Airspan Networks (MIMO) - 2020 Q4 - Annual Report

Part I Business New Beginnings Acquisition Corp. is a SPAC that completed its IPO in November 2020 and is pursuing a business combination with Airspan Networks Inc - The company is a blank check company formed to effect a merger, capital stock exchange, asset acquisition, or similar business combination[22] Initial Public Offering (IPO) and Trust Account Details | Metric | Value (USD) | | :--- | :--- | | IPO Gross Proceeds | $100,000,000 | | Over-Allotment Gross Proceeds | $15,000,000 | | Private Placement Gross Proceeds | $5,450,000 | | Total Amount Placed in Trust Account | $116,150,000 | | Per-Unit Amount in Trust | $10.10 | - On March 8, 2021, the company entered into a definitive business combination agreement with Airspan Networks Inc., a US-based 5G end-to-end, Open RAN hardware and software provider, with closing expected in Q3 2021[37][38][40] - In connection with the business combination, the company entered into subscription agreements for a $75 million PIPE at $10.00 per share[41] - Acquisition criteria target businesses with an enterprise value between $400 million and $600 million, strong management, and scalability[56] Risk Factors The company faces significant risks related to its pending business combination with Airspan, potential liquidation if a merger is not completed, and conflicts of interest - The consummation of the pending business combination with Airspan is subject to customary closing conditions, including stockholder approvals, regulatory approvals, and the company having at least $135 million in cash at closing[69][70][73] - The company may not be able to complete its initial business combination within the prescribed 12 to 18-month timeframe, which would result in the redemption of public shares and liquidation, rendering warrants worthless[81] - The Sponsor and its affiliates have agreed to vote in favor of the initial business combination, which increases the likelihood of approval regardless of how public stockholders vote The initial stockholders own approximately 23% of outstanding common stock[113][114] - The Sponsor has the right to extend the time to consummate a business combination by up to six months (in two three-month increments) by depositing $1,150,000 into the Trust Account for each extension, without a stockholder vote[115] - The COVID-19 pandemic could adversely affect the search for and completion of a business combination by restricting travel, meetings, and access to financing[109][111] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[185] Properties The company's principal executive offices are located in Miami, FL, and are considered adequate for current operations - The company maintains its executive offices at 800 1 Street, Unit 1, Miami, FL 33139[186] Legal Proceedings The company is not currently involved in any material litigation or governmental proceedings - There is no material litigation, arbitration, or governmental proceeding pending or known to be contemplated against the company or its management team[187] Mine Safety Disclosures This item is not applicable to the company - Not applicable[188] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's securities trade on the NYSE, with no dividends paid to date, and $116.15 million from IPO proceeds held in a trust account - The company's securities trade on the NYSE Units trade under 'NBA.U', common stock under 'NBA', and warrants under 'NBA WS'[191] - No cash dividends have been paid to date, and none are intended to be paid prior to the completion of the initial business combination[193] - Gross proceeds from the IPO, over-allotment, and private placements totaled $120,450,000, of which $116,150,000 was placed in the Trust Account[197][198][199] Selected Financial Data This item is not applicable as the company is a smaller reporting company - Not applicable[200] Management's Discussion and Analysis of Financial Condition and Results of Operations The company, a blank check entity, reported a net loss of $202,686 for 2020, with $116.15 million in its trust account and sufficient operating funds - For the period from August 20, 2020 (inception) to December 31, 2020, the company had a net loss of $202,686, consisting of $215,159 in operating costs offset by $12,473 in interest income[209] - As of December 31, 2020, the company had $1,184,215 cash held outside the Trust Account and $116,150,000 in cash and marketable securities held in the Trust Account[212][213] - The company has an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, and administrative services, which began on October 29, 2020[217] - The company accounts for its 10,748,854 shares of common stock subject to possible redemption as temporary equity on the balance sheet[219] Quantitative and Qualitative Disclosures About Market Risk The company's market risk is limited to interest rate risk on trust account funds, which are minimally exposed due to short-term U.S. government investments - The net proceeds from the IPO held in the Trust Account are invested in U.S. government treasury bills with maturities of 185 days or less or in money market funds Due to the short-term nature of these investments, the company believes there is no material exposure to interest rate risk[224] Financial Statements and Supplementary Data This section incorporates the company's financial statements by reference, located at the end of the report - The financial statements required by this item are set forth following Item 15 of this Report[225] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes or disagreements with its accountants on financial disclosure - None[226] Controls and Procedures Management concluded disclosure controls were effective as of December 31, 2020, with no material changes to internal controls over financial reporting - The Chief Executive Officer concluded that as of December 31, 2020, the company's disclosure controls and procedures were effective[228] - There were no changes in internal control over financial reporting during the quarter ended December 31, 2020, that materially affected, or are reasonably likely to materially affect, internal controls[230] Other Information This item is not applicable - Not applicable[232] Part III Directors, Executive Officers and Corporate Governance The company is led by Chairman Russell W. Galbut and CEO Michael S. Liebowitz, with a six-member board including four independent directors and established committees - The executive team includes Russell W. Galbut as Chairman and Michael S. Liebowitz as CEO and Director[235] - The board of directors has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each composed of independent directors[245] - The board has determined that Benjamin Garrett, Frank A. Del Rio, Perry Weitz, and Kate Walsh are independent directors[281] Executive Compensation Executive officers receive no cash compensation, while an affiliate of the Sponsor receives a monthly fee for administrative services and expenses may be reimbursed - No officers have received any cash compensation for services rendered An affiliate of the Sponsor is paid $10,000 per month for office space and administrative support[260] - The Sponsor, officers, and directors may be reimbursed for out-of-pocket expenses related to the business combination Up to $1,500,000 in working capital loans from the Sponsor may be converted into units at $10.00 per unit[260] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The Sponsor, New Beginnings Sponsor, LLC, is the largest beneficial owner of common stock at 22.6%, with other significant institutional investors noted Beneficial Ownership | Name of Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | New Beginnings Sponsor, LLC | 22.6% | | Russell W. Galbut (Chairman) | 22.6% | | Michael S. Liebowitz (CEO) | 22.6% | | All executive officers and directors as a group | 22.6% | | Weiss Asset Management LP | 9.92% | | Polar Asset Management Partners Inc. | 7.5% | | Hudson Bay Capital Management LP | 6.7% | | Basso SPAC Fund LLC | 5.05% | Certain Relationships and Related Transactions, and Director Independence Related party transactions include the Sponsor's purchase of Founder Shares, potential working capital loans, and a monthly administrative fee, with four independent directors on the board - The Sponsor purchased 2,875,000 Founder Shares for an aggregate price of $25,000[268] - The Sponsor may provide Working Capital Loans up to $1,500,000, which are convertible into units at $10.00 per unit at the lender's option upon completion of a business combination[273] - The company has determined that four of its six directors are independent as defined by NYSE American listing standards[281] Principal Accounting Fees and Services This section summarizes fees paid to Marcum LLP, the independent registered public accounting firm, primarily for audit services through December 31, 2020 Auditor Fees (Marcum LLP) for period from Aug 20, 2020 to Dec 31, 2020 | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $66,950 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV Exhibits, Financial Statement Schedules This section lists documents filed as part of the Form 10-K, including the Business Combination Agreement and financial statements Financial Statements Audited financial statements for 2020 show a net loss from operating costs, with the balance sheet primarily reflecting cash and securities held in the trust account Balance Sheet as of December 31, 2020 | Category | Amount (USD) | | :--- | :--- | | Assets | | | Cash and securities held in Trust Account | $116,162,473 | | Total Assets | $117,661,907 | | Liabilities & Equity | | | Deferred underwriting discount | $4,025,000 | | Total Liabilities | $4,121,248 | | Common stock subject to possible redemption | $108,540,654 | | Total stockholders' equity | $5,000,005 | Statement of Operations (Aug 20, 2020 - Dec 31, 2020) | Category | Amount (USD) | | :--- | :--- | | Formation and operating costs | $215,159 | | Interest Income | $12,473 | | Net loss | ($202,686) | Statement of Cash Flows (Aug 20, 2020 - Dec 31, 2020) | Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($434,130) | | Net cash used in investing activities | ($116,150,000) | | Net cash provided by financing activities | $117,768,345 | | Net Change in Cash | $1,184,215 | - The company announced the execution of a Business Combination agreement with Airspan Networks Inc. on March 8, 2021[327]