RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus/consent solicitation statement, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled “Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary” in evaluating the Business Combination and the proposals to be voted on at the special meeting. Certain of the following risk factors apply to the business and operations of Airspan and will also apply to the business and operations of the Post-Combination Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by New Beginnings and Airspan that later may prove to be incorrect or incomplete. New Beginnings and Airspan may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of the Post-Combination Company. Unless the context requires otherwise, references to “Airspan” in this section are to the business and operations of Airspan prior to the Business Combination and the business and operations of the Post-Combination Company as directly or indirectly affected by Airspan by virtue of the Post-Combination Company’s ownership of the business of Airspan through its ownership of the Surviving Corporation following the Business Combination and references in this section to “we,” “us,” or “our” refer to New Beginnings.

Risks Related to Airspan’s Business and Industry

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

Airspan has incurred net losses and negative cash flows since incorporation, and as of March 31, 2021, Airspan had an accumulated deficit of $708.9 million.  Airspan anticipates that it will continue to experience negative cash flows and net losses at least through the first half of 2021.  Airspan’s operating losses have been due in part to the commitment of significant resources to its research and development and sales and marketing departments as well as competitive pressures.  Airspan expects to continue to devote resources to these areas and, as a result, Airspan will need to increase its quarterly revenues or further decrease its operating expenses to achieve and maintain profitability.  Airspan cannot be certain that it will achieve profitability.  If Airspan does achieve profitability, it cannot be certain that it can sustain or increase profitability on a quarterly or annual basis in the future.  Continuous cash outflows can lead to the need for new financing, which may not be available on favorable terms, or at all.

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

Airspan’s products are sold to telecommunications carriers, service providers and telecommunications network operators.  A decline in Airspan’s customers’ capital spending may reduce its sales, increase the need for inventory write-offs and increase its losses and its requirements for additional working capital, which may not be readily available to Airspan.  This could result in downward pressure on the price of Airspan’s products, all of which would have a material adverse effect on Airspan’s results of operations and stock price.  Further, the number of carriers and service providers that are Airspan’s potential customers may not grow or may decline as a result of, among other things, the substantial capital requirements needed to establish networks and the limited number of licenses granted in each country.

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

The wireless broadband market is generally characterized by rapidly changing technology, changing needs of network operators, evolving regulations and industry standards and frequent introductions of new products and services. Currently, the race to introduce 5G products and technology is driving rapid changes in Airspan’s industry. Historically, new product introductions have been a key driver of Airspan’s revenue growth. To succeed, Airspan must effectively anticipate and adapt in a timely manner to network operator requirements and continue to develop or acquire new products and features that meet market demands, technology trends and evolving regulatory requirements and industry standards. Airspan’s ability to keep pace with technological developments, such as 5G and LTE, satisfy increasing network operator requirements, and achieve product acceptance depends upon Airspan’s ability to enhance its current products and develop and introduce or otherwise acquire the rights to new products on a timely basis and at competitive prices. The process of developing new technology is complex and uncertain, and the development of new products and enhancements typically requires significant upfront investment and commitment of resources, which may not result in material improvements to existing products or result in marketable new products or cost savings or revenues for an extended period of time, if at all. Airspan is currently investing in the development of products and technology for the 5G standard once it is generally adopted in Airspan’s target markets. There can be no assurance Airspan will successfully address the new 5G standard in a timely manner or that Airspan’s products will achieve market acceptance. Network operators have delayed, and may in the future delay, purchases of Airspan’s products while awaiting release of new products or product enhancements. In addition, the introduction of new or enhanced products requires that Airspan carefully manage the transition from older products to minimize disruption in customer ordering practices. If Airspan fails to anticipate industry trends and evolving regulations by developing or acquiring rights to new products or product enhancements and timely and effectively introducing such new products and enhancements, or network operators do not perceive Airspan’s products to have compelling technological advantages, Airspan’s business would be materially adversely affected.

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

Airspan competes in a rapidly evolving, highly competitive and fragmented market. Airspan now competes with companies that are producing both mobile and fixed wireless communications systems, wired DSL, cable networks, fiber optic cable, certain satellite technologies and other new entrants to this industry, as well as traditional communications companies.  General anticipated increases in capital spending on 5G applications may result in new competitors entering the markets in which Airspan sells its products.  Competitors vary in size and resources and in products and services offered.  With respect to the wireless solutions for 4G and 5G networks Airspan offers today, Airspan believes it competes directly with Altiostar, Cambium, Casa, Ciena, Ericsson, Huawei, KMW, Mavenir, Nokia, Parallel Wireless, Samsung and Sercom, and with a number of smaller privately-held companies.  In addition, some of the entities to which Airspan currently sells its products may develop the capacity to manufacture their own products.

Many of Airspan’s competitors are substantially larger than Airspan and have significantly greater financial, sales and marketing, technical, manufacturing and other resources as well as more established distribution channels and greater name recognition.  These competitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements than Airspan can and can devote greater resources to attempting to influence the composition of future technological standards.  They may also be able to devote greater resources to the development, promotion, sale and financing of their products than Airspan can.  Furthermore, some of Airspan’s competitors have made or may make strategic acquisitions or establish cooperative relationships among themselves or with third parties to increase their ability to gain customer market share rapidly.  These competitors may enter Airspan’s existing or future markets with systems that may be less expensive, provide higher performance or contain additional features.  In addition, large customers are sometimes reluctant to base an important line of business on equipment purchased from a smaller vendor such as Airspan.  In addition, both larger and smaller communications service providers may also decide to wait to see how a new technology develops before committing any significant resources to deploying equipment from a particular supplier.  Airspan believes this tendency to “wait and see” with respect to new technology affects the consumer market, resulting in increased customer caution on purchases of new technology.

Airspan expects its competitors to continue to improve the performance of their current products and to introduce new products or new technologies that may supplant or provide lower-cost alternatives to Airspan’s systems.  This and other factors could result in lower revenues or a loss of market share, which could cause Airspan’s stock price to fall.

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

Airspan currently derives, and expects to continue to derive, a majority of its revenues from fewer than five customers.

In 2020 and 2019, approximately 69% and 73%, respectively, of Airspan’s revenues were derived from its top three customers by revenue.  Airspan believes that there are certain economies of scale inherent in its business.  Accordingly, if Airspan loses one or more significant customers and is unable to replace the revenue previously generated by those customers, its gross profit margins, profitability and efforts to preserve cash resources could be materially negatively affected.

The amount of revenue Airspan derives from a specific customer is likely to vary from period to period, and a major customer in one period may not produce significant additional revenue in a subsequent period.  Airspan anticipates that its operating results will continue to depend on sales to a relatively small number of key customers in the foreseeable future.  In general, Airspan’s contracts with its larger customers often involve major deployments that require several months to fulfill, so its results may depend on the same major customers for consecutive quarters.  Airspan cannot assure you that, once a contract is fulfilled, the customer will purchase new products or services from Airspan.  Airspan must, therefore, continually seek new customers in order to increase its revenue, and there can be no assurance that it will be successful in doing so.

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

Airspan’s contracts and purchase orders are separately negotiated with each of its customers and the terms vary widely.  A majority of Airspan’s customers execute only short-term purchase orders for a single system or a small number of systems at one time instead of long-term contracts for large-scale deployment of Airspan’s systems.  These contracts and purchase orders do not ensure that Airspan’s customers will purchase any additional products beyond those specifically listed in the order.

Moreover, since Airspan often believes that these purchase orders may represent the early portion of longer-term customer programs, Airspan often expends significant financial, personnel and operational resources to fulfill these orders.  If Airspan’s customers fail to purchase additional products to fulfill their programs, Airspan may be unable to recover the costs it incurs and its margins could suffer.

In addition, Airspan’s typical contracts are generally non-exclusive and contain provisions allowing its customers to terminate the agreement without significant penalties.  Airspan’s contracts also may require certain shipment, delivery and installation commitments on its part.  If Airspan fails to meet these commitments, its customer contracts typically permit the customer to terminate the contract or impose monetary penalties on Airspan.

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

Airspan’s Mimosa products generate revenues through sales to its distributors. Distributors may not have the resources required to meet payment obligations, or may delay payments if their end customers are late making payments. Mimosa’s exposure to credit risks of its channel partners and their end customers may increase if such entities are adversely affected by global or regional economic conditions. Given the broad geographic coverage of Mimosa’s distributor relationships, Mimosa has in the past and may in the future experience difficulties surrounding the collection of payments. Any significant delay or default in the collection of Mimosa’s accounts receivable could result in the need for Airspan to obtain working capital from other sources.

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

Airspan’s sales cycle can range from three to 18 months and varies by customer.  The length of the sales cycle with a particular customer may be influenced by a number of factors, including the commitment of significant cash and other resources associated with the purchase, lengthy testing and evaluations, and regulatory and licensing requirements on the part of the customer.  In addition, the emerging and evolving nature of the communication access market may cause prospective customers to delay their purchase decisions as they evaluate new and/or competing technologies, or wait for new products or technologies to come to market.  Airspan expects that its sales cycles will continue to be long and unpredictable, and, as the average order size for its products increases, its customers’ processes for approving purchases may become more complex and lead to an even longer sales cycle.  Accordingly, it is difficult for Airspan to anticipate the quarter in which particular sales may occur, to determine product shipment schedules and to provide Airspan’s manufacturers and suppliers with accurate lead-time to ensure that they have sufficient inventory on hand to meet Airspan’s orders.  Therefore, Airspan’s sales cycle impairs its ability to recognize and forecast revenues and control expenses.

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

Airspan has historically been required to place firm orders or binding forecasts for products and components with its suppliers to ensure that it is able to meet its customers’ demands.  These commitments to its suppliers may be placed up to six months prior to the anticipated delivery date based on Airspan’s existing customer purchase commitments and its forecasts of future customer demand.  Airspan’s sales process requires it to make multiple forecast assumptions relating to expected customer demand, each of which may introduce error into its estimates, causing excess inventory to accumulate or a lack of product supply when needed.  If Airspan overestimates customer demand, it may allocate resources to manufacturing products that it may not be able to sell when it expects or at all.  As a result, Airspan has sometimes had excess inventory, which has increased its net losses.  Conversely, if Airspan underestimates customer demand or if insufficient manufacturing capacity were available, Airspan may lose revenue opportunities and market share and may damage its customer relationships.

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

Although approximately 61% and 88% of Airspan’s sales in 2020 and 2019, respectively, were denominated in U.S. dollars, and a majority of its cost of goods sold were denominated in U.S. dollars, Airspan incurs a large part of its operating expenses and a portion of its cost of goods in New Israeli Shekels and British pounds.  In the years ended December 31, 2020 and 2019, approximately 38% and 35%, respectively, of Airspan’s combined operating expenses and cost of goods sold were denominated in New Israeli Shekels.  In the years ended December 31, 2020 and 2019, approximately 17% and 16%, respectively, of Airspan’s combined operating expenses and cost of goods sold were denominated in British pounds.  In addition, in the years ended December 31, 2020 and 2019, approximately 37% and 10%, respectively, of Airspan’s revenues were denominated in Japanese yen. Airspan expects these percentages to fluctuate over time.  Fluctuations in the value of foreign currencies could have a negative impact on the profitability of Airspan’s global operations and its business and its currency hedging activities may not limit these risks.  The value of foreign currency fluctuations against the U.S. dollar may also affect the competitiveness of Airspan’s pricing compared to local products because it typically bills in U.S. dollars.

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

Airspan outsources the manufacturing of its products to third-party manufacturers. Purchases from these third-party manufacturers account for the most significant portion of its cost of revenues. Airspan’s reliance on third-party manufacturers reduces its control over the manufacturing process, including reduced control over quality, product costs and product supply and timing. From time to time, Airspan has experienced and may in the future experience delays in shipments or issues concerning product quality from its third-party manufacturers. Such supply chain disruptions and delays have been exacerbated by the COVID-19 pandemic. If any of Airspan’s third-party manufacturers suffer interruptions, delays or disruptions in supplying its products, including by reason of the COVID-19 pandemic, natural disasters, work stoppages or capacity constraints, Airspan’s ability to ship products to distributors and network operators would be delayed. Additionally, if any of Airspan’s third-party manufacturers experience quality control problems in their manufacturing operations and its products do not meet network operators’ requirements, Airspan could be required to cover the repair or replacement of any defective products. These delays or product quality issues could have an immediate and material adverse effect on Airspan’s ability to fulfill orders and could have a negative impact on its operating results. In addition, such delays or issues with product quality could harm Airspan’s reputation and its relationship with its channel partners.

Airspan’s agreements do not typically obligate its third-party manufacturers to supply products to Airspan in specific quantities or for an extended term, which could result in short notice to Airspan of supply shortages and increases in the prices Airspan is charged for manufacturing services. Airspan believes that its orders may not represent a material portion of the total orders of its primary third-party manufacturers, and, as a result, fulfilling Airspan orders may not be prioritized in the event they are constrained in their abilities or resources to fulfill all of their customer obligations in a timely manner. Although Airspan provides demand forecasts to some of its third-party manufacturers, such forecasts are not generally binding and if Airspan overestimates its requirements, some of its third-party manufacturers may assess charges, or Airspan may have liabilities for excess inventory, each of which could negatively affect its gross margins. Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and the demand for each component at a given time, if Airspan underestimates its requirements, its third-party manufacturer may have inadequate materials and components required to produce its products. This could result in an interruption of the manufacturing of Airspan’s products, delays in shipments and deferral or loss of revenues. For example, as a result of increased global demand for some components used in our products, particularly chipsets, some of our third-party manufacturers have experienced capacity shortages and have responded by allocating existing supply among their customers, including us. This capacity shortage coupled with an increase in demand for our affected products has resulted in supply shortages that have caused increased lead times for some of our products. We may suffer delays introducing new products to the market and in sales of existing products as a result of parts unavailability or shortages, resulting in loss or delay of revenue.

If Airspan’s third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience shortages in required components, or if they are otherwise unable or unwilling to continue to manufacture Airspan’s products in required volumes or at all, its supply may be disrupted, and it may be required to seek alternate manufacturers. It would be time-consuming and costly, and could be impracticable, to begin to use new manufacturers and such changes could cause significant interruptions in supply and could have an adverse impact on Airspan’s ability to meet its scheduled product deliveries and may subsequently lead to the loss of sales, delayed revenues or an increase in Airspan’s costs, which could materially and adversely affect its business and operating results.

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

Many of Airspan’s new and innovative products are complex and are focused on creating new revenue streams and/or new ways to create cost efficiencies. In many cases, it is necessary for Airspan to educate existing and potential customers about the benefits and value of such new and innovative products, with no assurance that the customer will ultimately purchase them. The need to educate Airspan’s customers increases the difficulty and time necessary to complete transactions, makes it more difficult to efficiently deploy limited resources, and creates risk that Airspan will have invested in an opportunity that ultimately does not result in a sale. If Airspan is unable to establish and demonstrate to customers the benefits and value of Airspan’s new and innovative products and convert these efforts into sales, its business, results of operations, financial condition, cash flows and prospects will be adversely affected.

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

Network operators rely on Airspan’s products for critical applications and, as such, high-quality support is critical for the successful marketing and sale of its products. If Airspan or its channel partners do not provide adequate support to network operators in deploying its products or in resolving post-deployment issues quickly, Airspan’s reputation may be harmed and its ability to sell its products could be materially and adversely affected.

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

Airspan’s solutions are sophisticated and are designed to be deployed in large and complex mobile networks that require a very high degree of reliability. Because of the nature of Airspan’s solutions, they can only be fully tested when substantially deployed in very large networks with high volumes of subscriber traffic. Some of Airspan’s customers have only recently begun to commercially deploy its solutions and they may discover errors or defects in the software or hardware, or the solutions may not operate as expected. Because Airspan may not be able to detect these problems until full deployment, any errors or defects in its solutions could affect the functionality of the networks in which they are deployed, given the use of Airspan’s solutions in business-critical applications. As a result, the time it may take Airspan to rectify errors can be critical to its customers.

Because the networks into which wireless service providers deploy Airspan’s solutions require a very high degree of reliability, the consequences of an adverse effect on their networks, including any type of communications outage, can be very significant and costly. If any network problems were caused, or perceived to be caused, by errors or defects in Airspan’s solutions, Airspan’s reputation and the reputation of its solutions could be significantly damaged with respect to that customer and other customers. Such problems could lead to a loss of that customer or other customers.

If one of its solutions fails, Airspan could also experience: payment of liquidated damages for performance failures; loss of, or delay in, revenue recognition; increased service, support, warranty, product replacement and product liability insurance costs, as well as a diversion of development resources; and costly and time-consuming legal actions by its customers, which could result in significant damages awards against Airspan. Any of these events could have a material adverse impact on Airspan’s business, results of operations, financial condition, cash flows and prospects.

Airspan’s international sales may be difficult and costly as a result of the political, economic and regulatory risks in those regions.

Sales to customers based outside the United States have historically accounted for a substantial portion of Airspan’s revenues.  In the years ended 2020 and 2019, Airspan’s international sales (sales to customers located outside the United States which includes a small percentage of United States customers where the final destination of the equipment is outside of the U.S.) accounted for approximately 75% and 36%, respectively, of Airspan’s total revenue. In many international markets, long-standing relationships between potential customers and their local suppliers and protective regulations, including local content requirements and type approvals, create barriers to entry.  In addition, pursuing international opportunities may require significant investments for an extended period before returns on such investments, if any, are realized and such investments may result in expenses growing at a faster rate than revenues.  The following risks inherent in international business could reduce the international demand for Airspan’s products, decrease the prices at which Airspan can sell its products internationally or disrupt its international operations, which could adversely affect its operations:

Airspan’s operations in Israel may be disrupted by political and military tensions in Israel and the Middle East.

Airspan conducts various activities in Israel, including research and development; design; raw material procurement; and manufacturing and assembly through subcontractors based in Israel.  Airspan’s operations could be negatively affected by the political and military tensions in Israel and the Middle East.

Israel has been involved in a number of armed conflicts with its neighbors since 1948 and a state of hostility, varying in degree and intensity, has led to security and economic problems in Israel.  For more than two decades, a continuous armed conflict with the Palestinian Authority has been taking place.  Conditions in Israel could, in the future, disrupt the development, manufacture and/or distribution of Airspan’s products.

If Airspan loses Eric Stonestrom, its President and Chief Executive Officer, or any of its other executive officers, it may encounter difficulty replacing their expertise, which could impair Airspan’s ability to implement its business plan successfully.

Airspan believes that its ability to implement its business strategy and its future success depends on the continued employment of its senior management team, in particular its president and chief executive officer, Eric Stonestrom.  Airspan’s senior management team, who have extensive experience in its industry and are vital to maintaining some of its major customer relationships, may be difficult to replace.  The loss of the technical knowledge and management and industry expertise of these key employees could make it difficult for Airspan to execute its business plan effectively, could result in delays in new products being developed, could result in lost customers and could cause a diversion of resources while Airspan seeks replacements.

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

Wireless network products are highly complex and frequently contain undetected software or hardware errors when first introduced or as new versions are released.  Airspan has detected and is likely to continue to detect errors and product defects in connection with new product releases and product upgrades.  In the past, some of Airspan’s products have contained defects that delayed the commencement of service by its customers.

If Airspan’s hardware or software contains undetected errors, Airspan could experience:

Airspan’s general liability insurance coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims or its insurer may disclaim coverage as to any future claim.  In addition, Airspan’s products are often integrated with other network components.  Incompatibilities between Airspan’s products and these components could result in material harm to the service provider or its subscribers.  These problems could adversely affect Airspan’s cash position or its reputation and competitive position.

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

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, Airspan’s business may be adversely affected. COVID-19 has spread to most countries and throughout the United States. Numerous government jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. From time to time, beginning in the first quarter of 2020, governmental authorities in the locations where Airspan and its clients operate issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at Airspan’s headquarters, work stoppages, slowdowns and delays, travel restrictions and cancellation of events. In addition, the COVID-19 pandemic had a significant impact on Airspan’s supply chains, adversely affecting product supply and delivery to Airspan’s customers, in particular in the second and third quarter of 2020. Future pandemic induced lockdowns continue to be a risk to the supply chain. As a further consequence of the COVID-19 pandemic, component lead times are extending as demand exceeds supply on certain components, including semiconductors. This situation has caused Airspan to extend its forecast horizon with its contract manufacturing partners and has increased the risk of supplier delays. Other disruptions or potential disruptions include the inability of Airspan’s customers to receive hardware components and parts critical to the deployment of Airspan’s solutions and to receive the delivery of such hardware on a timely basis, or at all; disruptions in Airspan’s deployment schedules, diversion of or limitations on employee resources that would otherwise be focused on the operations of Airspan’s business; delays in its ability to make sales or find new customers, business adjustments or disruptions of certain third parties with whom Airspan conducts business may have a material and adverse effect on its business, operating results and financial condition.

The extent to which the COVID-19 pandemic impacts Airspan’s business will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. While the potential economic impact brought by, and the duration of, any pandemic, epidemic or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets and a reduction in Airspan’s ability to access capital, which could adversely affect its liquidity. In addition, a recession or market correction resulting from the spread of an infectious disease, including COVID-19, could materially affect Airspan’s business. Any such economic recession could have a material adverse effect on Airspan’s long-term business. To the extent the COVID-19 pandemic adversely affects Airspan’s business and financial results, it may also have the effect of heightening many of the other risks described in these Risk Factors.

The mobile network industry investment levels fluctuate and are affected by many factors, including the economic environment and decisions made by wireless service providers and other customers regarding deployment of technology and their timing of purchases, and a downturn in investment levels could have a material adverse effect on Airspan’s business, financial condition, results of operations and prospects.

The mobile network industry has experienced downturns in which wireless service providers and other customers substantially reduced their capital spending on new equipment. With the advent of 5G and the growth of private networks, Airspan expects this market to grow in the coming years; however, the uncertainty surrounding global economic growth and the geopolitical situation may materially harm actual market conditions. Moreover, market conditions are subject to substantial fluctuation and could vary geographically and across technologies. Even if global conditions improve, conditions in the specific industry segments in which Airspan participates may be weaker than in other segments. In that case, Airspan’s revenue and operating results may be adversely affected.

If capital expenditures by wireless service providers and other customers are weaker than Airspan anticipates, its revenues, operating results and profitability may be adversely affected. The level of demand from operators and other customers who buy Airspan’s products and services can vary over short periods of time, including from month to month. Due to this uncertainty, accurately forecasting revenues, results, and cash flow remains difficult.

Airspan’s business and prospects depend on the strength of its brand. Failure to maintain and enhance Airspan’s brand would harm its ability to increase sales by expanding its network of channel partners as well as the number of network operators who purchase its products.

Maintaining and enhancing Airspan’s brand is critical to expanding its base of channel partners and the number of network operators who purchase its products. Maintaining and enhancing Airspan’s brand will depend largely on its ability to continue to develop products and solutions that provide the high quality at attractive economics sought by network operators. If Airspan fails to promote, maintain and protect its brand successfully, its ability to sustain and expand its business and enter new markets will suffer. Airspan’s brand may be impaired by a number of factors, including product failure and counterfeiting. If Airspan fails to maintain and enhance its brand, or if Airspan needs to incur unanticipated expenses to establish the brand in new markets, its operating results would be negatively affected.

Airspan may not secure additional liquidity required to meet its obligations on a timely basis, to satisfy its debt covenants or to attain profitable operations.

The audit report and the notes that accompany Airspan’s consolidated financial statements as of and for the year ended December 31, 2020, include an explanatory paragraph describing the existence of conditions that raise substantial doubt about Airspan’s ability to continue as a going concern. See Note 1 to the financial statements included in this proxy statement/prospectus/consent solicitation statement for more information. Airspan management plans to complete the Business Combination, as described in this proxy statement/prospectus/consent solicitation statement, to provide additional liquidity, but there can be no assurance that the Business Combination will be consummated in a timely manner, or at all. If Airspan does not complete the Business Combination, Airspan will need to secure additional liquidity in order to meet its obligations on a timely basis, to satisfy its debt covenants and, ultimately, to attain profitable operations.  Such additional liquidity may not be available on terms acceptable to Airspan, or at all.

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

Airspan is highly leveraged with a significant amount of debt and it may continue to incur additional debt in the future. As of March 31, 2021, Airspan had approximately $97.0 million in indebtedness outstanding under its loan and security agreements. As a result of its indebtedness, Airspan is required to make interest and principal payments on its borrowings that are significant in relation to its revenues and cash flows. These payments reduce its earnings and cash available for other potential business purposes. This leverage also exposes Airspan to significant risk by limiting its flexibility in planning for, or reacting to, changes in its business (whether through competitive pressure or otherwise), its industry and the economy at large. Although Airspan’s cash flows could decrease in these scenarios, its required payments in respect of indebtedness would not decrease.

In addition, Airspan’s ability to make payments on, or repay or refinance, such debt, and to fund its operating and capital expenditures, depends largely upon its future operating performance. Its future operating performance, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond its control.

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

Airspan recognizes that its need for capital in future periods may increase due to a variety of factors, estimates and assumptions. If Airspan’s projected demand for capital materially increases and its then current and/or projected cash resources have not increased a comparable amount, it may need to modify its existing business plan or seek new capital which may be available only on terms that may not be acceptable to Airspan, especially in light of current adverse economic conditions. Airspan has been and may in the future be compelled to adopt measures to conserve cash resources due to the lack of availability of capital, such measures may adversely affect its results of operations and the short-term and/or long-term prospects for its business.

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

Airspan’s success has historically relied in part on proprietary technology. Airspan has used a combination of patent, copyright, trademark and trade secret laws and contractual restrictions on disclosure to protect its intellectual property rights associated with its products. Despite its efforts to protect its proprietary rights, Airspan cannot be certain that the steps it has taken will prevent misappropriation of its technology, and Airspan may not be able to detect unauthorized use or take appropriate steps to enforce its intellectual property rights. The laws of some foreign countries, particularly in Asia, do not protect Airspan’s proprietary rights to the same extent as the laws of the United States and the United Kingdom, and Airspan may encounter substantial infringement problems in those countries. In addition, Airspan does not file for patent protection in every country where it conducts business. In some countries where Airspan does file for patent protection, Airspan may choose not to maintain patent protection. In addition, Airspan may not file for or maintain patent protection in a country from which it derives significant revenue. In instances where Airspan has licensed intellectual property from third parties, it may have limited rights to institute actions against third parties for infringement of the licensed intellectual property or to defend any suit that challenges the validity of the licensed intellectual property. If Airspan fails to protect adequately its intellectual property rights, or fails to do so under applicable law, it would be easier for Airspan’s competitors to copy its products and sell competing products at lower prices, which would harm its business.

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

Airspan’s industry is highly competitive and its technologies are complex. Companies file patent applications and obtain patents covering these technologies frequently and maintain programs to protect their intellectual property portfolios. In addition, patent holding companies (including “non-practicing entities”) regularly bring claims against telecommunication equipment companies, often attempting to extract royalty, licensing or other settlements.

Airspan’s solutions are technically complex and compete with the products and solutions of significantly larger companies. Airspan’s likelihood of being subject to infringement claims may increase as a result of its real or perceived success, as the number of competitors in its industry grows and as it adds functionality to its solutions. Airspan has previously received and may in the future receive communications from third parties alleging that it is or may be infringing their intellectual property rights. The visibility Airspan would receive from being a public company may result in a greater number of such allegations.

Airspan has also agreed, and expects to continue to agree, to indemnify its customers for certain expenses or liabilities resulting from claimed infringement of intellectual property rights of third parties with respect to its solutions and software. Airspan has received indemnity demands from customers in the past and may receive such other claims in the future. In the case of infringement claims against these customers, Airspan could be required to indemnify them for losses resulting from such claims or to refund license fees they have paid to Airspan. If a customer asserts a claim for indemnification against Airspan, Airspan could incur significant costs and reputational harm disputing it. If Airspan does not succeed in disputing it, Airspan could face substantial liability, particularly as these liabilities do not typically have caps or specific limits and Airspan’s insurance coverage relating to any such liabilities generally would be very limited.

Regardless of the merit of third-party claims that Airspan or its customers infringe their rights, these claims could be time consuming and costly to defend, divert management’s attention and resources, require Airspan to make costly or difficult changes to its designs, cause it to cease producing, licensing or using software or solutions, require it to pay damages for past infringement, potentially including treble damages, or enter into royalty or licensing agreements, which may not be available on reasonable terms or at all, or any combination of, or all of, these actions.

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

Airspan could be subject to claims that employees or contractors, or Airspan, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of its competitors or other parties. Litigation may be necessary to defend against these claims. If Airspan fails in defending against such claims, a court could order it to pay substantial damages and prohibit Airspan from using technologies or features that are important to its products, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, Airspan may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent Airspan’s ability to develop, market and support potential products or enhancements, which could materially and adversely affect its business. Even if Airspan is successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.

Airspan uses open source software in its products that may subject its firmware to general release or require it to re-engineer its products and the firmware contained therein, which may cause harm to its business.

Airspan incorporates open source software into its products. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the software code. Some open source licenses contain requirements that Airspan make available source code for modifications or derivative works it creates based upon the open source software and that it license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If Airspan combines its proprietary firmware or other software with open source software in a certain manner, it could, under certain of the open source licenses, be required to release its proprietary source code publicly or license such source code on unfavorable terms or at no cost. Open source license terms relating to the disclosure of source code in modifications or derivative works to the open source software are often ambiguous and few if any courts in jurisdictions applicable to Airspan have interpreted such terms. As a result, many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect Airspan’s business.

If Airspan were found to have inappropriately used open source software, it may be required to release its proprietary source code, re-engineer its firmware or other software, discontinue the sale of its products in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from its development efforts, any of which could adversely increase its expenses and delay its ability to release its products for sale. Airspan could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into its products.

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

Many of Airspan’s customers are subject to extensive regulation as communications service providers, including with respect to the availability of radio frequencies for two-way broadband communications.  Each country has different regulations and regulatory processes for wireless communications equipment and for the uses of radio frequencies.  Some of Airspan’s products operate in license-exempt bands, while others operate in licensed bands in different jurisdictions.  In addition, changes in laws or regulations that adversely affect existing and potential customers could lead them to delay, reduce or cancel expenditures on communications access systems, which actions would harm Airspan’s business.  In the past, anticipated customer orders have been postponed because of regulatory issues in various countries.  The resolution of those issues can be lengthy and the outcome can be unpredictable.  Some of the orders Airspan receives from customers are contingent upon their receipt of licenses from regulators, the timing of which can often be uncertain.  Depending on the jurisdiction, the receipt of licenses by Airspan’s customers may occur, if at all, a year or more after they initially seek those licenses.

At present there are few laws or regulations that specifically address Airspan’s business of providing communications access equipment.  However, future regulation may include access or settlement charges or tariffs that could impose economic burdens on Airspan’s customers and Airspan.  Airspan is unable to predict the impact, if any, that future legislation, judicial decisions or regulations in the countries in which it does business will have on its business, operating results and financial condition.

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

Personal privacy, data protection, information security and telecommunications-related laws and regulations have been widely adopted in the United States, Europe and other jurisdictions where Airspan offers its products. The regulatory frameworks for these matters, including privacy, data protection and information security matters, is rapidly evolving and is likely to remain uncertain for the foreseeable future. Airspan expects that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security and telecommunications services in the United States, the European Union and other jurisdictions in which it operates or may operate, and Airspan cannot yet determine the impact such future laws, regulations and standards may have on its business. For example, the European Commission adopted the General Data Protection Regulation, effective in May 2018, that supersedes prior EU data protection legislation, imposes more stringent EU data protection requirements and imposes greater penalties for noncompliance. Additionally, California enacted the California Consumer Privacy Act of 2018, which took effect on January 1, 2020, and broadly defines personal information, gives California residents expanded privacy rights and protections and provides for civil penalties for violations. Airspan understands that additional states as well as other countries around the world are also in the process of enacting or amending data protection, security, and privacy regulations. Airspan also expects that existing laws, regulations and standards may be interpreted in new manners in the future. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could require Airspan to modify its products, restrict its business operations, increase its costs and impair its ability to maintain and grow its channel partner base and increase its revenues. The cost of compliance with, and other burdens imposed by, the GDPR, CCPA and other new privacy laws may limit the use and adoption of Airspan’s products and services and could have an adverse impact on its business, results of operations and financial condition.

Although Airspan works to comply with applicable privacy and data security laws and regulations, industry standards, contractual obligations and other legal obligations, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. As such, Airspan cannot assure ongoing compliance with all such laws, regulations, standards and obligations. Any failure or perceived failure by Airspan to comply with applicable laws, regulations, standards or obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personally identifiable information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause channel partners to lose trust in Airspan, which could have an adverse effect on Airspan’s reputation and business.

Regulations affecting broadband infrastructure could damage demand for Airspan’s products.

Laws and regulations governing the Internet are emerging but remain largely unsettled, even in the areas where there has been some legislative action. Regulations may focus on, among other things, assessing access or settlement charges, or imposing tariffs or regulations based on the characteristics and quality of products, either of which could restrict Airspan’s business or increase its cost of doing business. Government regulatory policies are likely to continue to have a major impact on the pricing of existing and new network services and, therefore, are expected to affect demand for those services and the communications products, including Airspan’s products, supporting those services. There will likely be future government regulatory policies relating to migration to the cloud as these technologies become more prevalent in the U.S. and globally.

Any changes to existing laws or the adoption of new regulations by federal or state regulatory authorities or any legal challenges to existing laws or regulations affecting IP networks could materially adversely affect the market for Airspan’s products. Moreover, customers may require Airspan, or Airspan may otherwise deem it necessary or advisable, to alter its products to address actual or anticipated changes in the regulatory environment. Airspan’s inability to alter its products or address any regulatory changes could have a material adverse effect on its business, financial condition, results of operations and prospects.

Airspan is subject to governmental export and import controls that could impair its ability to compete in international markets and subject it to liability if Airspan is not in compliance with applicable laws.

Airspan’s technology and products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. customs regulations, the economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and applicable U.K. export and import laws and regulations. Exports, re-exports and transfers of Airspan’s products and technology must be made in compliance with these laws and regulations. U.S. and U.K. export control laws and economic sanctions include a prohibition on the shipment of certain products and technology to embargoed or sanctioned countries, governments and persons. Airspan takes precautions to prevent its products and technology from being shipped to, downloaded by or otherwise transferred to applicable sanctions targets, but its products could be shipped to those targets by its channel partners despite such precautions. If Airspan’s products are shipped to or downloaded by sanctioned targets in the future in violation of applicable export laws, Airspan could be subject to government investigations, penalties and reputational harm. Certain of Airspan’s products incorporate encryption technology and may be exported, re-exported or transferred only with the required applicable export license from the U.S. or the U.K. or through an export license exception.

If Airspan fails to comply with applicable export and import regulations, customs and trade regulations, and economic sanctions and other laws, Airspan could be subject to substantial civil and criminal penalties, including fines and incarceration for responsible employees and managers, and the possible loss of export or import privileges as well as harm its reputation and indirectly have a material adverse effect on its business, operating results and financial condition. In addition, if Airspan’s channel partners fail to comply with applicable export and import regulations, customs regulations, and economic and sanctions and other laws in connection with its products and technology, then Airspan may also be adversely affected, through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming, may result in the delay or loss of sales opportunities and approval is not guaranteed.

Failure to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”) and similar laws associated with Airspan’s activities outside the United States could subject it to penalties and other adverse consequences.

As a substantial portion of Airspan’s revenues is, and Airspan expects will continue to be, from jurisdictions outside of the United States, Airspan faces significant risks if it fails to comply with the FCPA, the Bribery Act and other laws that prohibit improper payments or offers of payment to governments and their officials and political parties by Airspan and other business entities for the purpose of obtaining or retaining business. In many countries, particularly in countries with developing economies, some of which represent significant markets for Airspan, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA, the Bribery Act or other laws and regulations. Airspan management may not be effective at preventing all potential FCPA, Bribery Act or other violations. Airspan also cannot guarantee the compliance by its channel partners, resellers, suppliers and agents with applicable U.S. laws, including the FCPA, the Bribery Act or other applicable non-U.S. laws. Therefore, there can be no assurance that none of Airspan’s employees or agents will take actions in violation of applicable laws, for which Airspan may be ultimately held responsible. As a result of Airspan’s focus on managing its growth, its development of infrastructure designed to identify FCPA and Bribery Act matters and monitor compliance is at an early stage. Any violation of the FCPA or the Bribery Act could result in severe criminal or civil sanctions, which could have a material and adverse effect on Airspan’s reputation, business, operating results and financial condition.

Airspan’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, Airspan had $182.5 million of U.S. federal and $98.4 million of state net operating loss carryforwards available to reduce future taxable income. Of the $182.5 million in U.S. federal operating loss carryforwards, $15.4 million will be carried forward indefinitely for U.S. federal tax purposes and $131.1 million will expire between 2021 and 2037. The $98.4 million in state operating loss carryforwards will expire between 2021 and 2039. It is possible that Airspan will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in Airspan’s ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. To the extent Airspan is not able to offset future taxable income with its net operating losses, Airspan’s cash flows may be adversely affected.

Risks Related to Being a Public Company

Airspan’s management team has had limited experience managing and operating a public company since the period when Airspan was a public company, which ended in 2009.

Most of the members of Airspan’s management team have had limited experience managing and operating a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies since the period when Airspan was a public company, which ended in 2009. Airspan’s management team may not successfully or efficiently manage their new responsibilities. Airspan’s transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Airspan’s senior management and could divert their attention away from the day-to-day management of Airspan’s business. Airspan may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies. The development and implementation of the standards and controls necessary for the Post-Combination Company to achieve the level of accounting standards required of a public company may require costs greater than expected. It is expected that the Post-Combination Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods. These factors could adversely affect the Post-Combination Company’s business, financial condition, and operating results.

Airspan’s directors and officers may have interests in the Business Combination different from the interests of Airspan’s stockholders.

Executive officers and directors of Airspan negotiated the terms of the Business Combination Agreement with their counterparts at New Beginnings, and the Airspan Board of Directors has considered the Business Combination and the terms of the Business Combination Agreement and unanimously approved and declared that the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, are advisable and in the best interest of Airspan and its stockholders and recommended that Airspan Stockholders approve the Airspan Business Combination Proposal. In considering these facts and the other information contained in this proxy statement/prospectus/consent solicitation statement, you should be aware that Airspan’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Airspan’s stockholders. The Airspan Board of Directors was aware of and considered these interests to the extent that such interests existed at the time, among other matters, in reaching the determination to unanimously approve the terms of the Business Combination and in recommending to Airspan’s stockholders that they vote to approve the Airspan Business Combination Proposal. For a detailed discussion of the interests that Airspan’s directors and executive officers may have in the Business Combination, please see the section entitled “The Business Combination — Interests of Airspan’s Directors and Executive Officers in the Business Combination.”

Risks Related to New Beginnings and the Business Combination

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

In connection with the closing of the Business Combination, we intend to list the Post-Combination Company’s common stock and warrants on the NYSE American under the symbols “MIMO” and “MIMO WS,” respectively. The Post-Combination Company’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, the NYSE American delists the Post-Combination Company’s shares from trading on its exchange for failure to meet the listing standards, the Post-Combination Company and its stockholders could face significant material adverse consequences including:

Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and the price of the Post-Combination Company’s securities, which could cause you to lose some or all of your investment.

Although New Beginnings has conducted due diligence on Airspan, this diligence may not surface all material issues that may be present with Airspan’s business. Factors outside of Airspan’s and outside of New Beginnings’ control may, at any time, arise. As a result of these factors, the Post-Combination Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Post-Combination Company reporting losses. Even if New Beginnings’ due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Post-Combination Company’s liquidity, the fact that the Post-Combination Company reports charges of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. In addition, charges of this nature may cause the Post-Combination Company to be unable to obtain future financing on favorable terms or at all.

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

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New Beginnings’ securities prior to the Closing may decline. The market values of the Post-Combination Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement, or the date on which New Beginnings’ stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the Post-Combination Company’s securities could contribute to the loss of all or part of your investment. Currently, there is only a limited public market for Airspan Common Stock and no public market for any other series or class of Airspan Capital Stock. Accordingly, the valuation ascribed to Airspan may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the Post-Combination Company’s securities develops and continues, the trading price of the Post-Combination Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Post-Combination Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Post-Combination Company’s securities and the Post-Combination Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Post-Combination Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Post-Combination Company’s securities may include:

Broad market and industry factors may materially harm the market price of the Post-Combination Company’s securities irrespective of the Post-Combination Company’s operating performance. The stock market in general, and the NYSE American in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Post-Combination Company’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Post-Combination Company could depress the Post-Combination Company’s share price regardless of the Post-Combination Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Post-Combination Company’s securities also could adversely affect the Post-Combination Company’s ability to issue additional securities and the Post-Combination Company’s ability to obtain additional financing in the future.

The Post-Combination Company will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if the Post-Combination Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make the Post-Combination Company’s securities less attractive to investors and may make it more difficult to compare the Post-Combination Company’s performance to the performance of other public companies.

The Post-Combination Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Post-Combination Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Post-Combination Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the Post-Combination Company’s common stock that are held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of New Beginnings Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Post-Combination Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Post-Combination Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find New Beginnings Common Stock less attractive because the Post-Combination Company will rely on these exemptions, which may result in a less active trading market for the New Beginnings Common Stock and its price may be more volatile.

Additionally, the Post-Combination Company will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K promulgated by the SEC. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Post-Combination Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Post-Combination Company’s common stock held by non-affiliates is equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues is equal to or exceeds $100 million during such completed fiscal year and the market value of the Post-Combination Company’s common stock held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Post-Combination Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Post-Combination Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

The Sponsor and New Beginnings’ executive officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, executive officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and New Beginnings’ executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with New Beginnings and, in the case of the Sponsor, the Sponsor Support Agreement, to vote any shares of New Beginnings Common Stock held by them in favor of the Business Combination. We expect that the Sponsor and New Beginnings’ executive officers and directors (and their permitted transferees) will own at least approximately 23% of the issued and outstanding shares of New Beginnings Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

New Beginnings may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

The Sponsor and New Beginnings’ executive officers and directors have agreed that New Beginnings must complete its initial business combination within 12 months from the closing of its IPO, or November 3, 2021 (subject to two extensions, each by an additional three months (for a total of up to 18 months to complete an initial business combination)). New Beginnings may not be able to consummate an initial business combination within such time period. However, New Beginnings’ ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If New Beginnings is unable to consummate its initial business combination within the required time period, it will, as promptly as reasonably possible but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to the Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of its affairs, as further described herein. This redemption of Public Stockholders from the Trust Account will be effected as required by function of New Beginnings’ amended and restated certificate of incorporation and prior to any voluntary winding up.

For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on March 31, 2021, the estimated per share redemption price would have been approximately $10.10.

The Sponsor or New Beginnings’ directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of New Beginnings Common Stock.

The Sponsor or New Beginnings’ directors, executive officers or advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of New Beginnings’ shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or New Beginnings’ directors, executive officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of New Beginnings Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of New Beginnings’ securities on a national securities exchange.

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

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

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

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

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

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

New Beginnings’ Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus/consent solicitation statement.

When considering New Beginnings’ board of directors’ recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement, New Beginnings’ stockholders should be aware that the Sponsor and certain of New Beginnings’ executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of New Beginnings’ stockholders generally. These interests include:

all of which shares and warrants would become worthless if New Beginnings does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares (such waiver entered into in connection with the IPO for which the Sponsor received no additional consideration). Such shares and warrants have an aggregate market value of approximately $          million and $         million, respectively, based on the closing price of New Beginnings Common Stock of $       and the closing price of New Beginnings Warrants of $          on the NYSE American on              , 2021, the most recent practicable date;