UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 7, 2024

Airspan Networks Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

777 Yamato Road, Suite 310, Boca Raton, FL 33431
(Address of Principal Executive Offices) (Zip Code)

(561) 893-8670
(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 7, 2024 (the “Effective Date”), Airspan Networks Holdings Inc., a Delaware corporation (the “Company”), entered into the Limited Waiver and Consent, Sixth Amendment and Restatement of Credit Agreement and Reaffirmation of Loan Documents (the “Sixth Amendment and Restatement Agreement”) among the Company, as Holdings (in such capacity, “Holdings”), Airspan Networks Inc., a Delaware corporation (“ANI”), as the Borrower (in such capacity, the “Borrower”), certain subsidiaries of the Company, as guarantors, the lenders party thereto (collectively, the “Lenders”) and DBFIP ANI LLC, as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Agent”). The Sixth Amendment and Restatement Agreement by its terms amended and restated the Fifth Amended and Restated Credit Agreement, dated February 28, 2024 (as further amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “Fifth A&R Credit Agreement”), among Holdings, the Borrower, the Agent and certain Lenders and guarantors party thereto, and replaced the Fifth A&R Credit Agreement in its entirety with the Sixth Amended and Restated Credit Agreement (the “Sixth A&R Credit Agreement”) among Holdings, the Borrower, the Agent and certain subsidiaries of the Company, as guarantors, the Lenders party thereto, and the Agent.

Pursuant to the Sixth Amendment and Restatement Agreement, the parties thereto agreed to, among other things, (i) extend the waiver of certain potential prospective events of default under the Sixth A&R Credit Agreement in the limited manner set forth therein, (ii) establish new delayed draw term loan commitments in the aggregate amount of $18 million, (iii) extend the forbearance by the Lenders party to the Sixth Amendment and Restatement Agreement from exercising their rights and remedies as a result of certain existing and potential prospective events of default under the Sixth A&R Credit Agreement in the limited manner set forth therein and (iv) impose the Sixth Restatement Fee (as defined in the Sixth A&R Credit Agreement) in the amount of $3.6 million, which is capitalized in connection with the advances of the Sixth Restatement Delayed Draw Term Loans (as defined below).

The Sixth A&R Credit Agreement establishes a new delayed draw term loan commitment of an aggregate amount of $18 million, to be drawn in two tranches of $8 million and $10 million (the “Sixth Restatement Delayed Draw Term Loans”), which will accrue interest at a variable rate per annum equal to either the Base Rate (as defined in the Sixth A&R Credit Agreement) or the Adjusted Term SOFR (as defined in the Sixth A&R Credit Agreement), plus between 9.00% and 14.00% per annum, which shall be calculated based on the applicable Net EBITDA Leverage Ratio (as defined in the Sixth A&R Credit Agreement). The Sixth Restatement Delayed Draw Term Loans are scheduled to mature on December 30, 2024. The Borrower may prepay the loans under the Sixth A&R Credit Agreement, subject to a prepayment penalty of between 0.00% to 5.00% of the principal amount prepaid, depending on the timing of the prepayment.

In connection with the Sixth A&R Credit Agreement, the Company modified the terms of its Senior Secured Convertible Note Purchase and Guarantee Agreement, dated July 30, 2021 (as further amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the Effective Date, the “Note Purchase Agreement”) pursuant to the Limited Waiver and Consent, Seventh Amendment to Senior Secured Convertible Note Purchase and Guarantee Agreement and Reaffirmation of Note Documents, dated the Effective Date (the “NPA Amendment”), among the Company, ANI, certain of its subsidiaries as guarantors, the purchasers party thereto and the administrative and collateral agent. The Note Purchase Agreement (as amended by the NPA Amendment) and the convertible notes issued under the Note Purchase Agreement (the “Convertible Notes”) were modified to, among other things, (i) extend the waiver of certain existing and potential prospective events of default under the Note Purchase Agreement in the limited manner set forth therein and (ii) extend the forbearance by the purchasers party to the NPA Amendment from exercising their rights and remedies as a result of certain existing and potential prospective events of default under the Note Purchase Agreement in the limited manner set forth therein.

The foregoing descriptions of the Sixth Amendment and Restatement Agreement and the NPA Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of these documents, which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference.

The disclosure set forth above in Item 1.01 is incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.