Clears Way for Airspan to Go Public under ticker MIMO on NYSE
American in SPAC Transaction
NBA Shareholder Vote Scheduled for August 11
New Beginnings Acquisition Corp. (“NBA”) (NYSE American:
NBA), a special purpose acquisition company, and Airspan
Networks Inc. (“Airspan”), which provides ground-breaking,
disruptive hardware and software for 5G network solutions,
announced today that the Securities and Exchange Commission (“SEC”)
has declared effective the registration statement on Form S-4 (the
“Form S-4”) filed with the SEC in connection with the proposed
business combination between Airspan and NBA. The Form S-4 is
available on the SEC website at www.sec.gov. The action by the SEC
paves the way for the companies to work toward closing their
business combination in the coming weeks following satisfaction of
the remaining closing conditions to the business combination.
NBA will hold a special meeting on Wednesday, August 11, 2021 at
11:00 am Eastern Time (the “Special Meeting”) for its stockholders
of record as of the record date, July 12, 2021, to approve the
proposed business combination and certain related proposals. On
July 26, 2021, NBA also filed with the SEC a definitive proxy
statement/prospectus relating to the proposed business combination
and will commence mailing of the definitive proxy
statement/prospectus to its stockholders of record. Stockholders
who owned shares of NBA as of July 12, 2021 should submit their
votes by 5:00 pm August 10, 2021. NBA stockholders who need
assistance in completing the proxy card, need additional copies of
the proxy materials, or have questions regarding the Special
Meeting may contact NBA's proxy solicitor, Morrow Sodali LLC, by
telephone at (800) 662-5200 or
NBA.info@investor.morrowsodali.com.
If NBA stockholders approve the proposed business combination
and related proposals at the Special Meeting, the business
combination is expected to close shortly afterward, subject to the
satisfaction of customary closing conditions. Upon closing, NBA
will be renamed “Airspan Networks Holdings Inc.” and its common
stock is expected to be listed on the NYSE American with the ticker
symbol “MIMO.”
“We are excited to reach this important milestone and look
forward to successfully completing the proposed business
combination with NBA,” said Eric Stonestrom, President and CEO of
Airspan. “We appreciate the support from NBA and all of our
investors, who share our belief that Airspan is well positioned to
capitalize on the significant growth opportunities in 5G, Open RAN,
Private Networks and Fixed Wireless Access (FWA) solutions.”
“With its cutting-edge 5G software and hardware solutions, we
believe Airspan is well positioned for long-term, sustainable
growth,” said Michael Liebowitz, CEO of New Beginnings Acquisition
Corp. “We are excited to present the business combination to NBA
stockholders and believe we are in the final stage of a successful
conclusion of this deal.”
About Airspan
Airspan is a US-based provider of ground-breaking, disruptive
software and hardware for 5G networks and a pioneer in end-to-end
Open RAN solutions interoperable with other vendors. As a result of
our innovative technology and significant R&D investments to
build and expand our 5G solutions portfolio, Airspan believes it is
well positioned with Open RAN, private networks, fixed wireless
access (FWA) and CBRS solutions, providing solutions to tier 1
mobile network operators to deploy their networks of the future,
today. With over 1 million cells shipped to 1,000 customers in more
than 100 countries, Airspan has global scale. For more information,
visit www.airspan.com.
In March 2021, Airspan entered into a business combination
agreement with New Beginnings Acquisition Corp. (“NBA”) (NYSE
American: NBA), pursuant to which Airspan will become a
wholly-owned subsidiary of NBA. The closing of the business
combination (the “Business Combination”) with NBA is subject to
customary closing conditions, including shareholder approvals and
the expiration or early termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. Upon closing, NBA will be renamed “Airspan
Networks Holdings Inc.” and its common stock is expected to be
listed on the NYSE American with the ticker symbol “MIMO.” See
www.nbaspac.com for more information.
About New Beginnings Acquisition Corp.
New Beginnings Acquisition Corp. (NYSE American: NBA), is
a blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. NBA’s
business strategy is to identify and complete its initial business
combination with a company that can benefit from (i) the managerial
and operational experience of its management team, (ii) additional
capital and (iii) access to public securities markets.
Additional Information and Where to Find It
This news release does not contain all the information that
should be considered concerning the proposed Business Combination
and related transactions (the “Proposed Transaction”) and is not
intended to form the basis of any investment decision or any other
decision in respect of the Proposed Transaction. In connection with
the Business Combination, NBA has filed a registration statement
and subsequent amendments on Form S-4 (the “Form S-4”) with the
SEC, which included a preliminary proxy statement / prospectus with
respect to certain matters upon which NBA stockholders will be
asked to vote. On July 26, 2021, NBA filed the definitive proxy
statement / prospectus with the SEC. The definitive proxy statement
/ prospectus will be sent to all NBA stockholders. NBA will also
file other documents regarding the Proposed Transaction with the
SEC. Before making any voting decision, NBA stockholders are
advised to read the Form S-4, the proxy statement / prospectus and
all other relevant documents filed or that will be filed with the
SEC in connection with the Proposed Transaction as they become
available because they will contain important information about the
Proposed Transaction. Stockholders may obtain free copies of the
definitive proxy statement / prospectus and other documents filed
with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a request to: New Beginnings
Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139,
USA.
No Offer or Solicitation
This news release is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Transaction and is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Participants in Solicitation
NBA, Airspan and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from NBA’s stockholders with respect to the Proposed Transaction. A
list of the names of those directors and executive officers and a
description of their interests in NBA is contained in the
definitive proxy statement / prospectus contained in the Form S-4.
Additional information regarding the interests of such
participants, which may, in some cases, be different than those of
NBA and Airspan’s equity holders generally, is also set forth in
the definitive proxy statement / prospectus for the Business
Combination.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, NBA’s plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding Airspan’s market positioning and the
likelihood and ability of the parties to successfully consummate
the Proposed Transaction and the timing thereof. Such
forward-looking statements are based upon the current beliefs and
expectations of NBA’s management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond NBA’s control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in NBA’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: (i) the risk that the proposed
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of NBA’s securities; (ii) the
risk that the transaction may not be completed by NBA’s business
combination deadline and the potential failure to obtain an
extension of the Business Combination deadline if sought by NBA;
(iii) the failure to satisfy the conditions to the consummation of
the Proposed Transaction, including the adoption of the business
combination agreement by the stockholders of NBA and Airspan, the
satisfaction of the minimum trust account amount following
redemptions by NBA’s public stockholders and the receipt of certain
governmental and regulatory approvals; (iv) the lack of a third
party valuation in determining whether or not to pursue the
Proposed Transaction; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (vi) the impact of COVID-19 on
Airspan’s business and/or the ability of the parties to complete
the Proposed Transaction; (vii) the effect of the announcement or
pendency of the transaction on Airspan’s business relationships,
performance and business generally; (viii) risks that the proposed
transaction disrupts current plans and operations of Airspan; (ix)
the outcome of any legal proceedings that may be instituted against
Airspan or NBA related to the business combination agreement or the
Proposed Transaction; (x) the ability to maintain the listing of
NBA’s securities on the NYSE American; (xi) the price of NBA’s and
the post-combination company’s securities may be volatile due to a
variety of factors, including changes in the competitive and
regulated industries in which Airspan operates, variations in
performance across competitors, changes in laws and regulations
affecting Airspan’s business and changes in the combined capital
structure; (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
Proposed Transaction, and identify and realize additional
opportunities; (xiii) the risk of downturns and the possibility of
rapid change in the highly competitive industry in which Airspan
operates; (xiv) the risk that Airspan and its current and future
collaborators are unable to successfully develop and commercialize
Airspan’s products or services, or experience significant delays in
doing so; (xv) the risk that the post-combination company may not
achieve or sustain profitability; (xvi) the risk that the
post-combination company will need to raise additional capital to
execute its business plan, which may not be available on acceptable
terms or at all; (xvii) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations; (xviii) the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their
obligations; (xix) the risk that the rollout and utilization of 5G
technology will not provide the expected benefits; (xx) the risk
that Airspan is unable to secure or protect its intellectual
property; and (xxi) the risk that the post-combination company’s
securities will not be approved for listing on the NYSE American or
if approved, maintain the listing.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond NBA’s control. All information set forth herein speaks
only as of the date hereof in the case of information about NBA and
Airspan or the date of such information in the case of information
from persons other than NBA or Airspan, and we disclaim any
intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
communication. Forecasts and estimates regarding Airspan’s industry
and end markets are based on sources we believe to be reliable,
however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210726005441/en/
Investor Relations and Media: Howie Waterman 917-359-5505
hwaterman@airspan.com
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