As filed with the Securities and Exchange Commission on June 21, 2021

Registration Statement No. 333-256137

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1

to

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

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

800 1^st 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 1^st 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:

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.

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) ☐

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 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 JUNE 21, 2021

NEW BEGINNINGS ACQUISITION CORP.

800 1st Street

Unit 1

Miami Beach, FL 33139

Up to 77,250,000 shares of common stock

9,000,000 warrants to purchase one share of common stock per warrant

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 sections of the accompanying proxy statement/prospectus/consent solicitation statement entitled “The Business Combination,” “The Business Combination Agreement — Conversion of Securities,” and “Unaudited Condensed Combined Pro Forma Financial Information” 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 March 31, 2021, 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 42 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.

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 1^st 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 https://www.cstproxy.com/nbaspac/sm2021, 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 +1 (877) 770-3647 (toll-free within the U.S. and Canada) or +1 (312) 780-0854 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 54720836#, 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:

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 https://www.cstproxy.com/nbaspac/sm2021 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.

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 278 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 87 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.

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

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. 333-256137) (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.

“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.

“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.

“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. 333-256137) 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).

“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.

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

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,” “The Business Combination Agreement — Conversion of Securities” 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.

The Merger will constitute a “Liquidation” under Airspan’s amended and restated certificate of incorporation (the “Airspan Charter”). Accordingly, the number of shares of New Beginnings Common Stock and Post-Combination Company Warrants that each Airspan Stockholder will receive at the Closing of the Merger will be calculated in accordance with the Liquidation provisions set forth in the Airspan Charter. See “Comparison of Airspan Stockholders’ Rights—Comparison of Stockholders’ Rights—Liquidation” for a description of those Liquidation provisions. Not less than five business days prior to the Effective Time, Airspan will deliver to New Beginnings the Payment Spreadsheet, setting forth, among other things, (i) the number of shares of New Beginnings Common Stock, Post-Combination Company $12.50 Warrants, Post-Combination Company $15.00 Warrants and Post-Combination Company $17.50 Warrants payable to each holder of Airspan Capital Stock in the Merger (provided that this will be provided on an aggregate basis with respect to holders of Airspan Common Stock), (ii) the number of Exchanged Options to be held by each holder of Airspan Options as a result of the Merger, (iii) the number of restricted stock units with respect to shares of New Beginnings Common Stock to be issued to each MIP Participant and (iv) the number of shares of New Beginnings Common Stock that will be available for future awards under the 2021 Plan as a result of the assumption of the unused reserve for unissued options and awards under the 2009 Plan. As promptly as practicable following Airspan’s delivery of the Payment Spreadsheet, the parties will work together in good faith to finalize the calculations set forth in the Payment Spreadsheet, in accordance with the Business Combination Agreement and the Liquidation provisions set forth in the Airspan Charter, based on Airspan’s capitalization as of immediately prior to the Effective Time. 

The following table provides the number of shares of New Beginnings Common Stock and Post-Combination Company Warrants each holder would receive at the Closing of the Merger in exchange for one share of the applicable class or series of Airspan Capital Stock (or warrant exercisable for Airspan Capital Stock) set forth in the table based on Airspan’s capitalization as of June 15, 2021. The unused reserve for unissued options and awards under the 2009 Plan is expected to result in an additional 893,549 shares of New Beginnings Common Stock being available for granting awards under the 2021 Plan.

If Airspan were to issue additional shares of Airspan Capital Stock or additional warrants to purchase shares of Airspan Capital Stock, or repurchase or redeem shares of Airspan Capital Stock or warrants to purchase shares of Airspan Capital Stock, prior to Closing, the actual number of shares of New Beginnings Common Stock and Post-Combination Company Warrants issuable per share of the applicable class or series of Airspan Capital Stock (or warrant exercisable for Airspan Capital Stock) would differ as a result of the calculations set forth in the Liquidation provisions of the Airspan Charter. Airspan does not currently anticipate issuing any additional shares of Airspan Capital Stock or warrants to purchase shares of Airspan Capital Stock, repurchasing or redeeming any shares of Airspan Capital Stock or warrants to purchase shares of Airspan Capital Stock or making any other changes in its capitalization prior to Closing. See “The Business Combination Agreement — Conversion of Securities” for further information.

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.

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).

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.

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 waiver entered into in connection with the IPO for which the Sponsor received no additional consideration). 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;

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.”

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.

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.”

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 (such waiver entered into in connection with the IPO for which the Sponsor received no additional consideration).

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.

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

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.”

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.

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, 30^th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Questions and Answers About Airspan’s Consent Solicitation

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.

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.”

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 March 31, 2021, Airspan had an accumulated deficit of $708.9 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.

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.

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.

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.

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.

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:

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:

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.

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 March 31, 2021, Airspan had approximately $97.0 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.

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.

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.

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.

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.

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.”

Risks Related to New Beginnings and the Business Combination

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:

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.

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:

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.

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 March 31, 2021, 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.

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.

The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares in the event we complete an initial business combination. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of the Post-Combination Company’s common stock to materially decline.

The Sponsor invested an aggregate of $5,475,000 in us, comprised of the $25,000 purchase price for the Founder Shares and the $5,450,000 purchase price for the Placement Units. The amount held in our Trust Account was $116,179,246 as of March 31, 2021, implying a value of $10.10 per Public Share.

The following table shows the Public Stockholders’ and our initial stockholders’ (including the Sponsor’s) investment per share and how these compare to the implied value of one share of Post-Combination Company common stock upon the completion of our initial business combination. The following table assumes that (i) our valuation is $116,179,246 (which is the amount we held in our Trust Account as of March 31, 2021), (ii) no additional interest is earned on the funds held in the Trust Account, (iii) no Public Shares are redeemed in connection with our initial business combination and (iv) all Founder Shares are held by the Sponsor and independent directors upon completion of our initial business combination, and does not take into account other potential impacts on our valuation at the time of the initial business combination such as (a) the value of our Public Warrants and Placement Warrants contained within the Placement Units, (b) the trading price of our common stock, (c) the initial business combination transaction costs (including payment of $4,025,000 of deferred underwriting commissions), (d) any equity issued or cash paid to the Airspan Stockholders, (e) any equity issued to other third party investors, or (f) Airspan’s business itself.

Based on these assumptions, each share of Post-Combination Company common stock would have an implied value of $8.08 per share upon completion of our initial business combination, representing a 19% decrease from the initial implied value of $10.00 per Public Share. While the implied value of $8.08 per share upon completion of our initial business combination would represent a dilution to our Public Stockholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each Founder Share. At $8.08 per share, the 2,875,000 shares of Post-Combination Company common stock that the Sponsor and our independent directors holding Founder Shares would own upon completion of our initial business combination would have an aggregate implied value of $23,230,000. As a result, even if the trading price of the Post-Combination Company common stock significantly declines, the value of the Founder Shares held by the Sponsor and independent directors will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the Placement Units, even if the trading price of the Post-Combination Company common stock after the initial business combination is as low as $1.91 per share. As a result, the Sponsor and independent directors holding Founder Shares are likely to earn a substantial profit on their investment in us upon disposition of shares of Post-Combination Company common stock even if the trading price of the Post-Combination Company common stock declines after we complete our initial business combination. The Sponsor and independent directors holding Founder Shares may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the Public Stockholders, rather than liquidating New Beginnings.  This dilution would increase to the extent that Public Stockholders seek redemptions from the Trust Account for their Public Shares.

Public Stockholders who redeem their shares of New Beginnings Common Stock may continue to hold any Public Warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the Public Warrants.

Public Stockholders who redeem their shares of New Beginnings Common Stock may continue to hold any Public Warrants they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Public Warrants. Assuming (i) all redeeming Public Stockholders acquired Public Units in the IPO and continue to hold the Public Warrants that were included in the Public Units, and (ii) maximum redemption of the shares of New Beginnings Common Stock held by the redeeming Public Stockholders, 5,559,406 Public Warrants would be retained by redeeming Public Stockholders with a value of $               , based on the market price of $            of the Public Warrants as of          , 2021. As a result, the redeeming Public Stockholders would recoup their entire investment and continue to hold Public Warrants with an aggregate market value of $          , while non-redeeming Public Stockholders would suffer additional dilution in their percentage ownership and voting interest of the Post-Combination Company upon exercise of the Public Warrants held by redeeming Public Stockholders.

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:

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 waiver entered into in connection with the IPO for which the Sponsor received no additional consideration). 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;

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.

There are risks to our stockholders who are not affiliates of the Sponsor of becoming stockholders of the Post-Combination Company through the Business Combination rather than acquiring securities of Airspan directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.