Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-256137

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 August 11, 2021, at 11:00 a.m., 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 45 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 July 23, 2021 and is first being mailed to the stockholders of New Beginnings on or about July 26, 2021.

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

NEW BEGINNINGS ACQUISITION CORP.

800 1st Street
Unit 1
Miami Beach, FL 33139

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON August 11, 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 August 11, 2021, at 11:00 a.m., 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:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The board of directors of New Beginnings has fixed the close of business on July 12, 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 July 20, 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 287 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 95 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 August 10, 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 Airspan Options that are outstanding immediately prior to the Effective Time, whether vested or unvested, that are converted at the Closing into options to purchase shares of New Beginnings Common Stock.

“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

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

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

Upon the Closing, each share of Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock issued and outstanding immediately prior to the Closing (excluding Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock) will automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet (as defined below), the number of shares of New Beginnings Common Stock and New Beginnings Warrants set forth in the Payment Spreadsheet. See “Summary of the proxy statement/prospectus/consent solicitation statement — Ownership of the Post-Combination Company After the Closing,” “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.

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

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

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

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

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

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

•        The Stock Incentive Plan Proposal — a proposal to approve and adopt the stock incentive plan established to be effective after the Closing of the Business Combination.

•        The NYSE American Proposal — a proposal to issue New Beginnings Common Stock pursuant to the Business Combination Agreement and to the investors in the PIPE.

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

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

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

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

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

Q.     What will Airspan Stockholders receive in the Merger?

A.     The aggregate number of shares of New Beginnings Common Stock that will be (i) issued to Airspan Stockholders (including holders of Airspan Preferred Stock pursuant to the Net Exercise and holders of Airspan Restricted Stock) in the Merger, (ii) issuable upon the exercise of Exchanged Options issued upon the conversion of Airspan Options as a result of the Merger, (iii) issuable upon the settlement of restricted stock units with respect to shares of New Beginnings Common Stock issued to MIP Participants in connection with the Merger and (iv) available for future awards under the Airspan Networks Holdings Inc. 2021 Stock Incentive Plan (the “2021 Plan) as a result of the assumption of the unused reserve for unissued options and awards under the Airspan Networks Inc. 2009 Omnibus Equity Plan, as amended (the “2009 Plan”), as a result of the Merger, will equal 68,250,000 shares. In addition, the aggregate number of shares of New Beginnings Common Stock to be represented by restricted stock units to be issued to MIP Participants in connection with the Merger is set at 1,750,000 in the Business Combination Agreement and is not subject to change.

In the Merger, Airspan Stockholders (including holders of Airspan Preferred Stock pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding any holder of Airspan restricted Class B Common Stock that is not Airspan Accelerated Restricted Stock) will also receive an aggregate of 3,000,000 Post-Combination Company $12.50 Warrants, an aggregate of 3,000,000 Post-Combination Company $15.00 Warrants and an aggregate of 3,000,000 Post-Combination Company $17.50 Warrants. The aggregate number of Post-Combination Company $12.50 Warrants, Post-Combination Company $15.00 Warrants and Post-Combination Company $17.50 Warrants to be issued to Airspan Stockholders in the Merger is set forth in the Business Combination Agreement and is not subject to change.

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 (i) the calculation of the Aggregate Stock Consideration, which finalization of the Aggregate Stock Consideration will consist solely of dividing the Company Value (as defined in the Business Combination Agreement as a fixed amount of $682,500,000) by $10.00 per share, (ii) the allocation of the Aggregate Stock Consideration, the MIP Consideration and the New Parent Warrants among the Airspan Stockholders and MIP Participants, as applicable (which allocation will be in accordance with the provisions of 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), (iii) the portion of the Aggregate Stock Consideration available for future awards under the 2021 Plan following the Effective Time, and (iv) the information with respect to the exchange of Company Options into Exchanged Options and Company Restricted Stock into Exchanged Restricted Stock, in each case as set forth in the Payment Spreadsheet. Section 3.01 of the Business Combination Agreement, which provides that “As promptly as practicable following the Company’s delivery of the Payment Schedule, the parties shall work together in good faith to finalize the calculation of the Aggregate Stock Consideration and the Payment Spreadsheet,” refers solely to the finalization of (i) the calculation of the Aggregate Stock Consideration, (ii) the allocation of the Aggregate Stock Consideration, the MIP Consideration and the New Parent Warrants among the Airspan Stockholders and MIP Participants, as applicable, (iii) the portion of the Aggregate Stock Consideration available for future awards under the 2021 Plan following the Effective Time, and (iv) information regarding the exchange of Company Options into Exchanged Options and Company Restricted Stock into Exchanged Restricted Stock, each as described in the preceding sentence.

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 July 12, 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.

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(1)      Each Airspan Option to purchase shares of Airspan Common Stock would be converted into an Exchanged Option to purchase 5.7683 shares of New Beginnings Common Stock as a result of the Merger. Holders of Airspan Options to purchase shares of Airspan Common Stock would not receive any Post-Combination Company Warrants in connection with that conversion.

(2)      Notwithstanding anything in the above table to the contrary, holders of restricted Airspan Common Stock will not receive any Post-Combination Company Warrants at the Closing of the Merger in exchange for their shares of restricted Airspan Common Stock.

(3)      Each Airspan Option to purchase shares of Airspan Class B Common Stock would be converted into an Exchanged Option to purchase 2.8804 shares of New Beginnings Common Stock as a result of the Merger. Holders of Airspan Options to purchase shares of Airspan Class B Common Stock would not receive any Post-Combination Company Warrants in connection with that conversion.

(4)      Notwithstanding anything in the above table to the contrary, holders of restricted Airspan Class B Common Stock that is not Accelerated Airspan Restricted Stock will not receive any Post-Combination Company Warrants at the Closing of the Merger in exchange for their shares of restricted Airspan Common Stock.

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.

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

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

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

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

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

Q.     Who is Airspan?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A.     New Beginnings’ stockholders are entitled to one vote at the special meeting for each share of New Beginnings Common Stock held of record as of the record date. As of the close of business on the record date, there were 14,375,000 outstanding shares of New Beginnings Common Stock.

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

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

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

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

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

all of which shares and warrants would become worthless if New Beginnings does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares (such 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 $39.2 million and $0.6 million, respectively, based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date;

•        the beneficial ownership of Dean Walsh, Mr. Garrett and Mr. Del Rio of 18,000 Founder Shares each, initially purchased from the Sponsor for an aggregate price of $486, all of which Founder Shares would become worthless if New Beginnings does not complete a business combination within the applicable time period, as these individuals have waived any right to redemption with respect to these shares (such waiver entered into in connection with the IPO for which such individuals received no additional consideration). Such shares have a market value of approximately $0.2 million, based on the closing price of New Beginnings Common Stock of $10.02 on the NYSE American on July 21, 2021, the most recent practicable date;

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

•        Mr. Galbut and Mr. Liebowitz made investments in the equity of the Sponsor in the amount of $1,412,188 each, which gives each of Mr. Galbut and Mr. Liebowitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $8.8 million and $156,800, respectively, in each case based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date;

•        Mr. Del Rio made an investment in the equity of the Sponsor in the amount of $417,406, which gives Mr. Del Rio an economic interest in the Sponsor equivalent to an additional 261,932 shares of New Beginnings Common Stock and 41,741 New Beginnings Warrants, which would have a market value of approximately $2.6 million and $46,700, respectively, in each case based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date; and

•        Mr. Weitz made an investment in the equity of the Sponsor in the amount of $1,399,688, which gives Mr. Weitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $8.8 million and $156,800, respectively, in each case based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date;

•        New Beginnings’ board of directors are entitled to reimbursement for all out-of-pocket expenses incurred by them on New Beginnings’ behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; such out-of-pocket expenses are not expected to exceed $10,000;

•        the Sponsor and New Beginnings’ officers, directors or their affiliates have made, and may make additional, working capital loans prior to the Closing of the Business Combination, up to $1,500,000 of which are convertible into units at a price of $10.00 per unit at the option of the lender, which may not be repaid if the Business Combination is not completed; the 150,000 shares of New Beginnings Common Stock and Placement Warrants underlying such units would have an aggregate market value of approximately $1.5 million and $168,000, respectively based on the last sale price of $10.02 and $1.12 of the New Beginnings Common Stock and Public Warrants, respectively, on the NYSE American on July 21, 2021. As of July 20, 2021, no such working capital loans were outstanding;

•        the anticipated continuation of Michael S. Liebowitz, New Beginnings’ Chief Executive Officer and a director, as a director of the Post-Combination Company following the Closing, for which he may be entitled to compensation in an amount currently expected to be $50,000 or less annually; and

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

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

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

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

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

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

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you have the right to demand that New Beginnings redeem your Public Shares in exchange for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand redemption of the Public Shares as “redemption rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and each of New Beginnings’ officers and directors have agreed to waive their redemption rights with respect to their Founder Shares, Private Shares and any Public Shares that they may have acquired during or after the IPO, in connection with the completion of New Beginnings’ initial business combination (such waiver entered into in connection with the IPO for which the Sponsor and New Beginnings’ officers and directors received no additional consideration). These shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on March 31, 2021, the estimated per share redemption price would have been approximately $10.10. This is greater than the $10.00 IPO price of New Beginnings Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest will be net of taxes payable by New Beginnings), in connection with the liquidation of the Trust Account.

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

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

Q.     How do I exercise my redemption rights?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     What do I need to do now?

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

Q.     How do I vote?

A.     If you were a holder of record of New Beginnings Common Stock on July 12, 2021, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person via the virtual meeting platform at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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 5:00 p.m. Eastern Time on August 10, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of the record date for the special meeting, 7,187,501 shares of New Beginnings Common Stock would be required to achieve a quorum.

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

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

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

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

A.     New Beginnings will pay the cost of soliciting proxies for the special meeting. New Beginnings has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. New Beginnings has agreed to pay Morrow Sodali LLC a fee of $27,500. New Beginnings will reimburse Morrow Sodali LLC for

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

Q.     Who can help answer my questions?

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

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

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

Email: NBA.info@investor.morrowsodali.com

You may also contact New Beginnings at:

New Beginnings Acquisition Corp.
800 1st Street

Unit 1

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

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

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

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

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

Questions and Answers About Airspan’s Consent Solicitation

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

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

Q.     What am I being asked to approve?

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

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

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

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

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

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

A.     The record date for determining the holders of Airspan Voting Capital Stock entitled to execute and deliver written consents with respect to the Airspan Business Combination Proposal is July 20, 2021 (the “Airspan Record Date”). Holders of Airspan Voting Capital Stock as of the close of business on the Airspan Record Date will be entitled to give or withhold a consent with respect to the Airspan Business Combination Proposal using the written consent furnished with this proxy statement/prospectus/consent solicitation statement.

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

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

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

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

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

Q.     How can I return my written consent?

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

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

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

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

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

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

A.     The Airspan Board of Directors has set 5:00 p.m., New York time, on August 10, 2021 as the deadline for receipt of written consents from Airspan Stockholders. Airspan reserves the right to extend the final date for receipt of written consents beyond such date (such consent deadline, as may be extended by Airspan, the “Airspan Consent Deadline”). Any such extension may be made without notice to Airspan Stockholders.

Q.     Can I change or revoke my written consent?

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

Q.     What do I need to do now?

A.     Airspan urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as an Airspan Stockholder. Once the Registration Statement of which this proxy statement/prospectus/consent solicitation statement forms a part has been declared effective by the SEC, Airspan will solicit your written consent. The Airspan Board of Directors unanimously recommends

that all holders of Airspan Voting Capital Stock approve and adopt the Airspan Business Combination Proposal by executing and returning to Airspan the written consent furnished with this proxy statement/prospectus/consent solicitation statement as soon as possible and no later than the Airspan Consent Deadline.

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

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

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

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

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

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

Q.     Who can help answer my questions?

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

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

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

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.”

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

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

Parties to the Business Combination

New Beginnings

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

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

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

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

Airspan

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

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

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

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

The Business Combination

The Business Combination Agreement

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

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

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

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

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

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

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

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

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

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

Not less than five business days prior to the Effective Time, Airspan will deliver to New Beginnings a schedule (the “Payment Spreadsheet”) setting forth (i) Airspan’s good faith calculation of Aggregate Stock Consideration, (ii) the allocation of MIP Aggregate Cash Consideration and MIP RSUs among the MIP Participants, (iii) the portion of Aggregate Stock Consideration payable to each holder of Airspan Capital Stock (including each holder of Airspan Preferred Stock pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding any holder of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock), provided that this will be provided on an aggregate basis with respect to the holders of Airspan Common Stock, (iv) the portion of the Aggregate Stock Consideration that can be purchased under the Exchanged Options, (v) the portion of the Aggregate Stock Consideration subject to the Exchanged Restricted Stock, (vi) the portion of the Aggregate Stock Consideration available for future awards under the Airspan Equity Plan following the Effective Time and (vii) the allocation of the Post-Combination Company Warrants among the holders of the Airspan Capital Stock (including holders of Airspan Preferred Stock issued pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding holders of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock). As promptly as practicable following Airspan’s delivery of the Payment Spreadsheet, the parties will work together in good faith to finalize (i) the calculation of the Aggregate Stock Consideration, which finalization of the Aggregate Stock Consideration will consist solely of dividing the Company Value (as defined in the Business Combination Agreement as a fixed amount of $682,500,000) by $10.00 per share, (ii) the allocation of the Aggregate Stock Consideration, the MIP Consideration and the New Parent Warrants among the Airspan Stockholders and MIP Participants, as applicable (which allocation will be in accordance with the provisions of 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), (iii) the portion of the Aggregate Stock Consideration available for future awards under the 2021 Plan following the Effective Time, and (iv) the information with respect to the exchange of Company Options into Exchanged Options and Company Restricted Stock into Exchanged Restricted Stock, in each case as set forth in the Payment Spreadsheet. Section 3.01 of the Business Combination Agreement, which provides that “As promptly as practicable following the Company’s delivery of the Payment Schedule, the parties shall work together in good faith to finalize the calculation of the Aggregate Stock Consideration and the Payment Spreadsheet,” refers solely to the finalization of (i) the calculation of the Aggregate Stock Consideration, (ii) the allocation of the Aggregate Stock Consideration, the MIP Consideration and the New Parent Warrants among the Airspan Stockholders and MIP Participants, as applicable, (iii) the portion of the Aggregate Stock Consideration available for future awards under the 2021 Plan following the Effective Time, and (iv) information regarding the exchange of Company Options into Exchanged Options and Company Restricted Stock into Exchanged Restricted Stock, each as described in the preceding sentence. The allocation of the Aggregate Stock Consideration, the MIP Consideration and the Post-Combination Company Warrants and the information with respect to the exchange of Airspan Options into Exchanged Options and Airspan Restricted Stock into Exchanged Restricted Stock set forth in the Payment Spreadsheet will, to the fullest extent permitted by applicable law, be final and binding on all parties and will be used by New Beginnings and Merger Sub for purposes of issuing the Merger Consideration to the holders of Airspan Capital Stock (including holders of Airspan Preferred Stock issued pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding holders of Airspan Restricted Stock that is not Airspan Accelerated Restricted Stock), and paying the MIP Consideration to the MIP Participants, and conversion of the Airspan Options into the Exchanged Options and the Airspan Restricted Stock into Exchanged Restricted Stock absent manifest error.

The aggregate number of shares of New Beginnings Common Stock that will be (i) issued to Airspan Stockholders (including holders of Airspan Preferred Stock pursuant to the Net Exercise and holders of Airspan Restricted Stock) in the Merger, (ii) issuable upon the exercise of Exchanged Options issued upon the conversion of Airspan Options as a result of the Merger, (iii) issuable upon the settlement of MIP RSUs issued to MIP Participants in connection with the Merger and (iv) 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 a result of the Merger, will equal 68,250,000 shares.

In the Merger, Airspan Stockholders (including holders of Airspan Preferred Stock pursuant to the Net Exercise and holders of Airspan Accelerated Restricted Stock, but excluding any holder of Airspan restricted Class B Common Stock that is not Airspan Accelerated Restricted Stock) will also receive an aggregate of 3,000,000 Post-Combination Company $12.50 Warrants, an aggregate of 3,000,000 Post-Combination Company $15.00 Warrants and an aggregate of 3,000,000 Post-Combination Company $17.50 Warrants. The aggregate number of Post-Combination Company $12.50 Warrants, Post-Combination Company $15.00 Warrants and Post-Combination Company $17.50 Warrants to be issued to Airspan Stockholders in the Merger is set forth in the Business Combination Agreement and is not subject to change.

The Merger will constitute a “Liquidation” under 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.

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 July 12, 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.

____________

(1)      Each Airspan Option to purchase shares of Airspan Common Stock would be converted into an Exchanged Option to purchase 5.7683 shares of New Beginnings Common Stock as a result of the Merger. Holders of Airspan Options to purchase shares of Airspan Common Stock would not receive any Post-Combination Company Warrants in connection with that conversion.

(2)      Notwithstanding anything in the above table to the contrary, holders of restricted Airspan Common Stock will not receive any Post-Combination Company Warrants at the Closing of the Merger in exchange for their shares of restricted Airspan Common Stock.

(3)      Each Airspan Option to purchase shares of Airspan Class B Common Stock would be converted into an Exchanged Option to purchase 2.8804 shares of New Beginnings Common Stock as a result of the Merger. Holders of Airspan Options to purchase shares of Airspan Class B Common Stock would not receive any Post-Combination Company Warrants in connection with that conversion.

(4)      Notwithstanding anything in the above table to the contrary, holders of restricted Airspan Class B Common Stock that is not Accelerated Airspan Restricted Stock will not receive any Post-Combination Company Warrants at the Closing of the Merger in exchange for their shares of restricted Airspan Common Stock.

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.

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

Conditions to Closing

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

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

Termination

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

•        by mutual written consent of New Beginnings and Airspan;

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

•        by Airspan if (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of New Beginnings or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of New Beginnings or Merger Sub has become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “The Business Combination — Conditions to Closing — Airspan” would not be satisfied (a “Terminating New Beginnings Breach”);

provided that Airspan has not waived such Terminating New Beginnings Breach and Airspan is not then in material breach of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that, if such Terminating New Beginnings Breach is curable by New Beginnings or Merger Sub, Airspan may not so terminate the Business Combination Agreement due to a Terminating New Beginnings Breach for so long as New Beginnings and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within 30 days after notice of such breach is provided by Airspan to New Beginnings; or (ii) at any time prior to receipt of Airspan Stockholder Approval, in connection with entering into an Airspan Acquisition Agreement with respect to a Superior Proposal (each as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”) in accordance with the Business Combination Agreement; provided, that prior to or concurrently with such termination Airspan pays a termination fee to New Beginnings in the amount of $21,000,000 (the “Termination Fee”); and

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

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

Airspan will pay the Termination Fee in the event that:

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

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

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

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

Amendments to the Charter

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

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

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

•        include supermajority voting provisions;

•        provide that directors may only be removed for cause;

•        remove the provision renouncing the corporate opportunity doctrine; and

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

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

Certain Agreements Related to the Business Combination Agreement

Stockholder Support Agreement

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

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

Sponsor Support Agreement

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

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

Registration Rights and Lock-Up Agreement

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

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

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

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

Stockholders Agreement

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

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

Post-Combination Company Warrant Agreement

Contemporaneously with the Closing, New Beginnings and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent (the “Warrant Agent”), will enter into the Post-Combination Company Warrant Agreement, which provides for the form and provisions of the Post-Combination Company Warrants, the terms upon which the Post-Combination Company Warrants will be issued and exercised, and the respective rights, limitation of rights, and immunities of Airspan, the Warrant Agent, and the holders of the Post-Combination Company Warrants. The Post-Combination Company Warrants to be issued pursuant to the Post-Combination Company Warrant Agreement include: (i) 3,000,000 Post-Combination Company $12.50 Warrants; (ii) 3,000,000 Post-Combination Company

$15.00 Warrants; and (iii) 3,000,000 Post-Combination Company $17.50 Warrants. Under the Post-Combination Company Warrants, New Beginnings may redeem the warrants upon 30 days’ prior written notice if the sales price of the shares of New Beginnings Common Stock exceeds certain thresholds over a 30 trading day period.

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

Subscription Agreements

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

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

Reasons for the Approval of the Business Combination

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

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

Redemption Rights

Under New Beginnings’ amended and restated certificate of incorporation, holders of Public Shares may demand that New Beginnings redeem such shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to New Beginnings to pay its franchise and income tax obligations, by (b) the total number of shares of New Beginnings Common Stock included as part of the New Beginnings Units issued in the IPO. However, New Beginnings will not redeem any Public Shares to the extent that such redemption would result in New Beginnings having net tangible assets of less than $5,000,001 upon consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on March 31, 2021, the estimated per share redemption price would have been approximately $10.10.

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

Ownership of the Post-Combination Company After the Closing

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

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

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

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

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

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

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

Recommendation of the New Beginnings Board of Directors

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

Recommendation of the Airspan Board of Directors

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

New Beginnings’ Special Meeting of Stockholders

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

Airspan Solicitation of Written Consents

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

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

In considering the recommendation of New Beginnings’ board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those

of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

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

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

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

all of which shares and warrants would become worthless if New Beginnings does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares (such 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 $39.2 million and $0.6 million, respectively, based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date;

•        the beneficial ownership of Dean Walsh, Mr. Garrett and Mr. Del Rio of 18,000 Founder Shares each, initially purchased from the Sponsor for an aggregate price of $486, all of which Founder Shares would become worthless if New Beginnings does not complete a business combination within the applicable time period, as these individuals have waived any right to redemption with respect to these shares (such waiver entered into in connection with the IPO for which such individuals received no additional consideration). Such shares have a market value of approximately $0.2 million, based on the closing price of New Beginnings Common Stock of $10.02 on the NYSE American on July 21, 2021, the most recent practicable date;

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

•        Mr. Galbut and Mr. Liebowitz made investments in the equity of the Sponsor in the amount of $1,412,188 each, which gives each of Mr. Galbut and Mr. Liebowitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $8.8 million and $156,800, respectively, in each case based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date;

•        Mr. Del Rio made an investment in the equity of the Sponsor in the amount of $417,406, which gives Mr. Del Rio an economic interest in the Sponsor equivalent to an additional 261,932 shares of New Beginnings Common Stock and 41,741 New Beginnings Warrants, which would have a market value of approximately $2.6 million and $46,700, respectively, in each case based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date; and

•        Mr. Weitz made an investment in the equity of the Sponsor in the amount of $1,399,688, which gives Mr. Weitz an economic interest in the Sponsor equivalent to an additional 878,337 shares of New Beginnings Common Stock and 139,969 New Beginnings Warrants, which would have a market value of approximately $8.8 million and $156,800, respectively, in each case based on the closing price of New Beginnings Common Stock of $10.02 and the closing price of New Beginnings Warrants of $1.12 on the NYSE American on July 21, 2021, the most recent practicable date;

•        New Beginnings’ board of directors are entitled to reimbursement for all out-of-pocket expenses incurred by them on New Beginnings’ behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; such out-of-pocket expenses are not expected to exceed $10,000;

•        the Sponsor and New Beginnings’ officers, directors or their affiliates have made, and may make additional, working capital loans prior to the Closing of the Business Combination, up to $1,500,000 of which are convertible into units at a price of $10.00 per unit at the option of the lender, which may not be repaid if the Business Combination is not completed; the 150,000 shares of New Beginnings Common Stock and Placement Warrants underlying such units would have an aggregate market value of approximately $1.5 million and $168,000, respectively based on the last sale price of $10.02 and $1.12 of the New Beginnings Common Stock and Public Warrants, respectively, on the NYSE American on July 21, 2021. As of July 20, 2021, no such working capital loans were outstanding;

•        the anticipated continuation of Michael S. Liebowitz, New Beginnings’ Chief Executive Officer and a director, as a director of the Post-Combination Company following the Closing, for which he may be entitled to compensation in an amount currently expected to be $50,000 or less annually; and

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

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

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

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

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus/consent solicitation statement in deciding how to vote for the proposals presented in this proxy statement/prospectus/consent solicitation statement. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 45. Such risks include, but are not limited to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•        Risks related to laws and regulations, including that:

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

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

•        Risks related to the Business Combination, including that:

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

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

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

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

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

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

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

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

SUMMARY HISTORICAL FINANCIAL INFORMATION OF AIRSPAN

The summary historical statements of operations data of Airspan for the years ended December 31, 2020, 2019 and 2018 and the historical balance sheet data as of December 31, 2020 and 2019 are derived from Airspan’s audited financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement. The summary historical statements of operations data of Airspan for the three months ended March 31, 2021 and 2020 and the historical balance sheet data as of March 31, 2021 are derived from Airspan’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

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

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