot account for all eventualities. Any problems with Airspan’s third-party providers could result in lengthy interruptions in Airspan’s business. In addition, Airspan’s services and functionality are highly technical and complex technology which may contain errors or vulnerabilities that could result in interruptions in Airspan’s business or the failure of its systems.

 

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Airspan is subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software in its 4G and 5G products and customer data processed by Airspan or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent Airspan from effectively operating its business.

 

Airspan is at risk for interruptions, outages and breaches of: operational systems, including business, financial, accounting, product development, data processing or production processes, owned by Airspan or its third-party vendors or suppliers; facility security systems, owned by Airspan or its third-party vendors or suppliers; in-product technology owned by Airspan or its third-party vendors or suppliers; the integrated software in Airspan’s products; or customer data that Airspan processes or its third-party vendors or suppliers process on its behalf. Such cyber incidents could materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, drivers or others; jeopardize the security of Airspan’s facilities; or affect the performance of in-product technology and the integrated software in Airspan’s products. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although Airspan maintains information technology measures designed to protect itself against intellectual property theft, data breaches and other cyber incidents, such measures will require updates and improvements, and Airspan cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of Airspan’s data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect Airspan’s ability to manage its data and inventory, procure parts or supplies or produce, sell, deliver and service its products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Airspan cannot be sure that the systems upon which it relies, including those of its third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If Airspan does not successfully implement, maintain or expand these systems as planned, its operations may be disrupted, its ability to accurately and timely report its financial results could be impaired, and deficiencies may arise in its internal control over financial reporting, which may impact Airspan’s ability to certify its financial results. Moreover, Airspan’s proprietary information or intellectual property could be compromised or misappropriated and its reputation may be adversely affected. If these systems do not operate as Airspan expects them to, Airspan may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

 

A significant cyber incident could harm Airspan’s reputation, cause Airspan to breach its contracts with other parties or subject Airspan to regulatory actions or litigation, any of which could materially affect Airspan’s business, prospects, financial condition and operating results. In addition, Airspan’s insurance coverage for cyber-attacks may not be sufficient to cover all the losses it may experience as a result of a cyber-incident.

 

The requirements of being a public company may strain Airspan’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the proposed transaction may be greater than Airspan anticipates.

 

Airspan will incur significant costs associated with its public company corporate governance and reporting requirements. This may divert the attention of Airspan’s management from other business concerns, which could have a material adverse effect on its business, financial condition and results of operations.

 

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Following the consummation of the Business Combination, the Post-Combination Company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

 

Following the consummation of the Business Combination, the Post-Combination Company will face increased legal, accounting, administrative and other costs and expenses as a public company that Airspan does not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404 thereof, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the Post-Combination Company to carry out activities Airspan does not currently conduct. For example, the Post-Combination Company will adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), the Post-Combination Company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the Post-Combination Company’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the Post-Combination Company’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Post-Combination Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Post-Combination Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

 

Airspan has identified a material weakness in its internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of the Post-Combination Company’s consolidated financial statements or cause the Post-Combination Company to fail to meet our periodic reporting obligations.

 

As a private company, Airspan has not been required to document and test its internal controls over financial reporting, nor has management been required to certify the effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. Similarly, Airspan has not been subject to the SEC’s internal control reporting requirements. Following the Business Combination, Airspan will become subject to the requirement for management to certify the effectiveness of its internal controls and, in due course, the requirement with respect to auditor attestation on internal control effectiveness.

 

In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2020 and 2019, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination 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 on a timely basis.

 

The material weakness that we and our independent registered public accounting firm identified occurred because (i) we had inadequate processes and controls to ensure an appropriate level of precision related to our financial statement footnote disclosures, and (ii) we did not have sufficient resources with the adequate technical skills to meet the emerging needs of our financial reporting requirements.

 

Management, with oversight from the Audit Committee and Board of Directors is in the process of implementing a remediation plan for this material weakness, including, among other things, hiring additional accounting personnel and implementing process level and management review controls to ensure financial statement disclosures are complete and accurate and to identify and address emerging risks. We can give no assurance that our efforts will remediate this deficiency in internal control over financial reporting or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, may subject us to litigation and investigations, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us, cause a decline in the price of our common stock and limit our ability to access capital markets.

 

If the Post-Combination Company fails to maintain effective internal control over financial reporting, the price of the Post-Combination Company common stock may be adversely affected.

 

New Beginnings identified a material weakness in its internal control over financial reporting, the disclosure of which may have an adverse impact on the price of the New Beginnings Common Stock (please refer to “New Beginnings Management’s Discussion and Analysis of Financial Condition and Results of Operations—Evaluation of Disclosure Controls and Procedures” for further discussion). The Post-Combination Company will be required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect the Post-Combination Company’s public disclosures regarding its business, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in the Post-Combination Company’s internal control over financial reporting, or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in the Post-Combination Company’s internal control over financial reporting, or disclosure of management’s assessment of the Post-Combination Company’s internal control over financial reporting, may have an adverse impact on the price of the Post-Combination Company common stock.

 

The Post-Combination Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business, operating results and financial condition.

 

Airspan is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, the Post-Combination Company will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Airspan as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the Post-Combination Company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective or may result in a finding that there is a material weakness in the Post-Combination Company’s internal controls over financial reporting, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

 

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Post-Combination Company, its business, or its market, or if they change their recommendations regarding the Post-Combination Company’s securities adversely, the price and trading volume of the Post-Combination Company’s securities could decline.

 

The trading market for the Post-Combination Company’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Post-Combination Company, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on Airspan. If no securities or industry analysts commence coverage of the Post-Combination Company, the Post-Combination Company’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Post-Combination Company change their recommendation regarding the Post-Combination Company’s shares of common stock adversely, or provide more favorable relative recommendations about the Post-Combination Company’s competitors, the price of the Post-Combination Company’s shares of common stock would likely decline. If any analyst who may cover the Post-Combination Company were to cease coverage of the Post-Combination Company or fail to regularly publish reports on it, the Post-Combination Company could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

Introduction

 

New Beginnings is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of Airspan becoming a wholly-owned subsidiary of New Beginnings as a result of Merger Sub, a wholly-owned subsidiary of New Beginnings, merging with and into Airspan, and Airspan surviving the merger as a wholly-owned subsidiary of New Beginnings. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). New Beginnings has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

 

New Beginnings is a blank check company that was incorporated in Delaware on August 20, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

On November 3, 2020, New Beginnings consummated its IPO of 10,000,000 New Beginnings Units at an offering price of $10.00 per unit, with each New Beginnings Unit consisting of one share of New Beginnings Common Stock and one New Beginnings Warrant, resulting in gross proceeds of $100.0 million (before underwriting discounts and commissions and offering expenses).

 

Prior to the consummation of the IPO, the Sponsor subscribed for 2,156,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.012 per share. On October 20, 2020, New Beginnings effected a stock dividend resulting in the Sponsor holding an aggregate of 2,875,000 Founder Shares, representing an adjusted purchase price of approximately $0.009 per share. Simultaneously with the consummation of the IPO, New Beginnings sold 500,000 Placement Units in a private placement transaction at a purchase price of $10.00 per unit to the Sponsor. As a result of this transaction and after giving effect to the exercise of the underwriters’ over-allotment option discussed below, New Beginnings sold a total of 545,000 Placement Units to the Sponsor, resulting in gross proceeds to New Beginnings of approximately $5,450,000. Each Placement Unit sold in the private placement is identical to the New Beginnings Units sold in the IPO, except that the New Beginnings Warrants included in the Placement Units: (i) are not redeemable by New Beginnings and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees.

 

On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase 1,000,000 additional New Beginnings Units, and on November 12, 2020, the underwriters fully exercised the over-allotment option to purchase an additional 500,000 New Beginnings Units, generating an aggregate of gross proceeds of $15,000,000.

 

Airspan is a U.S.-based 5G end-to-end, 4G, Open RAN and fixed wireless access hardware and software provider with a product portfolio spanning 150 patents granted and 94 patents pending.

 

Airspan’s predecessor, Airspan Communications Corporation, was incorporated as a Delaware corporation on January 30, 1998. Airspan Networks Inc. was incorporated in 1999 as a Washington corporation and at that time acquired Airspan Communications Corporation by merger.  In August 2010, Airspan reincorporated in Delaware.  

 

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 assumes that the Business Combination occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2020.

 

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The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Post-Combination Company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Post-Combination Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

The historical financial information of New Beginnings was derived from the audited financial statements of New Beginnings as of December 31, 2020 and for the period from August 20, 2020 (inception) to December 31, 2020 (as restated), included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Airspan was derived from the audited financial statements of Airspan as of and for year ended December 31, 2020, included elsewhere in this proxy statement/prospectus/consent solicitation statement. This information should be read together with New Beginnings’ and Airspan’s audited financial statements and related notes, the sections titled “New Beginnings Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Airspan Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although New Beginnings will acquire all of the outstanding equity interests of Airspan in the Business Combination, New Beginnings will be treated as the “acquired” company and Airspan will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Airspan issuing stock for the net assets of New Beginnings, accompanied by a recapitalization. The net assets of New Beginnings will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Airspan.

 

Airspan has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

 

Airspan’s existing stockholders will have the greatest voting interest in the Post-Combination Company;

 

directors designated by Airspan will initially represent seven of the eight board seats for the Post-Combination Board;

 

Airspan’s existing stockholders will have the ability to control decisions regarding election and removal of directors and officers of the Post-Combination Company;

 

Airspan will comprise the ongoing operations of the Post-Combination Company;

 

Airspan’s relevant measures, such as assets, revenues, cash flows and earnings, are higher than New Beginnings’;

 

Airspan’s existing senior management will be the senior management of the Post-Combination Company; and

 

the Post-Combination Company will assume a substantially similar name to Airspan and Airspan’s headquarters.

 

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of New Beginnings Common Stock:

 

Assuming No Redemptions: This presentation assumes that no Public Stockholders of New Beginnings exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

 

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Assuming Maximum Redemptions: This presentation assumes that stockholders holding 5,559,406 shares of New Beginnings Common Stock will exercise their redemption rights for their pro rata share (approximately $10.10 per share) of the funds in the Trust Account. The Business Combination Agreement provides that consummating the Business Combination is conditioned on New Beginnings having a minimum of $135 million of cash on hand (which is inclusive of any PIPE financing) whether in or outside the Trust Account after giving effect to New Beginnings share redemptions. As New Beginnings has received signed subscriptions for PIPE financing of $75 million, the maximum redemption scenario assumes all shares of New Beginnings Common Stock held by the Public Stockholders, except those required to retain $60 million in the Trust Account, will be redeemed. This scenario gives effect to Public Share redemptions of 5,559,406 shares of New Beginnings Common Stock for aggregate redemption payments of $56.2 million using a per share redemption price of approximately $10.10 per share (due to investment related gains in the Trust Account), along with the balance in the Trust Account, and shares outstanding and subject to redemption.

  

Description of the Business Combination

 

Consideration

 

The aggregate consideration for the Business Combination will be payable in the form of cash, shares of Post-Combination Company common stock, Post-Combination Company Warrants, restricted shares of Post-Combination Company common stock, restricted stock units underlying Post-Combination Company common stock and options to purchase Post-Combination Company common stock.

 

Common stock, restricted stock, warrants and stock options at Closing(1)   77,250,000 
Post-Combination Company Warrants   (9,000,000)
Exchanged Options   (7,135,353)
Management Incentive Plan RSUs   (1,750,000)
Shares of common stock transferred at Closing   59,364,647 
Value per share(2)  $10.00 
Total share consideration  $593,646,470 
Total cash consideration  $17,500,000 

 

 

(1)The number in the table above includes approximately 17,885,353 shares of Post-Combination Company common stock underlying Post-Combination Company Warrants, MIP RSUs and Exchanged Options that do not represent legally outstanding shares of Post-Combination Company common stock at Closing.
(2)Share consideration is calculated using a $10.00 reference price. Actual total share consideration will be dependent on the value of Post-Combination common stock at Closing.

 

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Ownership

 

The following summarizes the pro forma Post-Combination Company common stock outstanding under the two redemption scenarios:

 

   Assuming No
Redemptions
(Shares)
   %   Assuming
Maximum
Redemptions
(Shares)
   % 
Airspan Capital Stock   77,250,000         77,250,000      
Post-Combination Company Warrants   (9,000,000)        (9,000,000)     
Exchanged Options   (7,135,353)        (7,135,353)     
Management Incentive Plan RSUs   (1,750,000)        (1,750,000)     
Airspan –shares of common stock transferred at Closing(1)   59,364,647    72.7%   59,364,647    78.0%
New Beginnings existing shares   11,500,000    14.1%   5,940,594    7.8%
Shares held by Sponsor and independent directors of New Beginnings   3,295,000    4.0%   3,295,000    4.3%
PIPE   7,500,000    9.2%   7,500,000    9.9%
Pro Forma common stock outstanding at December 31, 2020   81,659,647    100%   76,100,241    100%

 

 

(1)The number of outstanding shares in the table above excludes approximately 17,885,353 shares of Post-Combination Company common stock underlying Post-Combination Company Warrants, MIP RSUs and Exchanged Options that do not represent legally outstanding shares of Post-Combination Company common stock at Closing.

 

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are based on the historical financial statements of New Beginnings (as restated) and Airspan. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2020

(in thousands)

  

       Assuming No Redemptions   Assuming Maximum Redemptions 
   As of December 31, 2020      As of
December 31,
2020
      As of
December 31,
2020
 
   Airspan
(Historical)
   New Beginnings
(Historical
, as restated)
   Transaction Accounting
Adjustments
   Pro Forma
Combined
   Transaction Accounting
Adjustments
   Pro Forma
Combined
 
ASSETS                              
Cash and cash equivalents  $18,196   $1,184   $75,000(A)  $166,452   $(56,150)(H)  $110,302 
              116,163(B)               
              (4,121)(C)               
              (22,470)(F)               
              (17,500)(G)               
Restricted cash   422            422        422 
Accounts receivable   71,621            71,621        71,621 
Inventory   12,019            12,019        12,019 
Prepaid expenses and other current assets   7,602    315        7,917        7,917 
Total current assets   109,860    1,499    147,072    258,431    (56,150)   202,281 
Marketable securities held in Trust Account       116,162    (116,162)(B)            
Property, plant and equipment, net   4,833            4,833        4,833 
Goodwill   13,641            13,641        13,641 
Intangible assets, net   7,629            7,629        7,629 
Right-to-use lease assets, net   7,882            7,882        7,882 
Other non-current assets   3,837            3,837        3,837 
TOTAL ASSETS  $147,682   $117,662   $30,909   $296,253   $(56,150)  $240,103 
                               
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)                              
Accounts payable   36,849    96    (96)(C)   36,849        36,849 
Deferred revenue   7,521            7,521        7,521 
Other accrued expenses   22,538            22,538        22,538 
                               
Subordinated debt   10,065            10,065        10,065 
Current portion of long-term debt   298            298        298 
Total current liabilities   77,271    96    (96)   77,271        77,271 
Warrant liability`       12,372        12,372        12,372 
Deferred underwriting discount       4,025    (4,025)(C)            
Long-term debt   2,087            2,087        2,087 
Subordinated term loan, long-term   34,756            34,756        34,756 
Senior term loan, long-term   36,834            36,834        36,834 
Other long-term liabilities   17,147        (7,632)(E)   9,515        9,515 
Total liabilities   168,095    16,493    (11,753)   172,835        172,835 
                               
Mezzanine equity                              
Convertible preferred stock   363,481        (363,481)(E)            
Common stock subject to possible redemption       96,169    (96,169)(D)            
Stockholders’ equity (deficit)                              
Common stock       1    1(A)   8    (1)(H)   8 
              6(E)               
              1(D)               
Additional paid-in capital   311,431    907    74,999(A)   836,235    (56,149)(H)   780,086 
              96,168(D)               
              371,107(E)               
              (22,470)(F)               
              4,092(I)