お知らせ • Aug 17
Airspan Networks Inc. (OTCPK:AIRO) completed the acquisition of New Beginnings Acquisition Corp. (AMEX:NBA) ("NBA") from New Beginnings Sponsor, LLC ("NBA Sponsor") and others in a reverse merger transaction.
Airspan Networks Inc. (OTCPK:AIRO) executed the letter of intent to acquire New Beginnings Acquisition Corp. (AMEX:NBA) ("NBA") from New Beginnings Sponsor, LLC ("NBA Sponsor") and others in a reverse merger transaction on January 17, 2021. Airspan Networks Inc. (OTCPK:AIRO) entered into a business combination agreement to acquire New Beginnings Acquisition Corp. (AMEX:NBA) ("NBA") from New Beginnings Sponsor, LLC ("NBA Sponsor") and others in a reverse merger transaction on March 8, 2021. The aggregate transaction consideration to be paid in the Business Combination will be (i) a number of shares of New Beginnings Common Stock (including shares of New Beginnings Common Stock underlying stock options, shares of restricted stock and restricted stock units) equal to $682 million, divided by $10, (ii) 3,000,000 Post-Combination Company $12.5 Warrants (as defined below), (iii) 3,000,000 Post-Combination Company $15 Warrants (as defined below), (iv) 3,000,000 Post-Combination Company $17.5 Warrants (as defined below) and (v) $17,500,000 in cash. Airspan’s existing stockholders will hold approximately 75%, NBA public shareholders will hold 13%, PIPE investers will hold 8% and NBA Sponsor will hold 4% of the fully diluted shares of common stock in the combined company, immediately following the closing of the business combination. The agreement is expected to provide approximately $166 million of net proceeds to the combined company, including proceeds from a $75 million PIPE transaction. Upon completion, NBA will be renamed “Airspan Networks Holdings Inc.,” a publicly listed company, which is expected to be listed on the NYSE American with the ticker symbol “MIMO.” In the event of termination, Airspan Networks is required to pay a termination fee in the amount of $21 million.
The transaction is subject to approval of NBA's shareholders and Airspan’s shareholders, all required approvals being obtained from all governmental authorities, all members of Airspan Networks Board shall have executed written resignations effective as of the effective time, expiration of Hart-Scott-Rodino waiting periods, the effectiveness of NBA’s registration statement with the Securities and Exchange Commission, delivery of a duly executed copy of the Registration Rights and Lock-Up agreement, Stockholders agreement, the shares issued as consideration shall have been approved for listing on NYSE American or the New York Stock Exchange, the officers of NBA and the members of the NBA Board shall have executed written resignations effective as of the effective time and the amount of cash held by NBA in the aggregate, whether in or outside the trust account, shall be equal to at least $135 million. The transaction has been unanimously approved by the board of directors of both NBA and Airspan. The New Beginnings board of directors unanimously recommends that New Beginnings’ stockholders vote “FOR” the Business Combination Proposal. The meeting of the shareholders of New Beginnings Acquisition is scheduled on August 7, 2021. As of July 26, 20021, the Securities and Exchange Commission has declared effective the registration statement on Form S-4 filed with the SEC in connection with the proposed business combination. New Beginning’s stockholders approved the Business Combination Proposal, listing rules of the NYSE American, governance proposal relating to current amended and restated certificate of incorporation and the Proposed Certificate of Incorporation and the Charter Amendment Proposal on August 11, 2021. The transaction is expected to close in the third quarter of 2021. As of August 11, 2021, the closing of the business combination is anticipated to be finalized on or about August 13, 2021.
J.P. Morgan Securities LLC acted as exclusive financial advisor while Ted Farris and Brian R. Rosenau of Dorsey & Whitney LLP acted as legal advisors to Airspan Networks. Alan I. Annex and Daniella G. Silberstein of Greenberg Traurig acted as legal advisors to New Beginnings Acquisition Corp. Mayer Brown is serving as J.P. Morgan Securities LLC’s legal counsel. Morrow & Co., LLC is the proxy solicitor of New Beginnings Acquisition Corp. for a fee of $27,500. Continental Stock Transfer & Trust Company is acting as transfer agent of New Beginnings Acquisition Corp.
Airspan Networks Inc. (OTCPK:AIRO) completed the acquisition of New Beginnings Acquisition Corp. (AMEX:NBA) ("NBA") from New Beginnings Sponsor, LLC ("NBA Sponsor") and others in a reverse merger transaction on August 16, 2021. The combined company has been renamed Airspan Networks Holdings Inc. (“Airspan”) and will begin trading on the NYSE American today, under the ticker symbol “MIMO” for Airspan common stock and “MIMO WS,” “MIMO WSA,” “MIMO WSB” and “MIMO WSC” for Airspan’s classes of outstanding warrants.