Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2021
Convertible Debt  




On August 13, 2021, the Company, together with Airspan Networks Inc., Holdco, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, and Fortress, entered into a Senior Secured Convertible Note Purchase and Guarantee Agreement (the “Fortress Convertible Note Agreement”), in order to meet the available cash requirement of the reverse recapitalization described in Note 3. The Fortress Convertible Note Agreement of $50.0 million was funded to the Company on August 13, 2021, the date of the reverse recapitalization. The Convertible Notes bear interest at 7.0% per annum and the maturity date of the Convertible Notes is December 30, 2024. The Convertible Notes are pari passu in right of payment and lien priority and are secured by a security interest in (a) all of the real, personal and mixed property in which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records and (d) all of the foregoing whether now owned or existing, in each case excluding certain excluded assets.


The following is the allocation among the freestanding instruments (in thousands) at the issuance date:  


Convertible Notes   $ 41,887  
Conversion option derivative     7,474  
Call and contingent put derivative     639  
Total Convertible Notes   $ 50,000  


As of September 30 2021, the Company had convertible debt outstanding as shown below (in thousands):


    September 30,
Convertible Notes   $ 41,887  
Accrued Interest(a)     254  
Subtotal     42,141  
Loan discount costs     (1,393 )
Total Convertible Notes   $ 40,748  


(a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024.


As of September 30, 2021, the Company was not in compliance with all applicable covenants under the Fortress Convertible Note Agreement; however, the Company was granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021.