☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ ~~Yes~~No ☒ ~~No ☐~~

As of ~~August 12,~~November 5, 2021, ~~14,920,000~~72,024,437 shares of the registrant’s common stock, par value $0.0001 per share, were issued and outstanding.

AIRSPAN NETWORKS HOLDINGS INC.

~~NEW BEGINNINGS ACQUISITION CORP.~~

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2021 ~~(unaudited)~~ and December 31, 2020	1

	Unaudited Condensed Consolidated Statements of ~~Loss~~Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020	3

	Unaudited Condensed ~~Statement~~Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020	45

	Notes to Unaudited Condensed Consolidated Financial Statements	57

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1931

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2347

Item 4.	Controls and Procedures	2448


PART II. OTHER INFORMATION		25

Item 1.	Legal Proceedings	2550

Item 1A.	Risk Factors	2550

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2550

Item 3.	Defaults Upon Senior Securities	2550

Item 4.	Mine Safety Disclosures	2550

Item 5.	Other Information	2550

Item 6.	Exhibits	2551

SIGNATURES
~~SIGNATURES~~		2652

INTRODUCTORY NOTE

On August 13, 2021 (the “Closing”), New Beginnings Acquisition Corp., a Delaware corporation (“New Beginnings”), Artemis Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of New Beginnings (“Merger Sub”), and Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”), consummated their previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of March 8, 2021 (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, on the Closing Date, (i) New Beginnings changed its name to “Airspan Networks Holdings Inc.” (the “Company”) and (ii) shares of Legacy Airspan capital stock issued and outstanding immediately prior to the Closing (including shares of Legacy Airspan capital stock issued pursuant to the net exercise of warrants to purchase Legacy Airspan capital stock, but excluding shares of Legacy Airspan restricted stock that were not Legacy Airspan accelerated restricted stock) were automatically converted into and became the right to receive 59,726,486 shares of Common Stock and 9,000,000 of our Post-Combination Warrants (as defined below).

~~NEW BEGINNINGS ACQUISITION CORP.~~PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AIRSPAN NETWORKS HOLDINGS INC.

UNAUDITED CONDENSED consolidated BALANCE SHEETS

(in thousands, except for share data)

June 30,
2021 December 31,
2020
(unaudited)
Assets
Current asset - cash $ 68,386 $ 1,184,215
Prepaid assets 283,063 315,219
Total current assets 351,449 1,499,434
Investment held in Trust Account 116,181,780 116,162,473
Total Assets $ 116,533,229 $ 117,661,907

Liabilities and Stockholders’ Equity
Accounts payable $ 1,591,223 $ 96,248
Due to related party 10,000 —
Total current liabilities 1,601,223 96,248
Warrant liability 14,400,570 12,372,000
Deferred underwriting discount 4,025,000 4,025,000
Total liabilities 20,026,793 16,493,248

Commitments
Common stock subject to possible redemption, 9,060,042 and 9,521,649 shares at redemption value at June 30, 2021 and December 31, 2020, respectively 91,506,431 96,168,654

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding — —
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,859,958 and 5,398,351 shares issued and outstanding (excluding 9,060,042 and 9,521,649 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively 586 540
Additional paid-in capital 5,569,218 907,041
(Accumulated deficit) Retained earnings (569,799 ) 4,092,424
Total stockholders’ equity 5,000,005 5,000,005

Total Liabilities and Stockholders’ Equity $ 116,533,229 $ 117,661,907


	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	85,058		$	18,196
Restricted cash		186			422
Accounts receivable, net of allowance of $243 and $374 at September 30, 2021 and December 31, 2020, respectively		53,438			71,621
Inventory		13,976			12,019
Prepaid expenses and other current assets		11,738			7,602
Total current assets		164,396			109,860
Property, plant and equipment, net		6,900			4,833
Goodwill		13,641			13,641
Intangible assets, net		6,732			7,629
Right- of- use assets, net		7,144			7,882
Other non-current assets		3,831			3,837
Total assets	$	202,644		$	147,682

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	24,700		$	36,849
Deferred revenue		5,045			7,521
Other accrued expenses		28,137			22,538
Subordinated debt		10,445			10,065
Current portion of long-term debt		281			298
Total current liabilities		68,608			77,271
Long-term debt		-			2,087
Subordinated term loan - related party		37,149			34,756
Senior term loan		39,978			36,834
Convertible debt		40,748			-
Other long-term liabilities		22,230			17,147
Total liabilities		208,713			168,095

Commitments and contingencies (Note 13)		-			-

Stockholders’ deficit:
Common stock, $0.0001 par value; 250,000,000 shares authorized; 72,024,437 and 59,710,047 shares issued and outstanding at September 30, 2021 and December 31, 2020		7			6
Additional paid-in capital		740,169			674,906
Accumulated deficit		(746,245	)		(695,325	)
Total stockholders’ deficit		(6,069	)		(20,413	)
Total liabilities and stockholders’ deficit	$	202,644		$	147,682

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~NEW BEGINNINGS ACQUISITION CORP.~~AIRSPAN NETWORKS HOLDINGS INC.

UNAUDITED CONDENSED consolidated STATEMENTS OF OPERATIONS


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020

Revenues:
Products and software licenses	$	32,447		$	25,227		$	106,487		$	60,520
Maintenance, warranty and services		6,476			10,811			20,419			30,889
Total revenues		38,923			36,038			126,906			91,409

Cost of revenues:
Products and software licenses		20,990			17,344			66,605			41,179
Maintenance, warranty and services		825			1,349			3,021			3,446
Total cost of revenues		21,815			18,693			69,626			44,625
Gross profit		17,108			17,345			57,280			46,784

Operating expenses:
Research and development		17,529			13,239			47,427			38,952
Sales and marketing		10,315			7,051			25,157			21,464
General and administrative		19,347			4,043			28,247			11,990
Amortization of intangibles		299			596			897			1,374
Loss on sale of assets		-			-			-			22
Total operating expenses		47,490			24,929			101,728			73,802

Loss from operations		(30,382	)		(7,584	)		(44,448	)		(27,018	)

Interest expense, net		(3,630	)		(1,480	)		(8,580	)		(4,676	)
Gain on extinguishment of debt		-			-			2,096			-
Other income (expense), net		7,516			(685	)		636			(1,925	)

Loss before income taxes		(26,496	)		(9,749	)		(50,296	)		(33,619	)

Income tax expense		(457	)		(172	)		(624	)		(370	)

Net loss	$	(26,953	)	$	(9,921	)	$	(50,920	)	$	(33,989	)

Loss per share - basic and diluted	$	(0.41	)	$	(0.17	)	$	(0.82	)	$	(0.57	)
Weighted average shares outstanding - basic and diluted		66,276,223			59,710,047			61,923,661			59,710,047

~~UNAUDITED CONDENSED STATEMENTS OF LOSS~~

For the Three Months Ended
June 30,
2021 For the Six Months Ended
June 30,
2021
Formation and operating costs $ 2,071,796 $ 2,652,960
Loss from operations (2,071,796 ) (2,652,960 )

Other income (expense)
Interest Income 5,189 19,307
Unrealized loss on change in fair value of warrants (5,638,820 ) (2,028,570 )
Total other expense (5,633,631 ) (2,009,263 )

Net loss $ (7,705,427 ) $ (4,662,223 )

Basic and diluted weighted average shares outstanding, common stock subject to redemption 9,822,956 9,673,135
Basic and diluted net loss per share $ 0.00 $ 0.00

Basic and diluted weighted average shares outstanding, common stock 5,097,044 5,246,865
Basic and diluted net loss per share $ (1.51 ) $ (0.89 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~NEW BEGINNINGS ACQUISITION CORP.~~AIRSPAN NETWORKS HOLDINGS INC.

UNAUDITED CONDENSED ~~STATEMENT~~consolidated STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

~~FOR THE THREE AND SIX MONTHS ENDED june 30, 2021~~

Additional Total
Common Stock Paid-In Retained Stockholders’
Shares Amount Capital Earnings Equity

Balance as of December 31, 2020 5,398,351 $ 540 $ 907,041 $ 4,092,424 $ 5,000,005
Change in common stock subject to possible redemption (301,307 ) (30 ) (3,043,174 ) — (3,043,204 )
Net income — — — 3,043,204 3,043,204
Balance as of March 31, 2021 5,097,044 510 (2,136,133 ) 7,135,628 5,000,005
Change in common stock subject to possible redemption 762,914 76 7,705,351 — 7,705,427
Net loss — — — (7,705,427 ) (7,705,427 )
Balance as of June 30, 2021 5,859,958 $ 586 $ 5,569,218 $ (569,799 ) $ 5,000,005


	September 30, 2021
	Convertible Preferred Stock
	Series B Shares		Series B-1 Shares			Series C Shares		Series C-1 Shares			Series D Shares			Series D-1 Shares			Series D-2 Shares			Series E Shares			Series E-1 Shares			Series F Shares			Series F-1 Shares			Series G Shares			Series H Shares			Total Shares			Total Mezzanine Equity

Balance at December 31, 2020 (as previously reported)		-		72,123			-		416,667			1,080,993			325,203			370,000			615,231			393,511			352,076			46,325			740,987			168,288			4,581,404		$	363,481
Retrospective application of the recapitalization due to the Business Combination (Note 3)		-		(72,123	)		-		(416,667	)		(1,080,993	)		(325,203	)		(370,000	)		(615,231	)		(393,511	)		(352,076	)		(46,325	)		(740,987	)		(168,288	)		(4,581,404	)	$	(363,481	)
Balance at December 31, 2020, effect of Business Combination (Note 3)		-		-			-		-			-			-			-			-			-			-			-			-			-			-		$	-

Balance at March 31, 2021		-		-			-		-			-			-			-			-			-			-			-			-			-			-		$	-

Balance at June 30, 2021		-		-			-		-			-			-			-			-			-			-			-			-			-			-		$	-

Balance at September 30, 2021		-		-			-		-			-			-			-			-			-			-			-			-			-			-		$	-


	September 30, 2021
	Legacy Airspan Common Stock								Common Stock				Additional
	Common Shares			Common B Shares			Par Value		Shares		Amount		Paid-In Capital		Accumulated Deficit			Total
Balance at December 31, 2020 (as previously reported)		202,582			466,952		$	-		-	$	-	$	311,431	$	(695,325	)	$	(383,894	)
Retrospective application of the recapitalization due to the Business Combination (Note 3)		(202,582	)		(466,952	)		-		59,710,047		6		363,475		-			363,481
Balance at December 31, 2020, effect of Business Combination (Note 3)		-			-		$	-		59,710,047	$	6	$	674,906		(695,325	)		(20,413	)
Net loss		-			-			-		-		-		-		(13,549	)		(13,549	)
Issuance of Series H preferred stock, net of issuance costs		-			-			-		-		-		653		-			653
Share-based compensation expense		-			-			-		-		-		661		-			661
Balance at March 31, 2021		-			-		$	-		59,710,047	$	6	$	676,220	$	(708,874	)	$	(32,648	)
Net loss		-			-			-		-		-		-		(10,418	)		(10,418	)
Exercise of common stock options		-			-			-		14,277		-		69		-			69
Share-based compensation expense		-			-			-		-		-		828		-			828
Balance at June 30, 2021		-			-		$	-		59,724,324	$	6	$	677,117	$	(719,292	)	$	(42,169	)
Net loss		-			-			-		-		-		-		(26,953	)		(26,953	)
Exercise of common stock options		-			-			-		2,162		-		10		-			10
Extinguishment of pre-combination warrant liability in connection with the Reverse Recapitalization		-			-			-		-		-		10,284		-			10,284
Business Combination and PIPE financing, net of redemptions and equity issuance costs of $26.2 million		-			-			-		12,297,951		1		52,097		-			52,098
Share-based compensation expense		-			-			-		-		-		661		-			661
Balance at September 30, 2021		-			-		$	-		72,024,437	$	7	$	740,169	$	(746,245	)	$	(6,069	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~NEW BEGINNINGS ACQUISITION CORP.~~

AIRSPAN NETWORKS HOLDINGS INC.

UNAUDITED CONDENSED ~~STATEMENT~~consolidated STATEMENTS OF ~~CASH FLOWS~~CHANGES IN STOCKHOLDERS’ EQUITY

(continued)

For the Six Months Ended
June 30,
2021
Cash Flows from Operating Activities:
Net loss $ (4,662,223 )
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account (19,307 )
Unrealized loss on change in fair value of warrants 2,028,570
Changes in current assets and current liabilities:
Prepaid assets 32,156
Accounts payable 1,494,975
Due to related party 10,000
Net cash used in operating activities (1,115,829 )

Cash Flows from Investing Activities:
Proceeds from sale of investment held in Trust Account 116,180,000
Investment held in Trust Account (116,180,000 )
Net cash provided by investing activities -

Net Change in Cash (1,115,829 )
Cash - Beginning 1,184,215
Cash - Ending $ 68,386

Supplemental Disclosure of Non-cash Financing Activities:
Change in value of common stock subject to possible redemption $ (4,662,223 )


	September 30, 2020
	Convertible Preferred Stock
	Series B Shares			Series B-1 Shares		Series C Shares			Series C-1 Shares		Series D Shares			Series D-1 Shares			Series D-2 Shares		Series E Shares			Series E-1 Shares			Series F Shares			Series F-1 Shares			Series G Shares		Series H Shares		Total Shares			Total Mezzanine Equity

Balance at December 31, 2019 (as previously reported)		72,123			-		416,667			-		1,450,993			325,203			-		615,231			393,511			352,076			46,325			-		-		3,672,129		$	309,923
Retrospective application of the recapitalization due to the Business Combination (Note 3)		(72,123	)				(416,667	)				(1,450,993	)		(325,203	)				(615,231	)		(393,511	)		(352,076	)		(46,325	)						(3,672,129	)	$	(309,923	)
Balance at December 31, 2019, effect of Business Combination (Note 3)		-			-		-			-		-			-			-		-			-			-			-			-		-		-		$	-

Balance at March 31, 2020		-			-		-			-		-			-			-		-			-			-			-			-		-		-		$	-

Balance at June 30, 2020		-			-		-			-		-			-			-		-			-			-			-			-		-		-		$	-

Balance at September 30, 2020		-			-		-			-		-			-			-		-			-			-			-			-		-		-		$	-


	September 30, 2020
	Legacy Airspan Common Stock								Common Stock				Additional
	Common Shares			Common B Shares			Par Value		Shares		Amount		Paid-In Capital		Accumulated Deficit			Total
Balance at December 31, 2019 (as previously reported)		202,582			466,952		$	-		-	$	-	$	308,788	$	(669,682	)	$	(360,894	)
Retrospective application of the recapitalization due to the Business Combination (Note 3)		(202,582	)		(466,952	)		-		59,710,047		6		363,475		-			363,481
Balance at December 31, 2019, effect of Business Combination (Note 3)		-			-		$	-		59,710,047	$	6	$	672,263		(669,682	)		2,587
Net loss		-			-			-		-		-		-		(13,015	)		(13,015	)
Share-based compensation expense		-			-			-		-		-		492		-			492
Balance at March 31, 2020		-			-		$	-		59,710,047	$	6	$	672,755	$	(682,697	)	$	(9,936	)
Net loss		-			-			-		-		-		-		(11,053	)		(11,053	)
Share-based compensation expense		-			-			-		-		-		495		-			495
Balance at June 30, 2020		-			-		$	-		59,710,047	$	6	$	673,250	$	(693,750	)	$	(20,494	)
Net loss		-			-			-		-		-		-		(9,921	)		(9,921	)
Share-based compensation expense		-			-			-		-		-		495		-			495
Balance at September 30, 2020		-			-		$	-		59,710,047	$	6	$	673,745	$	(703,671)		$	(29,920	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AIRSPAN NETWORKS HOLDINGS INC.

UNAUDITED CONDENSED consolidated STATEMENTS OF CASH FLOWS

(continued)


	Nine Months Ended September 30,
	2021			2020

Cash flows from operating activities:
Net loss	$	(50,920	)	$	(33,989	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,117			3,624
Foreign exchange (gain) loss on long-term debt		(8	)		12
Bad debt expense		182			-
Gain on extinguishment of debt		(2,096	)		-
Change in fair value of warrants and derivatives		(7,045	)		1,756
Share-based compensation		2,150			1,482
Total adjustments		(3,700	)		6,874
Changes in operating assets and liabilities:
Decrease in accounts receivable		18,001			7,480
(Increase) decrease in inventory		(1,957	)		4,679
(Increase) decrease in prepaid expenses and other current assets		(452	)		836
Decrease in other operating assets		6			86
(Decrease) in accounts payable		(15,799	)		(6,238	)
(Decrease) increase in deferred revenue		(2,476	)		568
Increase in other accrued expenses		5,599			483
Increase in other long-term liabilities		468			1,086
Increase in accrued interest on long-term debt		5,917			2,677
Net cash used in operating activities		(45,313	)		(15,458	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(4,287	)		(1,159	)
Net cash used in investing activities		(4,287	)		(1,159	)

Cash flows from financing activities:
Repayments under line of credit, net		-			(237	)
Borrowings under other long-term debt		-			2,073
Proceeds from the Business Combination, issuance of convertible debt and PIPE financing, net of issuance costs paid		115,501			-
Proceeds from the exercise of stock options		78			-
Proceeds from the sale of Series G stock, net		-			21,913
Proceeds from the sale of Series H stock, net		505			-
Proceeds from the issuance of Series H warrants		142			-
Net cash provided by financing activities		116,226			23,749

Net increase in cash, cash equivalents and restricted cash		66,626			7,132

Cash, cash equivalents and restricted cash, beginning of year		18,618			3,013

Cash, cash equivalents and restricted cash, end of period	$	85,244		$	10,145

AIRSPAN NETWORKS HOLDINGS INC.

UNAUDITED CONDENSED consolidated STATEMENTS OF CASH FLOWS

(CONTINUED)

	Nine Months Ended September 30,
	2021		2020

Supplemental disclosures of cash flow information
Cash paid for interest	$	8,045	$	4,623
Cash paid for income taxes	$	552	$	394

Supplemental disclosure of non-cash financing activities:
Reclassification of redeemable convertible preferred stock warrants to common stock	$	10,284	$	-
Non-cash net liabilities assumed from business combination	$	38	$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~NEW BEGINNINGS ACQUISITION CORP.~~

AIRSPAN NETWORKS HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED Consolidated FINANCIAL STATEMENTS

BUSINESS AND BASIS OF PRESENTATION

~~AS OF JUNE 30,~~Business

On August 13, 2021 ~~AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021~~

~~NOTE 1 —~~ ~~ORGANIZATION AND BUSINESS OPERATIONS~~

~~Organization and General~~

(the “Closing”), Airspan Networks Holdings Inc. (formerly New Beginnings Acquisition Corp.) (the “Company”) ~~is a newly organized blank check company incorporated as~~consummated its previously announced business combination transaction (the “Business Combination”) pursuant to the business combination agreement (the “Business Combination Agreement”), dated March 8, 2021, by and among the Company, Artemis Merger Sub Corp., a Delaware corporation ~~on August 20, 2020. The Company was formed for the purpose~~(“Merger Sub”) and wholly-owned direct subsidiary of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period from August 20, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense).

~~Financing~~

The registration statement for the Company’s IPO was declared effective on October 29, 2020 (the “Effective Date”) by the Securities and Exchange Commission (the “SEC”). On November 3, 2020, the Company consummated the IPO of ~~10,000,000~~ ~~units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00~~ ~~per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3.~~

~~Simultaneously with the closing of the IPO, the Company consummated the sale of~~ ~~500,000~~ ~~private units (the “Private Units”) at a price of $10.00~~ ~~per Private Unit in a private placement to New Beginnings Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,000,000, which is described in Note 4.~~

The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase ~~1,000,000~~ ~~Units (the “Over-Allotment Units”), and on November 12, 2020, the underwriters fully exercised the over-allotment option to purchase the remaining~~ ~~500,000~~ ~~Over-Allotment Units, generating an aggregate of gross proceeds of $15,000,000, and incurred $300,000~~ ~~in cash underwriting fees.~~

~~Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of~~ ~~45,000~~ ~~Private Units to the Sponsor, at a purchase price of $~~10 ~~per Private Units, generating gross proceeds of $450,000~~.

~~Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Units, a total of $116,150,000~~ ~~($10.10 per Unit) was placed in the Trust Account (as defined below).~~

~~Transaction costs amounted to $6,731,655~~ ~~consisting of $2,300,000~~ ~~of underwriting fee, $4,025,000~~ ~~of deferred underwriting fee, and $406,655~~ ~~of other offering costs.~~

~~Trust Account~~

Following the closing of the IPO on November 3, 2020 and the exercise of the over-allotment option, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a trust account (the “Trust Account”), which can only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $~~100,000~~ of interest for its dissolution expenses, the proceeds from the IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of (a) the completion of a Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination) from November 3, 2020 (the “Combination Period”), the closing of the IPO.

~~Initial Business Combination~~

~~The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least~~ 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any placement shares and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares, any placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

~~On March 8, 2021,~~ the Company, and Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”), jointly issued a press release announcing the execution of a Business Combination agreement (the “Agreement”) among the Company, Airspan, and Artemis Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into Airspan, with Airspan surviving the Merger as a wholly-owned direct subsidiary of the Company.

(See Note 3).

The Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the initial Business Combination and the other transactions contemplated thereby.

~~The initial Business Combination will become effective by the filing of a certificate of merger~~In connection with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger. The parties will hold the Closing (defined below) immediately prior to such filing of a certificate of merger, on the date to be specified by the Company and Airspan, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than the third business day after the satisfaction or, if permissible, waiver, of each of the conditions to the completionclosing of the Business Combination, ~~(or on such other date, time or place as~~ the Company changed its name to Airspan Networks Holdings Inc.. Unless the context otherwise requires, references to “Airspan”, the “Company”, “us”, “we”, “our” and ~~Airspan may mutually agree).~~

Upon the closing of the initial Business Combination (the “Closing”), each share Airspan Common Stock, Airspan Class B Common Stock, Airspan Class C Common Stock and Airspan Preferred Stock (collectively, “Airspan Capital Stock”) issued and outstanding immediatelyany related terms prior to the Closing ~~(including those issued pursuant~~of the Business Combination are intended to mean Legacy Airspan and its consolidated subsidiaries, and after the ~~net exercise~~Closing of ~~warrants~~the Business Combination, Airspan Networks Holdings Inc. and its consolidated subsidiaries. In addition, unless the context otherwise requires, references to ~~purchase such shares, but excluding shares of restricted Airspan Common Stock or Airspan Class B Common Stock (collectively, “Airspan Restricted Stock”) that~~“New Beginnings” and “NBA” are ~~not restricted shares Airspan Class B Common Stock immediately~~references to New Beginnings Acquisition Corp., the Company’s name prior to Closing.

The Company designs and produces wireless network equipment for 4G and 5G networks for both mainstream public telecommunications service providers and private network implementations. Airspan provides Radio Access Network (“RAN”) products based on Open Virtualized Cloud Native Architectures, that support technologies including 5G new radio (“5G NR”) and Long Term Evolution (“LTE”), and Fixed Wireless standards, operating in licensed, lightly-licensed and unlicensed frequencies.

The market for the ~~Closing granted under~~Company’s wireless systems includes mobile carriers, other public network operators and private and government network operators for command and control in industrial and public safety applications such as smart utilities, defense, transportation, mining and oil and gas. The Company’s strategy applies the ~~Airspan Networks Inc. 2009 Omnibus Equity Compensation Plan that~~same network technology across all addressable sectors.

The Company’s main operations are ~~held by a person who is not a service provider to Airspan or any subsidiary of Airspan as of~~in Slough, United Kingdom (“U.K.”); Mumbai and Bangalore, India; Tokyo, Japan; Airport City, Israel; Santa Clara, California; and the date of the Agreement) will automatically be converted into and become the right to receive the number of shares of common stock of the post-combination company and warrants of the post-combination company as provided forCompany’s corporate headquarters are in the ~~Agreement.~~United States (“U.S.”) in Boca Raton, Florida.

Basis of Presentation and Principles of Consolidation

The ~~aggregate transaction consideration to be paid in~~accompanying condensed financial statements include the ~~initial Business Combination will be (i) a number of shares of common stock~~accounts of the Company, ~~(including shares~~its wholly-owned subsidiaries and Airspan IP Holdco LLC (“Holdco”) – 99.8% owned by Airspan. Non-controlling interest in the results of ~~common stock~~operations of consolidated subsidiaries represents the minority equity holders’ share of the ~~Company underlying stock options, shares~~profit or loss of ~~restricted stock~~Holdco. The non-controlling interest in net assets of this subsidiary, and ~~restricted stock units) equal to $682,500,000, divided by $10.00, (ii) 3,000,000 warrants to purchase shares of common stock of~~ the post-combination company, with each warrant exercisable for one share of common stock of the post-combination company at an exercise price of $12.50, (iii) 3,000,000 warrants to purchase shares of common stock of the post-combination company, with each warrant exercisable for one share of common stock of the post-combination company at an exercise price of $15.00, (iv) 3,000,000 warrants to purchase shares of common stock of the post-combination company, with each warrant exercisable for one share of common stock of the post-combination company at an exercise price of $17.50 and (v) $17,500,000 in cash. The aggregate transaction consideration will be allocated among the holders of shares of Airspan Capital Stock (including holders of shares of Airspan Capital Stock issued pursuantnet income or loss attributable to the net exercise of warrants to purchase Airspan Capital Stock and holders of shares of Airspan Restricted Stock), holders of Airspan stock options and participants in Airspan’s management incentive plan.

~~Liquidity and Capital Resources~~

~~As of June 30, 2021,~~non-controlling interest, were not recorded by the Company ~~had cash outside the Trust Account of $68,386 available for working capital needs.~~as they are considered immaterial. All ~~remaining cash held~~significant inter-company balances and transactions have been eliminated in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

~~Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000~~ ~~from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $120,000~~ ~~which were repaid upon the IPO (as described in Note 5) and the remaining net proceeds from the IPO, the sale of the Over-allotment Units and the sale of Private Units (as described in Note 3 and 4).~~

consolidation. The Company anticipates that the $68,386 outside of the Trust Account as of June 30, 2021, will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders (as defined in Note 4), the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business. The Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~Going Concern Consideration~~

~~As of June 30, 2021, the Company had $68,386~~ ~~in cash and a working capital deficiency of $1,249,774~~. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of theaccompanying condensed financial statements. Management plans to address this uncertainty through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful. The condensedconsolidated financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty.~~

~~NOTE 2 —~~ ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

~~The accompanying unaudited condensed financial statements are presented in U.S. dollars~~have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) ~~for~~.

The Company’s interim ~~financial information in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in~~condensed consolidated financial statements ~~prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules~~ and ~~regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP.~~related notes are unaudited. In the opinion of management, ~~the unaudited condensed~~all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim financial statements ~~reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and~~have been included. The results ~~for the periods presented. Operating results for the three and six months ended June 30, 2021~~reported in these interim financial statements are not necessarily indicative of the results that may be ~~expected through December 31, 2021.~~

~~The accompanying unaudited~~reported for the entire year. Certain information and footnote disclosures required by GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the ~~audited~~consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K ~~filed with the SEC on March 31, 2021,~~ as ~~amended by the 10-K/A filed with the SEC on May 14, 2021,~~of and for the ~~fiscal~~ year ended December 31, ~~2020.~~2020, and Legacy Airspan’s financial statements as of and for the year ended December 31, 2020, included in the Company’s Form S-4 registration statement (File No. 333-256137) which is available on EDGAR.

Liquidity

~~Emerging Growth~~The Company has historically incurred losses from operations. In the past, these losses have been financed through cash on hand or capital raising activities including borrowings or the sale of newly issued shares.

The Company had $164.4

million of current assets and $68.6 million of current liabilities at September 30, 2021. During the nine months ended September 30, 2021, the Company used $45.3 45,313 million in cash flow from operating activities. The Company is ~~an “emerging growth company,”~~investing heavily in 5G research and development and the Company expects to continue to use cash from operations during the remainder of 2021 and through the first half of 2022. Cash on hand and borrowing capacity under the Fortress Credit Agreement (see Note 9) may not allow the Company to reasonably expect to meet its forecasted cash requirements.

Going concern

The accompanying condensed consolidated financial statements have been prepared and are presented assuming the Company’s ability to continue as ~~defined~~a going concern. As discussed in ~~Section 2(a)~~Notes 9 and 10 to the financial statements, the Company’s Convertible Notes and senior term loans require certain prospective financial covenants to be met. The Company’s business plan for 2021 and first half of 2022 contemplates increased revenue and reduced operating losses to achieve satisfaction of the ~~Securities Act~~financial covenants. Given the continued uncertainty in the global markets, in the event that the Company was unable to achieve these prospective covenants, the Company’s senior term loan (see Note 9) and the subordinated loan (see Note 8) could become due prior to the maturity date. As of ~~1933, as amended, (the “Securities Act”), as modified by~~September 30, 2021, the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that areCompany was not ~~emerging growth companies including, but not limited to, not being required to comply~~in compliance with the ~~auditor attestation requirements~~respective covenants of ~~Section 404 of~~both the ~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports~~Convertible Notes and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,senior term loans; however, the Company was granted a waiver from compliance for these covenants as ~~an emerging growth company, can adopt~~of September 30, 2021 and prospectively for December 31, 2021.

In order to address the ~~new or revised standard at~~need to satisfy the ~~time private companies adopt~~Company’s continuing obligations and realize its long-term strategy, management has taken several steps and is considering additional actions to improve its operating and financial results, which the ~~new or revised standard. This may make comparison~~Company expects will be sufficient to meet the prospective covenants of the Company’s ~~financial statement~~Convertible Notes and senior term loan and provide the ability to continue as a going concern, including the following:

●

focusing the Company’s efforts to increase sales in additional geographic markets;

●

continuing to develop 5G product offerings that will expand the market for the Company’s products; and

●

continuing to evaluate and implement cost reduction initiatives to reduce non-strategic costs in operations and expand the Company’s labor force in lower cost geographies.

COVID-19 Update

The spread of COVID-19, a novel strain of coronavirus, has and continues to alter the behavior of business and people in a manner that is having negative effects on local, regional and global economies. The COVID-19 pandemic continues to have an impact with ~~another public company which is neither an emerging growth company nor an emerging growth company which~~short-term disruptions on our supply chains, as governments take robust actions to minimize the spread of localized COVID-19 outbreaks. The continued impact on our supply chains has ~~opted out~~caused delayed production and fulfilment of ~~using the extended transition period difficult or impossible because~~customer orders, disruptions and delays of logistics and increased logistic costs. As a further consequence of the ~~potential differences~~COVID-19 pandemic, component lead times have extended as demand outstrips supply on certain components, including semiconductors, and has caused the costs of components to increase. These extended lead times have caused us to extend our forecast horizon with our contract manufacturing partners and has increased the risk of supply delays. The Company cannot at this time accurately predict what effects, or their extent, the coronavirus outbreak will have on the remainder of its 2021 and 2022 operating results, due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, component shortages and increased component costs, the length of voluntary business closures, and governmental actions taken in ~~accounting standards used.~~response to the outbreak. More generally, the widespread health crisis has and may continue to adversely affect the global economy, resulting in an economic downturn that could affect demand for our products and therefore impact the Company’s results.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of ~~Estimates~~estimates

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at~~in the ~~date of the~~condensed consolidated financial statements and ~~the reported amounts of expenses during the reporting period.~~accompanying notes. Actual results could differ from those estimates.

Cash and ~~Cash Equivalents~~cash equivalents and restricted cash

The Company considers all ~~short-term~~highly liquid investments with an original maturity, or remaining maturity when acquired, of three months or less ~~when purchased~~ to be cash equivalents. Cash and cash equivalents are all maintained in bank accounts.

Schedule of cash and cash equivalents
	September 30,
	2021		2020
Cash and cash equivalents	$	85,058	$	10,007
Restricted cash		186		138
Total cash, cash equivalents and restricted cash	$	85,244	$	10,145

Restricted cash consists of cash on deposit and cash pledged as collateral to secure the guarantees described in Note 9. The cash on deposit balance reflects the remaining balance available of the senior term loan (see Note 9) that is solely for the purpose of financing the manufacture of products for a specific customer’s network. Restricted cash balances were as follows (in thousands):

Schedule of restricted cash
	September 30, 2021		December 31, 2020
Customer and supplier guarantees	$	176	$	298
Landlord guarantees		10		124
Total	$	186	$	422

Accounts receivable

Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at the invoiced amount and do not bear interest. Receivables are recorded net of the allowance for doubtful accounts in the accompanying condensed consolidated balance sheets. The Company ~~did~~ evaluates the collectability of its accounts receivable based on a combination of factors, such as historical experience, credit quality, country risk, current level of business, age of the accounts receivable and current economic conditions. The Company regularly analyzes its customer accounts overdue more than 90 days and when it becomes aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance to reduce the related receivable to the amount it reasonably believes to be collectible. When collection efforts cease or collection is considered remote, the account and related allowance are written off.

0Inventory~~t have~~

Inventory is stated at the lower of cost or net realizable value under the average cost method. Cost includes all costs incurred in bringing each product to its present location and condition. We record inventory write-downs to net realizable value through an allowance for obsolete and slow-moving items based on inventory turnover trends and historical experience.

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of general and administrative expenses in the consolidated statements of operations. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of acquisition of each asset evenly over its expected useful life, as follows:

●

Plant, machinery and equipment — over 2 to 5 years

●

Furniture and fixtures — over 4 to 5 years

●

Leasehold improvements — over lesser of the minimum lease term or the useful life

Goodwill

Goodwill is the result of a business combination that occurred in 2018. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash ~~equivalents~~flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we compare the fair value with its carrying amount. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. The Company’s annual assessment date is December 31.

Based on the results of the assessments performed, no indicators of impairment were noted. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill were recognized during all periods presented in the condensed consolidated financial statements.

Intangible assets, net

The Company’s intangible assets are primarily the result of business combinations and include acquired developed technology, customer relationships, trademarks and non-compete agreements. These are amortized utilizing a straight line method over their estimated useful lives. When establishing useful lives, the Company considers the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with the Company’s finite-lived intangible assets.

The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of ~~June~~long-lived assets.”

Impairment of long-lived assets

The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No impairments were recorded during the three and nine months ended September 30, 2021 and ~~December 31, 2020, respectively.~~2020.

Other non-current assets

Other non-current assets represent the value of funded employee severance benefit accounts and deposits issued to landlords. Eighteen employees are entitled to one month of the employee’s current salary, multiplied by the number of years of employment. The Company accrues a liability for this obligation and funds an employee severance benefit account monthly. The deposited funds include earnings accumulated up to the balance sheet date. The deposited funds may be withdrawn by the employee only upon the fulfillment of the obligation pursuant to labor law or agreements. The value of these funds is recorded in other non-current assets and the liability is recorded in other long-term liabilities in the Company’s condensed consolidated balance sheets.

Right-of-use assets and Lease liabilities

~~Investment Held~~

The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” in ~~Trust Account~~2019. This new standard establishes a right-of-use (“ROU”) model that requires the Company to recognize ROU assets and lease liabilities on the balance sheet for all leases with a term longer than 12 months at commencement of the lease. Lease payments are recognized in the condensed consolidated statements of operations on a straight-line basis over the lease term.

Convertible Notes

Concurrent with the Business Combination, the Company issued convertible notes. Refer to Notes 3 and 10 for further discussion on the convertible notes. The convertible notes are accounted as a liability under the traditional convertible debt model and measured at amortized cost under Accounting Standard Codification (“ASC”) 470-20.

The Company accounts for the embedded derivatives at fair value under ASC 815, Derivatives and Hedging (“ASC 815”). Under ASC 815, an embedded feature in a debt instrument that meets the definition of a derivative is fair valued at issuance and remeasured at each reporting period with changes in fair value recognized in earnings.

The Company evaluated the guidance in ASC 815 and concluded the conversion option is not considered indexed to the Company’s own stock. As a result, the redemption feature and conversion option were bifurcated from the Convertible Notes and are separately measured at fair value at each reporting period within other long-term liabilities in the Condensed Consolidated Balance Sheets with changes in their respective fair values recognized in other income (expense), net within the Condensed Consolidated Statements of Operations.

Common Stock Warrants and Post-Combination Warrants

The Company (then known as New Beginnings Acquisition Corp.) issued ~~At June~~11,500,000 public warrants (the “Public Warrants”) and 545,000 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Common Stock Warrants”) in connection with NBA’s initial public offering. The Common Stock Warrants entitle each holder to purchase one share of the Company’s common stock (the “Common Stock”) at an exercise price of at $11.50 per share. As of September 30, 2021, 12,045,000 Common Stock Warrants are outstanding.

At Closing of the ~~assets held~~Business Combination, the Company issued Post-Combination Warrants (as defined below) exercisable for 9,000,000 shares of Company Common Stock. The Post-Combination Warrants include: (i) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $12.50 per share (the “Post-Combination $12.50 Warrants”); (ii) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $15.00 per share (the “Post-Combination $15.00 Warrants”); and (iii) 3,000,000 warrants exercisable to purchase one share of the Company’s Common Stock at a price of $17.50 per share (the “Post-Combination $17.50 Warrants” and the Post-Combination $17.50 Warrants, together with the Post-Combination $12.50 Warrants and Post-Combination $15.00 Warrants, the “Post-Combination Warrants”). As of September 30, 2021, there were 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants, and 3,000,000 Post-Combination $17.50 Warrants outstanding. The Post-Combination Warrants may only be exercised during the period commencing on the Closing and terminating on the earlier of (i) two years following the date of the Closing and (ii) the redemption date, as further described in Note 14, at the exercise prices described above.

The Company evaluated the Common Stock Warrants and Post-Combination Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded they do not meet the criteria to be classified in stockholders’ equity. Since the Common Stock Warrants and Post-Combination Warrants meet the definition of a derivative under ASC 815-40, the Company records these warrants as liabilities on the Condensed Consolidated Balance Sheets within other long-term liabilities and measures these warrants at fair value at each reporting period date, with changes in their respective fair values recognized in other income (expense), net within the Condensed Consolidated Statements of Operations.

Revenue Recognition

We derive the majority of our revenue from sales of our networking products and software licenses, with the remaining revenue generated from service fees relating to maintenance contracts, professional services and training for our products. We sell our products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of our contracts have multiple distinct performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the ~~Trust Account were held~~contracts and the customer can benefit from these individual goods or services either on their own or together with other resources that are readily available to the customer. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using either an expected cost-plus margin or the adjusted market assessment approach depending on the nature of the specific performance obligation.

For all of the Company’s product sales, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment of the product. For product sales, the Company generally does not grant return privileges, except for defective products during the warranty period. Sales taxes collected from customers are excluded from revenues.

Revenue from non-recurring engineering is recognized at a point in ~~treasury funds.~~time or over-time depending on if the customer controls the asset being created or enhanced. For new product design or software development services, the customer does not control the asset being created, the customer is not simultaneously receiving or consuming the benefits from the work performed and the work performed has alternative use to the Company. Therefore, revenue related to these projects is recognized at a point in time which is when the specified developed technology has been delivered and accepted by the customer.

~~At December 31, 2020, investment held in Trust Account consist of United States Treasury securities. The~~Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by the Company ~~classifies~~for its ~~United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt~~customers. Revenues from professional services contracts provided on a time and ~~Equity Securities.” Held-to-maturity securities~~materials basis are ~~those securities which~~recognized when the Company has the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date.

Revenue from product maintenance contracts is recognized over time as the Company’s performance obligations are satisfied. This is typically the contractual service period, which is generally one year. Maintenance and support services are a distinct performance obligation that includes the stand-ready obligation to provide telephone support, bug fixes and unspecified software upgrades and updates provided on a when-and-if-available basis and/or extended hardware warranty, which is considered a service type warranty.

Revenue from software licenses is primarily related to the sale of perpetual licenses to customers. The software delivered to the customer has stand-alone functionality and the customer can use the intellectual property as it exists at any time. Therefore, the Company recognizes revenue when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer.

Payment terms to customers generally range from prepayment to 120 days from invoice, which are considered to be standard payment terms. The Company assesses its ability to collect from its customers based primarily on the creditworthiness and ~~intent~~past payment history of the customer. The Company has elected to ~~hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted~~apply the practical expedient that allows an entity to not adjust the promised amount of consideration in customer contracts for the ~~amortization or accretion~~effect of ~~premiums or discounts.~~

~~A decline in~~a significant financing component when the ~~market value~~period between the transfer of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earningsproduct and ~~a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability~~services and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

~~Premiums and discounts are amortized or accreted over the life~~payment of the related ~~held-to-maturity security~~consideration is less than one year. The estimated cost of any post-sale obligations, including basic product warranties, is accrued at the time revenue is recognized based on a number of factors, which include historical experience and known conditions that may impact future warranty costs.

The Company accounts for shipping and handling activities as a fulfilment cost rather than an ~~adjustment~~additional promised service. Therefore, revenue related to ~~yield using the effective-interest method. Such amortization~~shipping and ~~accretion~~handling activities is included in product revenues. Shipping and handling costs are accrued and recorded as cost of revenue when the ~~“interest income” line item~~related revenue is recognized. Billings to customers for reimbursement of out-of-pocket expenses, including travel, lodging and meals, are recorded as revenue, and the associated costs incurred by the Company for those items are recorded as cost of revenue. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration.

Contract Balances

A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include non-refundable upfront fees, which are allocated to the identifiable performance obligations.

Contract assets are included within accounts receivables and contract liabilities are included in deferred revenue in our condensed consolidated balance sheets.

Costs to Obtain or Fulfill a Contract

The Company capitalizes commission expenses paid to internal sales personnel and sales agent commissions that are incremental to obtaining customer contracts, for which the related revenue is recognized over a future period. These costs are incurred on initial sales of product, maintenance and professional services and maintenance and support contract renewals. The Company defers these costs and amortizes them over the period of benefit, which the Company generally considers to be the contract term or length of the longest delivery period as contract capitalization costs in the ~~statements~~condensed consolidated balance sheets. Commissions paid relating to contract renewals are deferred and amortized on a straight-line basis over the related renewal period as commissions paid on renewals are commensurate with commissions paid on initial sales transactions. Costs to obtain or fulfil contracts were not significant for the three months ended September 30, 2021 and 2020. Costs to obtain a contract for development and engineering service contracts are expensed as incurred in accordance with the practical expedient as the contractual period of ~~income. Interest income~~these contracts are generally one year or less.

Warranty Liabilities

The Company provides a limited warranty for periods, usually ranging from 12 to 24 months, to all purchasers of its new products. Warranty expense is accrued on the sale of products and is recognized ~~when earned.~~as a cost of revenue. The expense is estimated based on analysis of historic costs and other relevant factors.

Foreign currency

~~Fair Value Measurements~~

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair valueThe U.S. dollar is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independentfunctional currency of all of the ~~Company. Unobservable inputs reflect the~~ Company’s ~~assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.~~

~~The fair value hierarchy is categorized into three levels based on the inputs as follows:~~

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

~~Level 2 — Valuations based on (i) quoted prices in active markets for similar~~foreign subsidiaries. Foreign currency denominated monetary assets and liabilities ~~(ii) quoted prices in markets that~~of subsidiaries for which the U.S. dollar is the functional currency are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

~~Level 3 — Valuations~~remeasured based on ~~inputs that are unobservable and significant to~~exchange rates at the ~~overall fair value measurement.~~

~~The fair value~~end of the ~~Company’s certain~~period. Non-monetary assets and liabilities ~~which qualify as financial instruments under ASC 820, “Fair Value Measurements~~of these operations are remeasured at historical rates in effect when the asset was recognized or the liability was incurred. Revenues and ~~Disclosures,” approximates~~expenses for foreign entities transacted in local currency are remeasured at average exchange rates in effect during each period. The resulting remeasurement gains and losses are recognized within other income (expense), net on the ~~carrying amounts represented in~~Company’s condensed consolidated statements of operations.

The Company recorded foreign currency losses of $17 thousand and $2.4 million for the ~~balance sheet. The fair values of cash, accounts payable~~three and ~~due to related party are estimated to approximate the carrying values as of June~~nine months ended September 30, 2021, respectively, and ~~December 31,~~foreign currency gains of $0.1 million for both the three and nine months ended September 30, 2020, ~~due to the short maturities of such instruments.~~which are included in other income (expense), net.

Significant Concentrations

The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. See Note 6 for additional information on assets and liabilities measured at fair value.

~~Concentration of Credit Risk~~

Financial instruments, ~~that~~which potentially subject the Company to ~~concentrations~~concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company places its cash and cash equivalents in ahighly rated financial ~~institution,~~instruments. The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed ~~the Federal Depository Insurance Coverage of $250,000. At June 30, 2021 and December 31, 2020, the~~federally insured limits. The Company has not experienced any losses ~~on these accounts and management believes the Company is not exposed to significant risks~~ on such accounts.

The Company’s accounts receivable are derived from sales of its products and approximately 72.6% and ~~Common Stock Subject~~68.2% of product sales were to ~~Possible Redemption~~non-U.S. customers for the three months ended September 30, 2021 and 2020, respectively and approximately 70.8% and 68.1

% of product sales were to non-U.S. customers for the nine months ended September 30, 2021 and 2020, respectively. Three customers accounted for $34.7

million or 64.9% of the net accounts receivable balance at September 30, 2021 and two customers accounted for $52.6 million or 73% of the net accounts receivable balance at December 31, 2020. The Company ~~accounts for its common stock subject~~requires payment in advance or payment security in the form of a letter of credit to ~~possible redemption~~be in ~~accordance with~~place at the ~~guidance~~time of shipment, except in ~~Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any)~~cases where credit risk is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be ~~outside~~acceptable. The Company’s top 3 customers accounted for 60.4% and 63.0% of revenue for the ~~Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June~~three months ended September 30, 2021 and ~~December 31,~~ 2020, ~~9,060,042~~respectively, and ~~9,521,649~~59.6 ~~shares~~% and 64.2% of ~~common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside~~revenue for the nine months ended September 30, 2021 and 2020, respectively. For the three and nine months ended September 30, 2021, the Company had two customers whose revenue was greater than 10% of the ~~stockholders’ equity section~~three and nine-month period’s total revenue. For the three and nine months ended September 30, 2020, the Company had three customers whose revenue was greater than 10% of the ~~Company’s balance sheets.~~three and nine-month period’s total revenue.

The Company received 97.6% and ~~Net Loss Per Share~~99.1% of ~~Common Stock~~

~~Net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding~~goods for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment option granted in connection with the IPO and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase ~~12,045,000~~ ~~shares of common stock~~resale from five suppliers in the ~~aggregate.~~

three months ended September 30, 2021 and 2020, respectively. The ~~Company’s condensed statements~~Company received 98.3% and 97.8% of ~~loss include~~goods for resale from five suppliers in the nine months ended September 30, 2021 and 2020, respectively. The Company outsources the manufacturing of its base station products to contract manufacturers and obtains subscriber terminals from vendors in the Asia Pacific region. In the event of a ~~presentation~~disruption to supply, the Company would be able to transfer the manufacturing of ~~loss per share for common stock subject~~base stations to ~~possible redemption in a manner similar to the two-class method of income per share of common stock. Net loss per share of common stock, basic~~alternate contract manufacturers and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable common stock outstanding since original issuance. Net loss per share of common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstandinghas alternate suppliers for the ~~periods. Non-redeemable common stock includes the founder shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.~~majority of subscriber terminals.

Share-based compensation

Schedule of earning per share
For the Three For the Six
Months Ended Months Ended
June 30,
2021 June 30,
2021
Common stock subject to possible redemption
Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust $ 3,151 $ 11,723
Less: interest available to be withdrawn for payment of taxes (3,151 ) (11,723 )
Net income allocable to common stock subject to possible redemption $ 0 $ 0
Denominator: Weighted average redeemable common stock, basic and diluted 9,822,956 9,673,135
Basic and diluted net income per share, redeemable common stock $ 0.00 $ 0.00

Non-redeemable common stock
Numerator: Net loss minus redeemable net earnings
Net loss $ (7,705,427 ) $ (4,662,223 )
Redeemable net earnings 0 0
Non-redeemable net loss $ (7,705,427 ) $ (4,662,223 )
Denominator: Weighted average non-redeemable common stock, basic and diluted 5,097,044 5,246,865
Basic and diluted net loss per share, common stock $ (1.51 ) $ (0.89 )

~~Offering Costs~~

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred that were related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the common stock were charged to the stockholders’ equity.

~~Derivative Financial Instruments~~

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes inestimates the fair value ~~reported in the statement~~ of ~~income. Derivative assets and liabilities are classified~~share-based awards on the ~~balance sheet as current or non-current based on whether or not net-cash settlement or conversion~~date of ~~the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.~~

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants,grant using the ~~residual method by allocating IPO proceeds first to fair~~Black-Scholes option pricing model. The value of the ~~warrants~~portion of the award that is ultimately expected to vest is recognized as an expense in the condensed consolidated statements of operations over the requisite service periods. Share-based compensation expense recognized in the condensed consolidated statements of operations includes compensation expense for share-based awards granted based on the estimated grant date fair value. Compensation expense for all share-based awards is recognized using the straight-line single-option method. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and ~~then~~revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. (See Note 15).

Segment reporting

The Company operates as a single segment, the ~~common stock.~~development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources.

Income taxes

~~Income Taxes~~

The Company accounts for income taxes ~~under~~in accordance with ASC 740, Accounting for Income Taxes (“, as clarified by ASC ~~740”)~~740-10, Accounting for Uncertainty in Income Taxes. ~~ASC 740 requires~~Under this method, deferred income taxes are determined based on the ~~recognition of deferred~~estimated future tax ~~assets and liabilities for both the expected impact~~effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the ~~expected~~Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income and available tax planning strategies. If tax regulations, operating results or the ability to implement tax planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances related to deferred tax assets are recorded based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit ~~to be derived from~~of a tax ~~loss and~~position only after determining that the relevant tax ~~credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is~~authority would more likely than not ~~that all or a portion of deferred~~sustain the position following an audit. For tax ~~assets will not be realized.~~

~~ASC 740 also clarifies~~positions meeting the ~~accounting for uncertainty in income taxes~~“more-likely-than-not” threshold, the amount recognized in ~~an enterprise’s~~the condensed consolidated financial ~~statement and prescribes~~statements is the largest benefit that has a ~~recognition threshold and measurement process for financial statement recognition and measurement~~greater than 50 percent likelihood of abeing realized upon ultimate settlement with the relevant tax ~~position taken or expected to be taken in a~~authorities. The Company does not have any other material uncertain tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.positions.

The Company recognizes accrued interest ~~and penalties~~ related to unrecognized tax benefits, ~~as income tax expense. There were no unrecognized tax benefits~~if any, in interest expense and nopenalties in operating expenses. As of September 30, 2021 and December 31, 2020, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions.

Other taxes

Taxes on the sale of products and services to U.S. customers are collected by the Company as an agent and recorded as a liability until remitted to the respective taxing authority. For sales in applicable countries outside the U.S., the Company is subject to value added tax (VAT). These taxes have been presented on a net basis in the condensed consolidated financial statements.

Fair value measurements

We carry certain assets and liabilities at fair value. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs based on the observability as of ~~June 30,~~the measurement date, is as follows:

Level 1

Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2

Observable inputs other than the quoted prices in active markets for identical assets and liabilities; and

Level 3

Unobservable inputs for which there is little or no market data, which require us to develop assumptions of what market participants would use in pricing the asset or liability.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the placement of assets and liabilities being measured within the fair value hierarchy. (See Note 12).

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for each period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings (loss) per share reflects the potential dilution that could occur if outstanding stock options and warrants at the presented dates are exercised and shares of restricted stock have vested, using the treasury stock method. The potential issuance of common stock upon conversion of the Convertible Notes is evaluated under the if-converted method. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss.

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04 (amended by ASU 2019-10), “Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment.” which simplifies the test for goodwill impairment by removing the second step of the test. There is a one-step qualitative test, and this ASU does not amend the optional qualitative assessment of goodwill impairment. The new standard was adopted by the Company on January 1, 2021, and ~~December 31, 2020. The Company is currently~~it did not ~~aware of any issues under review that could result~~have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in ~~significant payments, accruals or material deviation from its position.~~

~~The Company has identified the United States as its only “major” tax jurisdiction.~~

~~The Company may~~a Cloud Computing Arrangement That Is a Service Contract.” which requires implementation costs incurred by customers in cloud computing arrangements to be ~~subject to potential examination by federal~~deferred and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially changerecognized over the ~~next twelve months.~~term of the arrangement, if those costs would be capitalized by the customers in a software licensing arrangement. The new standard was adopted by the Company on January 1, 2021, and it did not have a material impact on the Company’s condensed consolidated financial statements.

~~The provision~~In December 2019, the FASB issued ASU No. 2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes.” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifies and amends the existing guidance. The new standard was ~~deemed immaterial for~~adopted by the ~~three~~Company on January 1, 2021, and ~~six months ended June 30, 2021.~~

~~Risks and Uncertainties~~

~~Management continues to evaluate the~~it did not have a material impact ~~of the COVID-19 pandemic~~ on the Company’s financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of thecondensed consolidated financial statements. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Recent Accounting Pronouncements~~

In August 2020, the FASB issued ASU 2020-06, “~~Debt-Debt~~Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and ~~Hedging-Contracts~~Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)~~(Subtopic 815-40): Accounting~~”. This ASU simplifies the accounting for ~~Convertible Instruments~~certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard will be adopted by the Company on January 1, 2022. The new standard is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“”. This ASU ~~2020-06”), which simplifies accounting~~provides guidance for ~~convertible instruments~~a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. The new standard will be adopted by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the ~~diluted earnings per share calculation in certain areas. The~~ Company ~~adopted ASU 2020-06~~ on January 1, ~~2021. Adoption~~2022. The new standard is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the LIBOR, regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This new standard may be adopted by the Company no later than December 1, 2022, with early adoption permitted. The potential adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements.

THE BUSINESS COMBINATION

On August 13, 2021, the Company and Legacy Airspan completed the Business Combination, with Legacy Airspan surviving the Business Combination as a wholly owned subsidiary of the Company, and the Company was renamed Airspan Networks Holdings Inc. Cash proceeds from the Business Combination totaled approximately $115.5 million, which included funds held in NBA’s trust account and the completion of the concurrent private placement of shares of Common Stock (the “PIPE” or “PIPE Financing”) and sale of the Company’s senior secured convertible notes (the “Convertible Notes Financing”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Business Combination, each share of Legacy Airspan capital stock issued and outstanding immediately prior to the Closing automatically converted into and became the right to receive a specified number of shares of the Company’s Common Stock and Post-Combination Warrants. The aggregate transaction consideration paid in the Business Combination was (i) 59,426,486 shares of the Company’s Common Stock, (ii) 3,000,000 Post-Combination $12.50 Warrants, (iii) 3,000,000 Post-Combination $15.00 Warrants, (iv) 3,000,000 Post-Combination $17.50 Warrants and (v) $17,500,000 in cash. The aggregate transaction consideration was allocated among the holders of shares of Legacy Airspan capital stock (including holders of shares of Airspan capital stock issued pursuant to the net exercise of warrants to purchase Legacy Airspan capital stock and holders of shares of Legacy Airspan restricted stock), holders of Legacy Airspan stock options and participants (the “MIP Participants”) in Legacy Airspan’s Management Incentive Plan (the “MIP”).

Prior to the Business Combination, the Company (then known as New Beginnings Acquisition Corp.) issued 11,500,000 Public Warrants and 545,000 Private Placement Warrants. Following the Business Combination, the Common Stock Warrants remain exercisable for Common Stock of the Company. All other features of the Common Stock Warrants remained unchanged. There were no cash obligations for the Company pertaining to these Common Stock Warrants.

Prior to the consummation of the Business Combination, holders of an aggregate of 9,997,049 shares of Common Stock sold in NBA’s initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from NBA’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.10 per share, or $101.0 million in the aggregate.

At Closing, the Company filed the second amended and restated certificate of incorporation (the “Restated Certificate of Incorporation”). Among other things, the Restated Certificate of Incorporation increased the number of shares of (a) Common Stock the Company is authorized to issue from 100,000,000 shares to 250,000,000 shares and (b) preferred stock the Company is authorized to issue from 1,000,000 shares to 10,000,000 shares.

In connection with the closing of the Business Combination, certain former stockholders of Legacy Airspan (the “Legacy Airspan Holders”) and certain NBA stockholders (the “Sponsor Holders”) entered into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”). Subject to certain exceptions, the Registration Rights and Lock-Up Agreement provides for 44,951,960 shares of Common Stock, as well as 2,271,026 Post-Combination $12.50 Warrants, 2,271,026 Post-Combination $15.00 Warrants and 2,271,026 Post-Combination $17.50 Warrants (and the shares of Common Stock issuable upon exercise of such Post-Combination Warrants), in each case, held by the Legacy Airspan Holders to be locked-up for a period of six months following the Closing, while the 2,750,000 shares of Common Stock held by the Sponsor Holders will be locked-up for a period of one year following the Closing, in each case subject to earlier release upon (i) the date on which the last reported sale price of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period or (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the Closing that results in all of our stockholders having the right to exchange their shares of our Common Stock for cash, securities or other property. The Registration Rights and Lock-Up Agreement also provided that the Private Placement Warrants and shares of Common Stock underlying the units sold by NBA in a private placement concurrent with its initial public offering (the “Private Placement Units”), along with any shares of Common Stock underlying the Private Placement Warrants, were locked-up for a period of 30 days following the Closing so long as such securities were held by the initial purchasers of the Private Placement Units or their permitted transferees.

The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Legacy Airspan issuing stock for the net assets of New Beginnings, accompanied by a recapitalization, with New Beginnings treated as the acquired company for accounting purposes. The determination of New Beginnings as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, Legacy Airspan will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company and Legacy Airspan’s senior management will comprise all of the senior management of the combined company. The net assets of New Beginnings were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Legacy Airspan. The shares and corresponding capital amounts and loss per share related to Legacy Airspan’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established pursuant to the Business Combination Agreement.

In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $27.0 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2021.

PIPE Financing

Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 7,500,000 shares of Common Stock for an aggregate purchase price of $75.0 million.

Convertible Notes Financing

Concurrent with the execution of the Business Combination, the Company issued $50,000,000 aggregate principal amount of senior secured convertible notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate equal to 7.0% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2021. The Convertible Notes mature on December 30, 2024, unless earlier accelerated, converted, redeemed or repurchased. The Convertible Notes are pari passu in right of payment and lien priority and are secured by a security interest in (a) all of the real, personal and mixed property in which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records and (d) all of the foregoing whether now owned or existing, in each case excluding certain excluded assets.

Each Convertible Note, together with all accrued but unpaid interest, are convertible, in whole or in part, at the option of the holder, at any time prior to the payment in full of the principal amount (together with all accrued but unpaid interest thereon), into shares of Common Stock at a conversion price equal to $12.50 per share (see Note 10).

Summary of Net Proceeds

The following table summarizes the elements of the net proceeds from the Business Combination as of September 30, 2021:

Schedule of business combination
Cash—Trust Account (net of redemptions of $101 million) $ 15,184,107
Cash—Convertible Notes Financing 48,669,322
Cash—PIPE Financing 75,000,000

Non-cash net liabilities acquired from New Beginnings (38,216 )

Add: Asset prepayments made at Closing 3,684,000
Less: Fair value of Common Stock Warrants (13,176,450 )
Less: Fair value of Post-Combination Warrants (1,980,000 )
Less: Fair value of Convertible Notes issued (48,273,641 )
Less: Underwriting fees and other issuance costs paid at Closing (23,353,127 )
Less: Other Business Combination-related costs paid prior to September 30, 2021 (3,618,792 )

Additional Paid-in-Capital from Business Combination, net of issuance costs paid $ 52,097,203

Less: Non-cash net liabilities assumed from New Beginnings 38,216
Less: Non-cash net assets assumed from New Beginnings (3,684,000 )
Add: Non-cash fair value of Common Stock Warrants 13,176,450
Add: Non-cash fair value of Post-Combination Warrants 1,980,000
Add: Non-cash fair value of Convertible Notes issued 48,273,641
Add: Other issuance costs included in accounts payable and accrued liabilities 3,618,792

Cash proceeds from the Business Combination $ 115,500,302

Summary of Shares Issued
The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:
Schedule of number of shares Common Stock outstanding
New Beginnings shares outstanding prior to the Business Combination 14,795,000
Less: redemption of New Beginnings shares (9,997,049 )
Shares issued pursuant to the PIPE 7,500,000
New Beginnings and PIPE shares prior to the Business Combination 12,297,951
Conversion of Legacy Airspan preferred stock 56,857,492
Conversion of Legacy Airspan common stock 1,182,912
Conversion of Legacy Airspan common restricted stock 339,134
Conversion of Legacy Airspan Class B common stock 1,340,611
Conversion of Legacy Airspan Class B restricted common stock 6,337
Total shares of Company Common Stock outstanding immediately following the Business Combination 72,024,437
The 5,815,796 common stock options exchanged for options to purchase Legacy Airspan Common Stock and Legacy Airspan Class B Common Stock, the restricted stock units (“RSUs”) with respect to 1,750,000 shares of Common Stock issued to the MIP Participants, and 4,257,718 shares of Common Stock reserved for issuance with future grants under the 2021 Plan are not issued shares and are not included in the table above.
4. REVENUE RECOGNITION
The following is a summary of revenue by category (in thousands):
Schedule of revenue
Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020

Products sales $ 30,983 $ 24,617 $ 103,495 $ 58,509
Non-recurring engineering (“NRE”) 3,569 4,978 10,465 13,630
Product maintenance contracts 1,415 3,014 4,667 8,811
Professional service contracts 1,492 2,822 5,287 8,451
Software licenses 1,023 511 2,137 1,460
Other 441 96 855 548
Total revenue $ 38,923 $ 36,038 $ 126,906 $ 91,409
Revenue recognized at a point in time for NRE services amounted   to $1.4 million and $3.1 million for the three months ended September 30, 2021 and 2020, respectively, and $4.9 million and $7.7 million for the nine months ended September 30, 2021 and 2020, respectively. For services performed on a customer’s owned asset, since the customer controls the asset being enhanced, revenue is recognized over time as services are rendered. Revenue recognized over time for NRE services using a cost-based input method amounted to $2.2 million and $1.9 million for the three months ended September 30, 2021 and 2020, respectively, and $5.6 million and $5.9 million for the nine months ended September 30, 2021 and 2020, respectively. The Company is allowed to bill for services performed under the contract in the event the contract is terminated.

The opening and closing balances of our contract asset and liability balances from contracts with customers as of September 30, 2021 and December 31, 2020 were as follows:
Schedule of contracts with customers asset and liability
Contracts
Assets Contracts
Liabilities

Balance as of December 31, 2020 $ 5,361 $ 7,521
Balance as of September 30, 2021 11,522 5,045
Change $ 6,161 $ (2,476 )
Revenues for the three and nine months ended September 30, 2021 and 2020, include the following:
Schedule of revenues from contract liability
Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020

Amounts included in the beginning of year contract liability balance $ 626 $ 541 $ 5,053 $ 2,355
Warranty Liabilities
Information regarding the changes in the Company’s product warranty liabilities for the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands):
Schedule of product warranty liabilities

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021 2020 2021 2020
Balance, beginning of period $ 1,099 $ 967 $ 1,019 $ 981
Accruals 236 16 496 197
Settlements (139 ) (51 ) (319 ) (246 )
Balance, end of period $ 1,196 $ 932 $ 1,196 $ 932
5. GOODWILL AND INTANGIBLE ASSETS, NET
The Company had goodwill of $13.6 million as of September 30, 2021 and December 31, 2020 resulting from a prior acquisition.
Intangible assets, net consists of the following (in thousands):
Schedule of Intangible assets, net
Weighted September 30, 2021
Average
Useful Life
(in years) Gross Carrying
Amount Accumulated Amortization Net Carrying Amount

Internally developed technology 10 $ 7,810 $ (2,213 ) $ 5,597
Customer relationships 6 2,130 (1,005 ) 1,125
Trademarks 2 720 (720 ) -
Non-compete 3 180 (170 ) 10
Total acquired intangible assets $ 10,840 $ (4,108 ) $ 6,732

Weighted December 31, 2020
Average
Useful Life
(in years) Gross Carrying
Amount Accumulated Amortization Net Carrying Amount

Internally developed technology 10 $ 7,810 $ (1,627 ) $ 6,183
Customer relationships 6 2,130 (739 ) 1,391
Trademarks 2 720 (720 ) -
Non-compete 3 180 (125 ) 55
Total acquired intangible assets $ 10,840 $ (3,211 ) $ 7,629
Amortization expense related to the Company’s intangible assets amounted to $0.3 million and $0.6 million for the three months ended September 30, 2021 and 2020, respectively, and $0.9 million and $1.4 million for the nine months ended September 30, 2021 and 2020, respectively.
Estimated amortization expense for the remainder of 2021 and thereafter related to the Company’s intangible assets is as follows (in thousands):
Schedule of estimated amortization expense
2021 $ 294
2022 1,136
2023 1,136
2024 1,107
2025 781
Thereafter 2,278
Total $ 6,732
6. OTHER ACCRUED EXPENSES
Other accrued expenses consist of the following (in thousands):
Schedule of other accrued expenses
September 30,
2021 December 31,
2020
Payroll and related benefits and taxes $ 9,292 $ 6,812
Royalties 2,347 3,401
Agent and sales commissions 3,889 2,501
Right-of-use lease liability, current portion 2,853 2,671
Tax liabilities 806 1,967
Product warranty liabilities 1,196 1,019
Product marketing 1,022 869
Manufacturing subcontractor costs 3,307 1,243
Legal and professional services 2,051 221
Other 1,374 1,834
Other accrued expenses $ 28,137 $ 22,538
7. SUBORDINATED DEBT
On August 6, 2015, Legacy Airspan issued Golden Wayford Limited a $10.0 million subordinated Convertible Note Promissory Note (the “Golden Wayford Note”) pursuant to the subordinated Convertible Purchase Agreement dated such date. The Golden Wayford Note was amended and restated on November 28, 2017, to reduce the interest rate thereon and to reflect the application of the payment of $1.0 million of principal on such note. The Golden Wayford Note had an original maturity date of February 16, 2016, which through subsequent amendments was extended to June 30, 2020. The conversion rights related to this agreement expired on its maturity date, June 30, 2020, and on this date the loan was reclassified from Subordinated Convertible Debt to Subordinated Debt.

The principal and accrued interest under the Golden Wayford Note would have been automatically converted into common shares at the time of the next equity financing and consummated prior to, on or after the maturity date (June 30, 2020). Such conversion right expired in accordance with its term. Interest accrues at 5.0% per annum and is payable quarterly, however, because such payment is prohibited by the terms of the subordination, interest is (in accordance with the terms of the related promissory note) paid in kind.
On December 30, 2020, Pacific Western Bank (“PWB”) and Ally Bank (“Ally”) assigned their interests in a loan facility under the Second Amended and Restated Loan and Security Agreement with Legacy Airspan (the “PWB Facility”) to certain new lenders pursuant to an assignment agreement (the “Assignment Agreement”) and PWB entered into a resignation and assignment agreement (the “Agent Resignation Agreement”) pursuant to which PWB resigned in its capacity as agent under all of the transaction documents and DBFIP ANI LLC (“Fortress”) became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility.
The Golden Wayford Note was subordinate to the PWB Facility and, after giving effect to the Assignment Agreement, the Resignation Agreement and a Reaffirmation and Omnibus Amendment, is now subordinate to the obligations under Legacy Airspan’s Assignment Agreement, Resignation and Assignment Agreement and Credit Agreement (the “Fortress Credit Agreement”) with DBFIP ANI LLC (“Fortress”) (see Note 8). A limited waiver under the Fortress Credit Agreement waives each actual and prospective default and event of default existing under the Fortress Credit Agreement directly as a result of the non-payment of the Golden Wayford Note.
The Company had subordinated debt outstanding of $9.0 million, plus $1.4 million and $1.1 million of accrued interest as of September 30, 2021 and December 31, 2020, respectively.
8. SUBORDINATED TERM LOAN – RELATED PARTY
On February 9, 2016, Legacy Airspan entered into a $15.0 million subordinated term loan agreement with a related party (the “Subordinated Loan Agreement”) that was due to mature on February 9, 2018. On July 12, 2016, Legacy Airspan entered into an additional $15.0 million Amendment No. 1 to Subordinated Term Loan Agreement that was due to mature on February 9, 2018. On July 3, 2017, Legacy Airspan entered into Amendment No. 2 to the Subordinated Term Loan Agreement that extended the maturity date to June 30, 2019. On May 23, 2019, Legacy Airspan entered into Amendment No. 3 to the Subordinated Term Loan Agreement that extended the maturity date to December 31, 2020. On March 30, 2020, Legacy Airspan entered into Amendment No. 4 to the Subordinated Term Loan Agreement that extended the maturity date to December 31, 2021. On December 30, 2020, Legacy Airspan entered into Amendment No. 5 to the Subordinated Term Loan Agreement that extended the maturity date to the later of (a) December 30, 2024 and (b) 365 days after the maturity date of the Fortress Credit Agreement (as in effect on December 30, 2020) (see Note 8). The term loan was subordinate to the PWB Facility and on December 30, 2020, the interests of PWB and Ally in the PWB Facility were assigned to new lenders pursuant to the Assignment Agreement and PWB entered into the Agent Resignation Agreement pursuant to which PWB resigned in its capacity as agent under all of the transaction documents and Fortress became the successor agent (as defined in the Agent Resignation Agreement), replacing PWB in such capacity under the PWB Facility.
Prior to May 23, 2019, interest accrued at 2.475% per annum and was payable quarterly. In accordance with the amendments below, the interest rate changed as follows:
(a) Amendment No. 3, on May 23, 2019, the interest rate changed to 9.0% per annum to be accrued;
(b) Amendment No. 4, on March 30, 2020, the interest rate changed to 9.0% per annum through December 31, 2020 and from and after January 1, 2021, at a rate of 12.0% per annum to be accrued; and
(c) Amendment No. 5, on December 30, 2020, the interest rate from January 1, 2021 and thereafter changed to 9.0% per annum to be accrued, subject to reversion to 12.0% if a condition subsequent is not satisfied. The subsequent condition was satisfied.

The principal and accrued interest may be repaid early without penalty.
The Company had a subordinated term loan outstanding of $30.0 million, plus $7.1 million and $4.8 million of accrued interest as of September 30, 2021 and December 31, 2020, respectively.
9. SENIOR TERM LOAN
On December 30, 2020, Legacy Airspan, together with Holdco, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, together with the other parties thereto, entered into the Assignment Agreement, the Resignation and Assignment Agreement, and a Reaffirmation and Omnibus Amendment, the result of which was the amendment and restatement of the terms of the PWB Facility under the Fortress Credit Agreement with the new lenders as the lenders thereunder. Fortress in its capacity became the administrative agent, collateral agent and trustee for the lenders and other secured parties. At Closing, on August 13, 2021, the Company, Legacy Airspan and certain of the Company’s subsidiaries who are party to the Fortress Credit Agreement entered into a Waiver and Consent, Second Amendment, Restatement, Joinder and Omnibus Amendment to Credit Agreement and Other Loan Documents relating to the Fortress Credit Agreement with Fortress to, among other things, add the Company as a guarantor, recognize and account for the Business Combination, recognize and account for the Convertible Notes and provide updated procedures for replacement of LIBOR.
The Fortress Credit Agreement initial term loan total commitment of $34.0 million and a term loan commitment of $10.0 million were both funded to Legacy Airspan on December 30, 2020. Pursuant to the Fortress Credit Agreement, the Company may expand the term loan commitment by $20.0 million subject to the terms and conditions of the agreement. The maturity date of the total loan commitment is December 30, 2024. The Fortress Credit Agreement contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29, 2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023. The Fortress Credit Agreement also contains a prohibition on prepayment during the period from December 30, 2020 through December 29, 2021. Subsequent to December 29, 2021, the Company may prepay this loan but will incur a related fee in the amount of a make-whole amount of interest that would have been payable had such prepayment not been made.
As of September 30, 2021, the Company was not in compliance with all applicable covenants under the Fortress Credit Agreement; however, the Company was granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021.
The Company had a senior term loan outstanding of $44.0 million, plus $1.8 million and $25 thousand of accrued interest as of September 30, 2021 and December 31, 2020, respectively.
10. CONVERTIBLE DEBT
On August 13, 2021, the Company, together with Airspan Networks Inc., Holdco, Airspan Networks (SG) Inc., Mimosa Networks, Inc., Mimosa Networks International, LLC, Airspan Communications Limited, Airspan Networks LTD, and Airspan Japan K.K. as guarantors, and Fortress, entered into a Senior Secured Convertible Note Purchase and Guarantee Agreement (the “Fortress Convertible Note Agreement”), in order to meet the available cash requirement of the reverse recapitalization described in Note 3. The Fortress Convertible Note Agreement of $50.0 million was funded to the Company on August 13, 2021, the date of the reverse recapitalization. The Convertible Notes bear interest at 7.0% per annum and the maturity date of the Convertible Notes is December 30, 2024. The Convertible Notes are pari passu in right of payment and lien priority and are secured by a security interest in (a) all of the real, personal and mixed property in which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records and (d) all of the foregoing whether now owned or existing, in each case excluding certain excluded assets.

The following is the allocation among the freestanding instruments (in thousands) at the issuance date:
Schedule of convertible notes
Convertible Notes $ 41,887
Conversion option derivative 7,474
Call and contingent put derivative 639
Total Convertible Notes $ 50,000
As of September 30 2021, the Company had convertible debt outstanding as shown below (in thousands):
Schedule of convertible debt
September 30,
2021
Convertible Notes $ 41,887
Accrued Interest^(a) 254
Subtotal 42,141
Loan discount costs (1,393 )
Total Convertible Notes $ 40,748
(a) The accrued interest will accrete to principal value by the end of the term, December 30, 2024.
As of September 30, 2021, the Company was not in compliance with all applicable covenants under the Fortress Convertible Note Agreement; however, the Company was granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021.
11. LONG-TERM DEBT
As of September 30, 2021 and December 31, 2020, Long-term debt consists of (in thousands):
Schedule of long-term debt
September 30,
2021 December 31,
2020
PPP Loan $ - $ 2,087
Finnish Funding Agency for Technology and Innovation (“Tekes”) 432 458
432 2,545
Less current portion – product development loan (281 ) (298 )
Less accrued interest on product development loan – current (151 ) (160 )
Total long-term debt $ - $ 2,087
On April 27, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), Legacy Airspan entered into a promissory note of approximately $2.1 million with First Home Bank (“PPP Loan”). The promissory note bears interest at a rate of 1% and is payable in monthly installments of principal and interest over 18 months beginning seven months from the date of this promissory note and continuing on the 5th day of each month thereafter. A final payment of the entire unpaid balance of principal and interest will be due on April 27, 2022, the maturity date. On March 8, 2021, Legacy Airspan applied for the promissory note to be forgiven by the SBA in whole or in part and was notified on June 10, 2021 that the SBA has approved Legacy Airspan’s application to forgive the entire loan and accrued interest. For the nine months ended September 30, 2021, the Company recorded a gain on extinguishment of debt for the PPP Loan of $2.1 million and the accrued interest of $23 thousand, respectively for the PPP Loan.
At both September 30, 2021 and December 31, 2020, there were two capital loans amounting to $0.3 million with Tekes, the main public funding organization for research and development in Finland.

12. FAIR VALUE MEASUREMENTS
The Company’s assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value.
The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. These assets include property, plant and equipment, goodwill and intangible assets, net. The Company did not ~~impact~~record impairment to any non-financial assets in the three and nine months ended September 30, 2021 and 2020. The Company does not have any non-financial liabilities measured and recorded at fair value on a non-recurring basis.
Financial Disclosures about Fair Value of Financial Instruments
The table below sets forth information related to the Company’s condensed consolidated financial instruments (in thousands):
Schedule of Fair Value of Financial Instruments
Level in September 30, 2021 December 31, 2020
Fair Value Carrying Fair Carrying Fair
Hierarchy Amount Value Amount Value
Assets:
Cash and cash equivalents 1 $ 85,058 $ 85,058 $ 18,196 $ 18,196
Restricted cash 1 186 186 422 422
Cash and investment in severance benefit accounts 1 3,570 3,570 3,567 3,567

Liabilities:
Subordinated term loan^(a) 2 $ 37,149 $ 22,798 $ 34,756 $ 24,327
Subordinated debt^(a) 2 10,445 6,375 10,065 6,624
Senior term loan^(a) 2 39,978 36,608 36,834 37,948
Convertible debt 2 40,748 46,362 - -
Long-term debt 2 - - 2,087 2,087
Public Warrants 1 8,625 8,625 - -
Warrants^(b) 3 870 870 7,632 7,632
(a) As of September 30, 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 12.8%, 18.6% and 17.7%, respectively. As of December 31, 2020, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan (Fortress Credit Agreement), followed by the junior status of the subordinated term loan and subordinated debt. The senior term loan face value was adjusted for $4.7 million of original issue discounts and $1.4 million of fair value of Series H warrants issued to lenders pursuant to the Fortress Credit Agreement, resulting in the fair value of the senior term loan totaling $37.9 million, with a 12.80% implied yield. The implied yields of the subordinated term loan and subordinated debt were 17.05% and 16.57%, respectively.
(b) As of September 30, 2021 and December 31, 2020, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s condensed consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows:
Schedule of assumptions
Post- Combination
Warrants Private
Placement
Warrants
Assumptions:
Stock price $ 6.68 $ 6.68
Exercise price $ 12.50 - $17.50 $ 11.50
Risk free rate 0.21 % 0.72 %
Expected volatility 42.5 % 34.1 %
Dividend yield 0.00 % 0.00 %

The conversion option derivative and call and contingent put derivative are considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation. The Company utilized a binomial model to estimate the fair value of the embedded derivative features requiring bifurcation associated with the Convertible Notes payable at issuance date and as of the September 30, 2021 reporting date. The key inputs to the valuation models that were utilized to estimate the fair value of the convertible debt derivative liabilities include:
Schedule of assumptions
September 30,
2021 Issuance Date
Assumptions:
Stock price $ 6.68 $ 9.75
Conversion strike price $ 12.50 $ 12.50
Volatility 33.00 % 25.00 %
Dividend yield 0.00 % 0.00 %
Risk free rate 0.59 % 0.51 %
Debt discount rate 12.80 % 12.80 %
Coupon interest rate 7.00 % 7.00 %
Face amount (in thousands) 50,000 50,000
Contingent put inputs and assumptions:
Probability of fundamental change 25 % 25 %
The following table presents a roll-forward of the Level 3 instruments:
Schedule of warrants
(in thousands) Warrants (a) Conversion option derivative Call and contingent put derivative

Beginning balance, December 31, 2020 $ - $ - $ -
Warrants assumed in Business Combination 2,996
Issuance of convertible note payable derivative liabilities - 7,473 639
Change in fair value (2,126 ) (4,599 ) 707
Ending balance, September 30, 2021 $ 870 $ 2,874 $ 1,346
(a) The $7,632 of Series D-1 and Series H warrants were converted as part of the Business Combination. Refer to Note 14 for roll-forward.
The fair value of the Company’s cash and cash equivalents and restricted cash approximate the carrying value because of their short-term nature of these accounts.
The estimated fair value of long-term debt approximated its carrying amount because based on the arrangement of the financing of the debt and pursuant to the terms of the CARES ACT, the Company applied for this debt to be forgiven by the SBA in whole or in part.
13. COMMITMENTS AND CONTINGENCIES
The Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $86.9 million at September 30, 2021, the majority of which have expected delivery dates during the next six months.
Certain officers of the Company have change in control payments that they would be entitled to receive in the event of a change in control.
Contingencies and Legal Proceedings
From time to time, the Company receives and reviews correspondence from third parties with respect to licensing their patents and other intellectual property in connection with the sale of the Company’s products. Disputes may arise with such third parties if an agreement cannot be reached regarding the licensing of such patents or intellectual property.
On October 14, 2019, Barkan Wireless IP Holdings, L.P. (“Barkan”) filed a suit against Sprint Corporation and related entities (“Sprint”) alleging patent infringement based in part on two of the Company’s products, Airave 4 and Magic Box Gold. See Barkan Wireless IP Holdings, L.P. v. Sprint Corporation et al, Case No. 2:19-cv-00336-JRG (E.D. Tex.). On March 26, 2021, after a settlement between Barkan and Sprint, the Court granted an agreed motion to dismiss and the case was closed. Sprint has demanded that the Company indemnify Sprint $3,870,000 for a portion of the amounts Sprint paid to defend and settle the case. On April 27, 2021, Sprint gave notice that it intends to set-off amounts it owes the Company until Sprint’s indemnity demand is satisfied. The Company is currently evaluating Sprint’s indemnity demand and the extent of the Company’s indemnity obligation, if any. On July 6, 2021 Airspan invoked its rights under the dispute resolution clause in its agreement with Sprint to call for a meeting with Sprint to discuss the unresolved dispute. The parties are in negotiations on the matter in question.
Except as set forth above, the Company is not currently subject to any other material legal proceedings. The Company may from time to time become a party to various other legal proceedings arising in the ordinary course of its business. While the results of such claims and litigation cannot be predicted with certainty, the Company currently believes that it is not a party to any litigation the final outcome of which is likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows.

14. COMMON STOCK AND WARRANTS
~~NOTE 3 —~~ ~~INITIAL PUBLIC OFFERING~~Common Stock
As of September 30, 2021, 260,000,000 shares, $0.0001 par value per share are authorized, of which, 250,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock. As of September 30, 2021, there were 72,024,437 shares of Common Stock issued and outstanding and 0 shares of preferred stock issued or outstanding.
~~Pursuant~~
Holders of our Common Stock are entitled to receive dividends when, as and if declared by the ~~IPO on November 3, 2020,~~board of directors, payable either in cash, in property or in shares of capital stock. As of September 30, 2021, the Company ~~sold~~had not declared any dividends.
Legacy Airspan Warrants
The Company accounted for Legacy Airspan convertible preferred stock warrants that have been earned and are exercisable into shares of Legacy Airspan’s convertible preferred stock as liabilities pursuant to ASC 480, “Distinguishing Liabilities from Equity” as the warrants were exercisable into shares of Legacy Airspan convertible preferred stock that are contingently redeemable upon events outside the control of Legacy Airspan. The warrant liability is included in Other Long-term Liabilities on the accompanying condensed consolidated balance sheets. The warrants are remeasured and recognized at fair value at each balance sheet date. At the end of each reporting period, changes in fair value during the period are recognized as a component of Other income (expense), net on the accompanying condensed consolidated statements of operations.
In January 2021 and February 2021, Legacy Airspan issued warrants for the purchase of ~~10,000,000~~6,097 ~~Units, at a purchase~~and 406, respectively, shares of Legacy Airspan Series H Convertible Preferred Stock to certain holders of Legacy Airspan Series H Senior Convertible Preferred Stock (one warrant for every two shares of Legacy Airspan Series H Senior Convertible Preferred Stock purchased in January and February 2021, respectively) with an exercise price of $~~10.00~~61.50 per ~~Unit. Each Unit consists~~share and a 5-year term (“Series H warrants”). Legacy Airspan accounted for the initial fair value of ~~one~~the Series H warrants as a discount on the Legacy Airspan Series H Senior Convertible Preferred Stock issuance and recorded a corresponding warrant liability.
In June 2014, Legacy Airspan issued warrants to purchase 203,252 shares of Legacy Airspan Series D Convertible Preferred Stock (originally 12,500 taking effect for 16.26 to 1 stock split) to holders of Legacy Airspan Series D Convertible Preferred Stock with an exercise price of $61.50 per share, subject to certain performance requirements (the “D Warrants”). These warrants were unvested at December 31, 2020 and 2019 as the performance criteria had not been met and therefore, no liability has been recorded with respect to these instruments. The D warrants expired (unearned/unexercised) on January 31, 2021.
As of ~~common~~December 31, 2020, the Series D and Series H Warrants fair value were determined using a hybrid scenario approach, including   a Monte Carlo simulation.
The Legacy Airspan convertible preferred stock warrants were converted as part of the Closing of the Business Combination (Note 3) and ~~one~~ceased to exist after the Business Combination.
As a result, no Legacy Airspan warrants were issued and outstanding as of September 30, 2021:
Schedule of Warrants issued and outstanding
Legacy Airspan Warrants Outstanding
Series D Series D-1 Series H
Outstanding as of December 31, 2020 203,252 162,601 139,428
Issuance of warrants – – 6,503
Warrants expired (203,252 ) – –
Conversion of warrants in Business Combination – (162,601 ) (145,931 )
Outstanding as of September 30, 2021 – – –

The change in fair value of the Legacy Airspan warrant liability during the nine months ending September 30, 2021 was:
Schedule of fair value of warrant liability
Warrant Liability
(in thousands) Series D-1 Series H Total
As of December 31, 2020 $ 4,109 $ 3,523 $ 7,632
Fair value of warrants at issuance – 142 142
Increase in fair value 3,541 976 4,517
Conversion of warrants in Business Combination (7,650 ) (4,641 ) (12,291 )
As of September 30, 2021 $ – $ – $ –
Common Stock Warrants
As of September 30, 2021, there are 12,045,000 Common Stock Warrants outstanding, consisting of 11,500,000 and 545,000 Public Warrants and Private Placement Warrants, respectively.
As part of NBA’s initial public offering, 11,500,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of ~~common stock. Each warrant entitles the holder to purchase one share of common stock~~Common Stock at a price of $11.50 per share, subject to adjustment. ~~Each warrant~~The Public Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will ~~become exercisable on the later of 30 days after the completion~~be issued upon exercise of the ~~initial Business Combination or 12 months from the closing of the IPO and~~Public Warrants. The Public Warrants will expire ~~five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.~~
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~~On November 9, 2020, the underwriters partially exercised the over-allotment option to purchase~~ ~~1,000,000~~ ~~Units, and~~ on ~~November 12, 2020, the underwriters fully exercised the over-allotment option to purchase the remaining~~ ~~500,000~~ ~~Over-Allotment Units, generating an aggregate of gross proceeds of $15,000,000~~.
An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only on direct U.S. government treasury obligations. As of December 31, 2020, $~~116,150,000~~ ~~of the IPO proceeds was held in the Trust Account.~~
~~Warrants~~
Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
~~The warrants will become exercisable on the later of 12 months from the closing of the IPO or~~October 30, ~~days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination,~~2025 at 5:~~00 p.m.~~00p.m., New York City time, or earlier upon redemption or liquidation.
The Company ~~will~~may redeem the Public Warrants when exercisable, in whole and not ~~be obligated to deliver any shares~~in part, at a price of ~~common stock pursuant to the exercise of a~~$0.01 per warrant, and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, or there is an applicable exemption therefrom. No warrant will be exercisable andso long as the Company ~~will~~provides not ~~be obligated~~less than 30 days’ prior written notice of redemption to ~~issue shares of common stock upon exercise of a~~each warrant ~~unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under~~holder, and if, and only if, the ~~securities laws~~reported last sale price of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of common stock underlying such Unit.
~~Once the warrants become exercisable, the Company may call the warrants for redemption:~~
● ~~in whole and not in part;~~
● ~~at a price of $0.01 per warrant;~~
● ~~upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and~~
● ~~if, and only if, the reported last sale price of the common stock~~Common Stock equals or exceeds $18.00 per share ~~(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)~~ for any 20 trading days within a 30-trading day period ~~commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant-holders.~~
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If the Company calls the warrants for redemption as described above, the management will have the option to require any holders that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date ~~on which~~the Company sends the notice of redemption ~~is sent~~ to the ~~holders of warrants.~~warrant holders.
~~NOTE 4 —~~ ~~PRIVATE PLACEMENT~~
Simultaneously with the ~~closing~~Company’s initial public offering, NBA consummated a private placement of ~~the IPO, the Sponsor purchased an aggregate~~545,000 Private Placement Warrants with its sponsor. The Private Placement Warrants are exercisable for one share of ~~500,000~~ ~~Private Units~~Common Stock at a price of $~~10.00~~$11.50 per share, subject to adjustment. The Private ~~Unit, for an aggregate purchase price of $5,000,000, in a private placement. The proceeds from the Private Units was added to the proceeds from the IPO held in the Trust Account.~~
~~Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of~~ ~~45,000~~ ~~Private Units to the Sponsor, at a purchase price of $~~10 ~~per Private Units, generating gross proceeds of $450,000~~.
~~Each Private Unit is~~Placement Warrants are identical to the Public Warrants, except that, so long as the Private Placement Warrants are held by the initial purchaser or its permitted transferees, the Private Placement Warrants : (1) may be exercised for cash or on a cashless basis; (2) may not be transferred, assigned or sold until thirty (30) days after the date of the Closing; and (3) may not be redeemed.
Post-Combination Warrants
As of September 30, 2021, there are 9,000,000 Post-Combination Warrants outstanding.
At Closing, the Company issued Post-Combination Warrants exercisable for 9,000,000 shares of Company Common Stock. The Post-Combination Warrants include: (i) 3,000,000 Post-Combination $12.50 Warrants; (ii) 3,000,000 Post-Combination $15.00 Warrants; and (iii) 3,000,000 Post-Combination $17.50 Warrants. As of September 30, 2021, there were 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants, and 3,000,000 Post-Combination $17.50 Warrants outstanding. The Post-Combination Warrants may only be exercised during the period commencing on the Closing and terminating on the earlier of (i) two years following the date of the Closing and (ii) the redemption date, as further described below, for a price of $12.50 per Post-Combination $12.50 Warrant, $15.00 per Post-Combination $15.00 Warrant and $17.50 per Post-Combination $17.50 Warrant.

15. SHARE-BASED COMPENSATION
Common Stock options
Prior to the Business Combination, the Company maintained its 2009 Omnibus Equity Compensation Plan (the “2009 Plan”). Upon Closing of the Business Combination, awards under the 2009 Plan were converted at the exchange ratio calculated in accordance with the Business Combination Agreement and the 2021 Stock Incentive Plan (the “2021 Plan” and together with the 2009 Plan, “the Plans”) was adopted and approved. As of September 30, 2021, there were 11,781,146 shares of Common Stock reserved under the Plans.
The following table sets forth the activity for all Common Stock options:
Schedule of common stock options
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years)

Outstanding, December 31, 2020 5,500,135 $ 3.99 6.79
Granted^(a) 445,664 6.29
Exercised (16,439 ) 4.75
Forfeited (155,932 ) 4.22
Outstanding, September 30, 2021^(b) 5,773,428 $ 4.16 6.19
Exercisable, September 30, 2021^(c) 4,068,628 $ 3.76 5.32
(a) The weighted average grant-date fair value of options granted during the nine months ending September 30, 2021 was $4.21 per share.
(b) The aggregate intrinsic value of all options outstanding as of September 30, 2021 was $14.6 million.
(c) The aggregate intrinsic value of all vested/exercisable options as of September 30, 2021 was $11.9 million.

Restricted Stock Awards
The following table sets forth the activity for all restricted stock awards:
Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years)

Outstanding, December 31, 2020 337,187 $ 3.83 8.59
Granted 25,566 6.29
Forfeited (17,282 ) 2.08
Outstanding, September 30, 2021 345,471 $ 4.10 8.37
Restricted Stock Units ~~sold~~
As part of the consideration in the ~~IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account~~Business Combination, RSUs with respect to ~~the placement~~1,750,000 shares ~~or placement warrants, which will expire worthless if the Company does not consummate a Business Combination within the allotted 12-month period (or up to 18-month period).~~
~~The Company’s Sponsor has agreed to waive redemption rights with respect~~of Common Stock were granted to the ~~placement shares (i)~~participants in Legacy Airspan’s MIP. For the RSUs granted to MIP Participants, the weighted average grant date fair value was $9.75. The RSUs granted in connection with the consummation of an initial Business Combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination, or amendments to its amended and restated certificate of incorporation prior thereto, to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) if the Company fails to consummate an initial Business Combination within the Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the Company’s Sponsor and any other holders of the founder shares and placement shares (the “initial stockholders”) will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate an initial Business Combination or liquidate within the Combination Period.
~~NOTE 5 —~~ ~~RELATED PARTY TRANSACTIONS~~
~~Founder Shares~~
~~In September 2020, the Sponsor purchased~~ ~~2,156,250~~ ~~shares of common stock for an aggregate purchase price of $25,000, or approximately $0.012~~ ~~per share (the “founder shares”). On October 20, 2020, the~~ Company effected a stock dividend resulting in its Sponsor holding 2,875,000 founder shares, representing an adjusted purchase price of approximately $0.009 per share. The founder shares, after giving effect to the stock dividend, include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. ~~In connection with the underwriters’ full exercise of their over-allotment option in November 2020, the~~ ~~375,000~~ ~~shares were no longer subject to forfeiture.~~
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~~The Sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of (i)~~MIP vest one year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination,grant.
Because the Company ~~consummates~~maintained a ~~subsequent liquidation, merger, stock exchange or other similar transaction which results in all of~~full valuation allowance on its ~~stockholders having~~U.S. deferred tax assets, it did not recognize any tax benefit related to share-based compensation expense for the ~~right to exchange their shares of common stock for cash, securities or other property.~~
~~Promissory Note — Related Party~~
Inthree and nine months ended September ~~2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000~~ ~~to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of~~ ~~December 31, 2020~~ ~~or the closing of the IPO. The loan would be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On November 2, 2020, the Company repaid $120,000~~ ~~to the Sponsor.~~
~~Due to Related Party~~
~~The balance of $10,000~~ ~~represents the unpaid administrative service fees as of June 30, 2021.~~
~~Related Party Loans~~
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide non-interest bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $~~1,500,000~~ ~~of such Working Capital Loans may be convertible into units at a price of $10.00~~ ~~per unit at the option of the lender. Such units would be identical to the Private Units. At June~~ 30, 2021 and ~~December 31, 2020, no such Working Capital Loans were outstanding.~~2020. As of September 30, 2021, there was $4.2
~~Related Party Extension Loans~~
~~The Company will have up~~ million of unrecognized compensation expense related to ~~12 months from the closing of the IPO~~stock options to ~~consummate an initial Business Combination. However, if the Company anticipates that it may not~~ be ~~able to consummate its initial Business Combination within 12 months, the Company may, by resolution of its board if requested by the Sponsor, extend the~~recognized over a weighted average period of ~~time~~2.25 years and $1.0 million of unrecognized compensation expense related to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combinationrestricted stock awards to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case, up to an aggregaterecognized over a weighted average period of $2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full) on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan.8.37 years.
The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided byfollowing table summarizes the number of ~~then outstanding Public Shares, subject~~authorized, unissued shares of Common Stock, under all employee stock plans, to ~~applicable law, and then seek to dissolve and liquidate.~~be issued upon exercise as of September 30, 2021:
Schedule of common stock reserved for future issuance under employee stock plans
Plans Number of Shares
Total awards available to be issued 6,007,718
Total options outstanding 5,773,428
Total common stock reserved for future issuance under employee stock plans 11,781,146
~~Administrative Service Fee~~
The ~~Company has agreed to pay an affiliate of its Sponsor, commencing on the Effective Date of the registration statement, a total of $10,000~~ ~~per month~~following table summarizes share-based compensation expense for ~~office space, utilities and secretarial and administrative support. For~~ the three and ~~six~~nine months ended ~~June~~September 30, 2021 ~~the Company incurred $30,000~~and $~~60,000~~ ~~of administrative services under this arrangement.~~ 2020 (in thousands):
Schedule of summarizes share-based compensation expense
Three Months Ended
September 30,
Nine Months Ended
September 30,

2021 2020 2021 2020
Research and development $ 214 $ 199 $ 682 $ 598
Sales and marketing 140 103 476 309
General and administrative 293 180 950 538
Cost of sales 14 13 42 37
Total share-based compensation $ 661 $ 495 $ 2,150 $ 1,482

1516. NET LOSS PER SHARE

Net loss per share is computed using the weighted average number of shares of Common Stock outstanding less the number of shares subject to repurchase.

As of June 30, 2021, investments in the Company’s Trust Account were held in treasury funds and are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of loss. The estimated fair values of investments held in Trust Account are determined using available market information.

There have been no dividends received from Dense Air for the three and nine months ended September 30, 2021 and 2020.

On March 22, 2021, an investor acquired the sole lender to Dense Air’s rights and obligations under a convertible loan agreement. Concurrently, the Company received a notice of conversion from the investor to convert the outstanding amount of the loan into shares equating to 95% of the share capital of Dense Air. The conversion is expected in the fourth quarter of 2021.

The Company receives reimbursement of its expenses for providing certain management support functions to Dense Air, a related party, which are not material.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to “we”, “us”, “our” or the “Company” after the Closing of the Business Combination are to ~~New Beginnings Acquisition Corp.,~~Airspan Networks Holdings Inc. and its consolidated subsidiaries, and prior to the Closing of the Business Combination are to Legacy Airspan and its consolidated subsidiaries, in each case, except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding ~~the completion of the Proposed Business Combination (as defined below), the Company’s~~our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, ~~including~~which may include, among other things: the risk of downturns and the possibility of rapid change in the highly competitive industry in which we operate; changes in laws and regulations affecting our business; the risk that we and our current and future collaborators are unable to successfully develop and commercialize our products or services, or experience significant delays in doing so; the ~~conditions of~~risk that we do not achieve or sustain profitability; the ~~Proposed Business Combination~~risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; the risk that we experience difficulties in managing our growth and expanding operations; the risk that third-party suppliers and manufacturers are not ~~satisfied.~~able to fully and timely meet their obligations; the risk of product liability or regulatory lawsuits or proceedings relating to our products and services; and the risk that we are unable to secure our intellectual property. For further information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of ~~the Company’s~~our Annual Report on Form 10-K (as amended) filed with the U.S. Securities and Exchange Commission (the “SEC”), or our registration statement on Form S-1 (the “Registration Statement”) as filed with the SEC on September 10, 2021. ~~The Company’s~~Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, ~~the Company disclaims~~we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We ~~are~~offer a ~~blank check company formed under the laws~~complete range of the State of Delaware on August 20, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering4G and ~~the sale of the Private Units, our securities, debt or a combination of cash, securities~~5G network build and ~~debt. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry.~~

~~The issuance of additional shares in connection~~network densification products with an ~~initial business combination~~expansive portfolio of software and hardware tools for indoor and outdoor, compact femto, pico, micro and macro base stations, as well as an industry leading 802.11ac and 802.11ax fixed wireless access and backhaul solution portfolio for point-to-point and point-to-multipoint applications. Our solutions help network operators monetize the potential of 4G and 5G technologies and use cases and, in addition, allow enterprises to establish their own private networks especially in 5G, where dedicated spectrum has been allocated. We have developed differentiated RAN software and hardware products to help operators get the ~~owners of~~maximum capacity and coverage in the ~~target or other investors:~~following ways:

●

~~may significantly dilute~~Very high performance wireless network technology for both access and backhaul components of the ~~equity interest of investors;~~network.

●

~~may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;~~

●

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

●

~~may have the effect~~Energy efficient and integrated form factors, enabling cost effective deployment of ~~delaying or preventing~~RAN technology that are able to avoid zoning and site acquisition constraints, which translate into a ~~change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and~~

●

~~may adversely affect prevailing market prices~~quicker time-to-market for our ~~common stock and/or Public Warrants.~~customers.

~~Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:~~

●

~~default~~Easy to use, affordable and ~~foreclosure on our assets if our operating revenues after an initial business combination are insufficient~~comprehensive core network elements to ~~repay our debt obligations;~~support 4G, 5G and fixed wireless services.

●

Sophisticated provisioning and orchestration software for both backhaul and RAN for 4G and 5G access and the core network that can also integrate a wide range of access.

●

~~acceleration~~Fully virtualized cloud native modular software and hardware solutions that adhere to open standards allowing our operator customers to fundamentally shift the dynamics of ~~our obligations to repay~~ the ~~indebtedness even if we make all principal~~value and ~~interest payments when due if we breach certain covenants that require~~supply chains of the ~~maintenance~~wireless industry. This decreases vendor lock-in and as a result lowers total cost of ~~certain financial ratios or reserves without a waiver or renegotiation~~ownership typical of ~~that covenant;~~

●

~~our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;~~

●

~~our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;~~

●

~~our inability to pay dividends on our common stock;~~

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

●

~~limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~

●

~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;~~

●

~~limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and~~

●

~~other purposes and other disadvantages compared to our competitors who have less debt.~~traditional incumbent competitors.

~~We expect to continue to incur significant costs~~The market for our wireless systems includes leading mobile CSPs, large enterprises, military communications integrators and ISPs. Our strategy applies the same network technology across all addressable sectors.

Our main operations are in: Slough, United Kingdom; Mumbai and Bangalore, India; Tokyo, Japan; Airport City, Israel; and Santa Clara, California, and our corporate headquarters is in ~~the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.~~Boca Raton, Florida.

Recent Developments

~~On March 8, 2021,~~The Business Combination

We consummated the ~~Company, and Airspan Networks Inc., a Delaware corporation (“Airspan”), jointly issued a press release announcing the execution of a~~ Business Combination ~~agreement (the “Business~~on August 13, 2021, pursuant to the terms of the Business Combination ~~Agreement”) among~~Agreement. Under the ~~Company,~~Business Combination Agreement, Legacy Airspan ~~and Artemis Merger Sub Corp.,~~became a ~~Delaware corporation and~~ wholly-owned subsidiary of the Company. Thereafter, the Company ~~(“Merger Sub”), pursuant~~was renamed Airspan Networks Holdings Inc.

In connection with the Business Combination, holders of 9,997,049 shares of Common Stock sold in NBA’s initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of NBA’s trust account, which ~~Merger Sub will merge with and into Airspan, with Airspan surviving the Merger as~~was approximately $10.10 per share, or an aggregate redemption payment of $100.97 million.

As a ~~wholly-owned direct subsidiary~~result of the ~~Company~~Business Combination, (i) 59,726,486 shares of Common Stock (including 345,471 shares of restricted Common Stock), 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants and 3,000,000 Post-Combination $17.50 Warrants were issued to Legacy Airspan stockholders, (ii) outstanding options to purchase Legacy Airspan Common Stock and Legacy Airspan Class B Common Stock were converted into options to purchase an aggregate of 5,815,796 shares of Common Stock, (iii) $17,500,000 in cash was paid and RSUs with respect to 1,750,000 shares of Common Stock were issued to the participants in Legacy Airspan’s management incentive plan (the ~~“Proposed Business Combination,” together~~“MIP”) and (iv) 4,257,718 shares of Common Stock were reserved for issuance in connection with future grants under the 2021 Plan.

In connection with the ~~other transactions related thereto,~~Business Combination, we also issued 7,500,000 shares of Common Stock to the ~~“Proposed Transactions”).~~PIPE Investors, at a price of $10.00 per share, for aggregate consideration of $75.0 million, and $50.0 million in aggregate principal amount of Convertible Notes.

~~The consideration to be paid~~After giving effect to the ~~pre-closing equityholders~~transactions and redemptions described above, there were 72,024,437 shares of ~~Airspan~~our Common Stock issued and outstanding immediately following the ~~pre-closing equityholders at~~Closing. Our Common Stock, Public Warrants, Post-Combination $12.50 Warrants, Post-Combination $15.00 Warrants and Post-Combination $17.50 Warrants commenced trading on the NYSE American under the symbols “MIMO”, “MIMO WS”, “MIMO WSA”, “MIMO WSB” and “MIMO WSC”, respectively, on August 16, 2021.

Following the closing of the Business Combination, ~~(the “Closing”) will be equity consideration, pursuant to which each issued~~Legacy Airspan was deemed the accounting acquirer, and ~~outstanding share of Airspan’s capital stock shall automatically be converted into and become~~ the ~~right to receive, in accordance with~~Company is the ~~Payment Spreadsheet (as defined~~successor SEC registrant. Although the legal acquirer in the Business Combination ~~Agreement), the number of shares of our common stock~~Agreement was New Beginnings, for financial accounting and ~~newly issued warrants s set forth in the Payment Spreadsheet. We shall assume the Company Equity Plan (as defined in~~reporting purposes under GAAP, the Business Combination ~~Agreement),~~is accounted for as a reverse recapitalization. A reverse recapitalization does not result in a new basis of accounting, and ~~all outstanding options and restricted stock units shall be converted into a right to receive our securities as set forth on~~ the ~~Payment Spreadsheet. The participants~~financial statements of the combined entity represent the continuation of the financial statements of Legacy Airspan in ~~Airspan’s Management Incentive Plan~~many respects. Under this method of accounting, New Beginnings will be ~~entitled~~treated as the acquired company for financial statement reporting purposes and the Business Combination will be treated as the equivalent of Legacy Airspan issuing stock for the net assets of New Beginnings, accompanied by a recapitalization. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Airspan became the historical financial statements of the Company, and New Beginnings’ assets, liabilities and results of operations were consolidated with Legacy Airspan’s on August 13, 2021. The net assets of New Beginnings will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to ~~receive a mix~~the Business Combination will be those of ~~cash consideration and equity consideration as set forth on the Payment Spreadsheet.~~Legacy Airspan.

The ~~Proposed Transactions will be consummated subject to the deliverables~~most significant change in our future reported financial position and ~~provisions~~results as ~~further described in~~a result of the Business Combination ~~Agreement.~~is an increase in cash (as compared to Legacy Airspan’s balance sheet immediately prior to the Business Combination) of approximately $115.5 million and an increase of indebtedness (as compared to Legacy Airspan’s balance sheet immediately prior to the Business Combination) of $40.7 million as a result of the issuance of the Convertible Notes. Total non-recurring transaction costs are approximately $27.0 million.

As a majority of Legacy Airspan’s current management team and business operations comprise our management and operations, we will need to implement procedures and processes to address public company regulatory requirements and customary practices. We expect we will incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

On July 23, 2021, the SEC declared effective the registration statement on Form S-4 filed with the SEC in connection with the proposed business combination between the Company and Airspan and, on July 26, the Company commenced mailing the definitive proxy statement/prospectus/consent solicitation statement relating to the special meeting in lieu of the 2021 annual meeting of the Company’s stockholders.Convertible Notes

On July 30, 2021, ~~the Company~~we entered into ~~a Senior Secured~~the Convertible Note Purchase ~~and Guarantee~~ Agreement, (the “Purchase Agreement”) by and among the Company, as issuer, Merger Sub, as guarantor, DBFIP ANI LLC, as agent, collateral agent and trustee (in such capacities, the “Collateral Agent”), and FIP UST LP, Drawbridge Special Opportunities Fund LP, DBDB Funding LLC, Fortress Lending II Holdings L.P., FLF II Holdings Finance L.P., Fortress Lending Fund II MA-CRPTF LP, Fortress Lending I Holdings L.P. and FLF I Holdings Finance L.P. (collectively, the “Purchasers” and each, a “Purchaser”), pursuant to which, ~~the Company will issue between $20.0 million and $66.0~~on August 13, 2021, we issued $50.0 million in aggregate principal amount of ~~senior secured convertible notes (each, a “Convertible Note”, and collectively, the “Convertible Notes”) immediately prior to or substantially concurrent with the closing of the Transactions.~~Convertible Notes. The Convertible Notes ~~will~~ bear interest at a rate equal to 7.0% per annum (the “Base Rate”), payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2021. Under certain circumstances, a default interest will apply following an event of default under the Convertible Notes at a per annum rate equal to the lower of (i) the Base Rate plus 3.75% and (ii) the maximum amount permitted by law. The Convertible Notes will mature on December ~~31,~~30, 2024, unless earlier accelerated, converted, redeemed or repurchased.

The Convertible Notes, together with all accrued but unpaid interest thereon, ~~will be~~are convertible, in whole or in part, at any time prior to the payment in full of the principal amount thereof (together with all accrued but unpaid interest thereon), into shares of ~~common stock of the combined company following the consummation of the Transactions (the “Post-Combination Company”)~~Common Stock at a conversion price equal to $12.50 per share. The conversion price with respect to the Convertible Notes ~~will be~~is subject to adjustment to reflect stock splits and subdivisions, stock and other dividends and distributions, recapitalizations, reclassifications, combinations and other similar changes in capital structure. The conversion price with respect to the Convertible Notes ~~will be~~is also subject to a broad-based weighted average anti-dilution adjustment in the event ~~the Post-Combination Company issues,~~we issue, or isare deemed to have issued, shares of ~~Post-Combination Company common stock,~~Common Stock, other than certain excepted issuances, at a price below the conversion price then in effect.

COVID-19 Update

The spread of COVID-19, a novel strain of coronavirus, has and continues to alter the behavior of business and people in a manner that is having negative effects on local, regional and global economies. The COVID-19 pandemic continues to have an impact with short-term disruptions on our supply chains, as governments take robust actions to minimize the spread of localized COVID-19 outbreaks. The continued impact on our supply chains has caused delayed production and fulfilment of customer orders, disruptions and delays of logistics and increased logistic costs. As a further consequence of the COVID-19 pandemic, component lead times have extended as demand outstrips supply on certain components, including semiconductors, and have caused the costs of components to increase. These extended lead times have caused us to extend our forecast horizon with our contract manufacturing partners and have increased the risk of supply delays. We cannot at this time accurately predict what effects, or their extent, the coronavirus outbreak will have on the remainder of our 2021 and 2022 operating results, due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, component shortages and increased component costs, the length of voluntary business closures, and governmental actions taken in response to the outbreak. More generally, the widespread health crisis has and may continue to adversely affect the global economy, resulting in an economic downturn that could affect demand for our products and therefore impact our results of operations and financial condition.

Further quantification of these pandemic effects, to the extent relevant and material, are included in the discussion of results of operations below.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenue, cost of revenue, research and development, sales and marketing, general and administrative, interest expense, income taxes and net income. To further help us assess our performance with these key indicators, we use Adjusted EBITDA as a non-GAAP financial measure. We believe Adjusted EBITDA provides useful information to investors and expanded insight to measure our revenue and cost performance as a supplement to our GAAP consolidated financial statements. See the “Adjusted EBITDA” sections below for a reconciliation to net income (loss), the most directly comparable GAAP measure.

Revenues

We derive the majority of our revenues from sales of our networking products, with the remaining revenue generated from software licenses and service fees relating to non-recurring engineering, product maintenance contracts and professional services for our products. We sell our products and services to end customers, distributors and resellers. Products and services may be sold separately or in bundled packages.

Our top three customers accounted for 60.4% and 63.0% of revenue for the three months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, our top three customers accounted for 59.6% and 64.2%, respectively.

Our sales outside the U.S. and North America accounted for 73.2% and 68.1% of our total revenue in three months ended September 30, 2021 and 2020, respectively, and 70.3% and 67.3% of our total revenue in nine months ended September 30, 2021 and 2020, respectively. The following table identifies the percentage of our revenue by customer geographic region in the periods identified.

	Three Months Ended September 30,						Nine Months Ended September 30,
Geographic Area	2021			2020			2021			2020
United States		26.2	%		31.8	%		29.2	%		31.9	%
Other North America		0.6	%		0.1	%		0.5	%		0.8	%
North America		26.8	%		31.9	%		29.7	%		32.7	%
India		32.4	%		24.7	%		20.4	%		24.4	%
Japan		22.0	%		26.8	%		34.0	%		27.4	%
Other Asia		2.7	%		2.5	%		2.4	%		1.5	%
Asia		57.1	%		54.0	%		56.8	%		53.3	%
Europe		1.2	%		4.6	%		3.8	%		5.2	%
Africa and the Middle East		11.6	%		5.8	%		5.8	%		5.5	%
Latin America and the Caribbean		3.3	%		3.7	%		3.9	%		3.3	%
Total revenue		100	%		100	%		100	%		100	%

Cost of Revenues

Cost of revenues consists of component and material costs, direct labor costs, warranty costs, royalties, overhead related to manufacture of our products and customer support costs. Our gross margin is affected by changes in our product mix both because our gross margin on software and services is higher than the gross margin on base station related equipment, and because our different product lines generate different margins. In addition, our gross margin is affected by changes in the average selling price of our systems and volume discounts granted to significant customers. The COVID-19 pandemic continues to have an impact with disruptions to our supply chains, which have caused extended component lead times, increased component costs, as well as disruption and increased expenses in logistics. We expect the average selling prices of our existing products to continue to decline and we intend to continue to implement product cost reductions and develop and introduce new products or product enhancements in an effort to maintain or increase our gross margins. Further, we may derive an increasing proportion of our revenue from the sale of our integrated systems through distribution channels. Revenue derived from these sales channels typically carries a lower gross margin than direct sales.

Operating Expenses

Research and Development

Research and development expenses consist primarily of salaries and related costs for personnel and expenses for design, development, testing facilities and equipment depreciation. These expenses also include costs associated with product development efforts, including consulting fees and prototyping costs from initial product concept to manufacture and production as well as sub-contracted development work. We expect to continue to make substantial investments in research and development.

Sales and Marketing

Sales and marketing expenses consist of salaries and related costs for personnel, sales commissions, consulting and agent’s fees and expenses for advertising, travel, technical assistance, trade shows, and promotional and demonstration materials. We expect to continue to incur substantial expenditures related to sales and marketing activities.

General and Administrative

General and administrative expenses consist primarily of salaries and related expenses for our personnel, audit, professional and consulting fees and facilities costs.

Non-Operating Expenses

Interest Expense, Net

Interest expense consists primarily of interest associated with our senior secured credit facility, which consisted of a term loan and revolving credit facility, the Convertible Notes and two subordinated loan facilities. Interest on the term loan was determined based on the highest of the LIBOR Rate, commercial lending rate of the collateral agent and federal funds rate, plus an applicable margin. Interest on the revolving credit facility is based on the LIBOR Rate plus an applicable margin. On ~~August 11, 2021,~~December 30, 2020 we amended and restated the ~~Company’s stockholders approved~~terms of our credit facility with Fortress. (See Note 9 of the notes to unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on this agreement.)

Income Tax (Expense) Benefit

Our provision for income tax (expense) benefit includes the expected benefit of all ~~proposals~~deferred tax assets, including our net operating loss carryforwards. Our net operating loss carryforwards will begin to expire in 2025 and continue to expire through 2037. Our tax (expense) benefit has been impacted by non-deductible expenses, including equity compensation and research and development amortization.

Net Loss

Net loss is determined by subtracting operating and non-operating expenses from revenues.

Non-GAAP Financial Measures

Adjusted EBITDA is defined as net income before depreciation and amortization, interest expense and income taxes, and also adjusted to add back share-based compensation costs, changes in the fair value of the warrant liability and embedded derivatives and one-time costs related to the Business Combination, atas these costs are not considered a ~~special meeting~~part of ~~stockholders.~~our core business operations and are not an indicator of ongoing, future company performance. We use Adjusted EBITDA to evaluate our performance, both internally and as compared to our peers, because these measures exclude certain items that may not be indicative of our core operating results, as well as items that can vary widely among companies within our industry. For example, share-based compensation costs can be subject to volatility from changes in the market price per share of our Common Stock or variations in the value and number of shares granted.

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business because it excludes, among other things, the effects of certain transactions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments.

We present this non-GAAP financial measure because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results by focusing on our core operating results and is useful to evaluate our performance in conjunction with our GAAP financial measures. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income, net income or earnings per share, as a measure of operating performance, cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP measures.

In particular, Adjusted EBITDA is subject to certain limitations, including the following:

●

Adjusted EBITDA does not reflect interest expense, or the amounts necessary to service interest or principal payments under the Fortress Credit Agreement;

●

Adjusted EBITDA does not reflect income tax provision (benefit), and because the payment of taxes is part of our operations, tax provision is a necessary element of our costs and ability to operate;

●

Although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;

●

Adjusted EBITDA does not reflect the noncash component of share-based compensation;

●

Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations; and

●

Other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.

We adjust for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.

Segments

Our business is organized around one reportable segment, the development and supply of broadband wireless products and technologies. This is based on the objectives of the business and how our chief operating decision maker, the President and Chief Executive Officer, monitors operating performance and allocates resources.

Results of Operations

~~We have neither engaged in any~~The following table summarizes key components of our results of operations ~~nor generated any revenues to date. Our only activities from August 20, 2020 (inception) through June~~for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2021			2020			2021			2020
Revenues	$	38,923		$	36,038		$	126,906		$	91,409
Cost of revenues		21,815			18,693			69,626			44,625
Gross profit		17,108			17,345			57,280			46,784

Operating expenses:
Research and development		17,529			13,239			47,427			38,952
Sales and marketing		10,315			7,051			25,157			21,464
General and administrative		19,347			4,043			28,247			11,990
Amortization of intangibles		299			596			897			1,374
Loss on sale of assets		-			-			-			22
Total operating expenses		47,490			24,929			101,728			73,802

Loss from operations		(30,382	)		(7,584	)		(44,448	)		(27,018	)
Interest expense, net		(3,630	)		(1,480	)		(8,580	)		(4,676	)
Gain on extinguishment of debt		-			-			2,096			-
Other (expense) income, net		7,516			(685	)		636			(1,925	)

Loss before income taxes		(26,496	)		(9,749	)		(50,296	)		(33,619	)
Income tax expense		(457	)		(172	)		(624	)		(370	)

Net loss	$	(26,953	)	$	(9,921	)	$	(50,920	)	$	(33,989	)

Three Months Ended September 30, 2021 ~~were organizational activities and those necessary~~Compared to ~~prepare~~the Three Months Ended September 30, 2020

Revenues

Revenues for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. Weabove periods are ~~incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.~~presented below:

	Three Months Ended September 30,
($ in thousands)	2021		% of Revenue			2020		% of Revenue
Revenues:
Products and software licenses	$	32,447		83.4	%	$	25,227		70.0	%
Maintenance, warranty and services		6,476		16.6	%		10,811		30.0	%
Total revenues	$	38,923		100.0	%	$	36,038		100.0	%

~~For~~

Revenue from products and software licenses of $32.4 million for the three months ended ~~June~~September 30, 2021 increased by $7.2 million from $25.2 million for the three months ended September 30, 2020. This increase was primarily due to increases in sales of products to one customer in Asia Pacific of $3.4 million, sales of products to one customer in Africa and the Middle East of $2.1 million and sales of products to two customers in the U.S. of $1.8 million.

Revenue from maintenance, warranty and services of $6.5 million for the three months ended September 30, 2021 decreased by $4.3 million from $10.8 million for the three months ended September 30, 2020. This decrease was primarily due to the termination of a maintenance agreement with a North American customer which generated revenue of $2.7 million in the three months ended September 30, 2020 and other service revenue decreased by $1.7 million due to successful completion of projects in the three months ended September 30, 2020 not replicated in the three months ended September 30, 2021.

Cost of Revenues

Cost of revenues for the above periods are presented below:

	Three Months Ended September 30,
($ in thousands)	2021		% of Revenue			2020		% of Revenue
Cost of Revenues:
Products and software licenses	$	20,990		53.9	%	$	17,344		48.1	%
Maintenance, warranty and services		825		2.1	%		1,349		3.8	%
Total cost of revenues	$	21,815		56.0	%	$	18,693		51.9	%

Cost of revenues from products and software licenses of $21.0 million for the three months ended September 30, 2021 increased by $3.7 million from $17.3 million for the three months ended September 30, 2020. This increase was primarily due to revenue growth, offset by an increase in indirect costs caused by the worldwide shortage of electronics, component costs and expediting fees and limited availability of cargo space.

Cost of revenues from maintenance, warranty and services of $0.8 million for the three months ended September 30, 2021 decreased by $0.5 million from $1.3 million for the three months ended September 30, 2020 due to lower revenue in the three months ended September 30, 2021.

Operating Expenses

Operating expenses for the above periods are presented below:

	Three Months Ended September 30,
($ in thousands)	2021		% of Revenue			2020		% of Revenue
Operating expenses:
Research and development	$	17,529		45.0	%	$	13,239		36.7	%
Sales and marketing		10,315		26.5	%		7,051		19.6	%
General and administrative		19,347		49.7	%		4,043		11.2	%
Amortization of intangibles		299		0.8	%		596		1.7	%
Total operating expenses	$	47,490		122.0	%	$	24,929		69.2	%

Research and development— Research and development expenses were $17.5 million for the three months ended September 30, 2021, an increase of $4.3 million from $13.2 million for the three months ended September 30, 2020. The increase was primarily due to the MIP payout of $1.8 million, increased headcount-related expenses of $1.5 million and increased patent fee provision of $1.0 million.

Sales and marketing— Sales and marketing expenses were $10.3 million for the three months ended September 30, 2021, an increase of $3.2 million from $7.1 million for the three months ended September 30, 2020, primarily due to the MIP payout of $3.3 million.

General and administrative— General and administrative expenses of $19.3 million for the three months ended September 30, 2021 increased by $15.3 million from $4.0 million for the three months ended September 30, 2020. The increase was primarily due to the MIP payout of $13.4 million, increased director and officer insurance and other public company expenses of $0.6 million, increased professional and legal fees of $0.7 million, an increase in headcount and related costs of $0.3 million and increased facility costs of $0.3 million.

Amortization of intangibles— Amortization of intangibles of $0.3 million for the three months ended September 30, 2021 decreased by $0.3 million from $0.6 million for the three months ended September 30, 2020 due to the amortization of trademarks completing.

Non-Operating Expenses

Interest expense, net— Interest expense, net was $3.6 million for the three months ended September 30, 2021, an increase of $2.1 million from $1.5 million for the three months ended September 30, 2020. The increase was primarily due to higher interest rates under the Fortress Credit Agreement and Convertible Notes, compared to the PWB Facility in place for the three months ended September 30, 2020.

Other (expense) income, net— Other (expense) income, net was income of $7.5 million for the three months ended September 30, 2021, a difference of $8.2 million from an expense of $0.7 million for the three months ended September 30, 2020. The difference was primarily due to $7.7 million in gains on changes to the fair value of the warrant and derivative fair values offset by $0.2 million in foreign currency losses.

Income tax expense— Income tax expense was $0.5 million and $0.2 million for the three months ended September 30, 2021 and 2020, respectively.

Net Loss

We had a net loss of $27.0 million for the three months ended September 30, 2021 compared to a net loss of $9.9 million for the three months ended September 30, 2020, a decrease of $17.1 million due to the same factors described above.

Non-GAAP Financial Measures

Adjusted EBITDA

The following table presents the reconciliation of net loss, the most directly comparable GAAP measure, to Adjusted EBITDA:

	Three Months Ended September 30,
($ in thousands)	2021			2020
Net Loss	$	(26,953	)	$	(9,921	)

Adjusted for:
Interest expense, net		3,630			1,480
Income tax (benefit) expense		457			172
Depreciation and amortization		988			1,278
EBITDA		(21,878	)		(6,991	)
Share-based compensation expense		661			495
Change in fair value of warrant liability and derivatives		(11,562	)		692
Transaction costs allocated to the warrants		3,824			-
Management Incentive Plan expense related to Business Combination		18,513			–
Adjusted EBITDA	$	(10,442	)	$	(5,804	)

Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020

Revenues

Revenues for the above periods are presented below:

	Nine Months Ended September 30,
($ in thousands)	2021		% of Revenue			2020		% of Revenue
Revenues:
Products and software licenses	$	106,487		83.9	%	$	60,520		66.2	%
Maintenance, warranty and services		20,419		16.1	%		30,889		33.8	%
Total revenues	$	126,906		100.0	%	$	91,409		100.0	%

Revenue from products and software licenses of $106.5 million for the nine months ended September 30, 2021 increased by $46.0 million from $60.5 million for the nine months ended September 30, 2020. This increase was primarily due to increase in sales of products in Asia Pacific of $26.3 million, primarily to two customers, and growth in distribution sales in the North American market of $13.6 million, while Middle East and Africa, Latin America and Europe accounted for $2.6 million, $2.3 million and $1.0 million respectively.

Revenue from maintenance, warranty and services of $20.4 million for the nine months ended September 30, 2021 decreased by $10.5 million from $30.9 million for the nine months ended September 30, 2020. This decrease was primarily due to the termination of a maintenance and features agreement with a North American customer at the end of the first quarter of 2021 resulted in revenue of $6.2 million during the nine months ended September 30, 2020 that did not recur in the nine months ended September 30, 2021 and successful completion of time and materials projects in the nine months ended September 30, 2020 which resulted in revenue of $2.9 million for an Asia Pacific customer and $1.4 million for a European group that did not recur in the nine months ended September 30, 2021.

Cost of Revenues

Cost of revenues for the above periods are presented below:

	Nine Months Ended September 30,
($ in thousands)	2021		% of Revenue			2020		% of Revenue
Cost of Revenues:
Products and software licenses	$	66,605		52.5	%	$	41,179		45.0	%
Maintenance, warranty and services		3,021		2.4	%		3,446		3.8	%
Total cost of revenues	$	69,626		54.9	%	$	44,625		48.8	%

Cost of revenues from products and software licenses of $66.6 million for the nine months ended September 30, 2021 increased by $25.4 million from $41.2 million for the nine months ended September 30, 2020. This increase was primarily due to revenue growth which was impacted by a change in product mix, with most of the growth relating to product sales, which carry lower margins than services. In addition, there has been an increase in indirect costs caused by the worldwide shortage of electronics, component costs and expediting fees and limited availability of cargo space.

Cost of revenues from maintenance, warranty and services of $3.0 million for the nine months ended September 30, 2021 decreased by $0.4 million from $3.4 million for the nine months ended September 30, 2020, which is attributable to a decrease in revenues from maintenance.

Operating Expenses

Operating expenses for the above periods are presented below:

	Nine Months Ended September 30,
($ in thousands)	2021		% of Revenue			2020		% of Revenue
Operating expenses:
Research and development	$	47,427		37.4	%	$	38,952		42.6	%
Sales and marketing		25,157		19.8	%		21,464		23.5	%
General and administrative		28,247		22.3	%		11,990		13.1	%
Amortization of intangibles		897		0.7	%		1,374		1.5	%
Loss on sale of assets		-		-	%		22		-	%
Total operating expenses	$	101,728		80.2	%	$	73,802		80.7	%

Research and development— Research and development expenses were $47.4 million for the nine months ended September 30, 2021, an increase of $8.4 million from $39.0 million for the nine months ended September 30, 2020. The increase was primarily due to increased headcount expenses of $5.2 million, the MIP payout of $1.8 million, an increased patent fee provision of $1.0 million and $0.4 million of other increased costs.

Sales and marketing— Sales and marketing expenses were $25.2 million for the nine months ended September 30, 2021, an increase of $3.7 million from $21.5 million for the nine months ended September 30, 2020. The increase was the result of the MIP payout of $3.3 million and $0.4 million of other increased costs.

General and administrative— General and administrative expenses of $28.2 million for the nine months ended September 30, 2021 increased by $16.2 million from $12.0 million for the nine months ended September 30, 2020. The increase was primarily due to the MIP payout of $13.4 million, increased legal and professional fees of $1.4 million, increased director and officer insurance and other public company expenses of $0.6 million, $0.4 million of additional share-based compensation and an increase in other costs of $0.4 million.

Amortization of intangibles— Amortization of intangibles of $0.9 million for the nine months ended September 30, 2021 decreased by $0.5 million from $1.4 million for the nine months ended September 30, 2020 due to the amortization of trademarks completing.

Non-Operating Expenses

Interest expense, net— Interest expense, net was $8.6 million for the nine months ended September 30, 2021, an increase of $3.9 million from $4.7 million for the nine months ended September 30, 2020. The increase was primarily due to higher interest rates under the Fortress Credit Agreement and Convertible Notes, compared to the PWB Facility in place for the nine months ended September 30, 2020.

Gain on extinguishment of debt – Gain on extinguishment of debt was $2.1 million for the nine months ended September 30, 2021, an increase of $2.1 million from the nine months ended September 30, 2020. For the nine months ended September 30, 2021, we recorded a gain on extinguishment of debt for the PPP Loan of $2.1 million and the accrued interest of $23 thousand.

Other income (expense), net— Other income (expense), net was income of $0.6 million for the nine months ended September 30, 2021, a difference of $2.5 million from an expense of $1.9 million for the nine months ended September 30, 2020. The difference was primarily due to $4.9 million in gains on changes to the fair value of the warrant liability and derivative fair values offset by $2.4 million in foreign currency losses.

Income tax expense— Income tax expense was $0.6 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively.

Net Loss

We had a net loss of $7,705,427, which consisted of operating costs of $2,071,796, unrealized loss on change in fair value of warrants of $5,638,820, offset by interest income earned on investment held in our Trust Account of $5,189.

~~For~~$50.9 million for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~we had~~compared to a net loss of ~~$4,662,223, which consisted~~$34.0 million for the nine months ended September 30, 2020, a decrease of ~~operating costs~~$16.9 million due to the same factors described above.

Non-GAAP Financial Measures

Adjusted EBITDA

The following table presents the reconciliation of ~~$2,652,960, unrealized~~net loss, ~~on change in fair value of warrants of $2,028,570, offset by interest income earned on investment held in our Trust Account of $19,307.~~the most directly comparable GAAP measure, to Adjusted EBITDA:

	Nine Months Ended September 30,
($ in thousands)	2021			2020
Net Loss	$	(50,920	)	$	(33,989	)

Adjusted for:
Interest expense, net		8,580			4,676
Income tax expense		624			370
Depreciation and amortization		3,117			3,624
EBITDA		(38,599	)		(25,319	)
Share-based compensation expense		2,150			1,482
Change in fair value of warrant liability and derivatives		(7,045	)		1,756
Transaction costs allocated to the warrants		3,824			-
Management Incentive Plan expense related to Business Combination		18,513			–
Adjusted EBITDA	$	(21,157	)	$	(22,081	)

Liquidity and Capital Resources

~~On November 3, 2020, we consummated~~To date, our principal sources of liquidity have been our cash and cash equivalents and cash generated from operations, proceeds from the ~~Initial Public Offering~~issuance of ~~10,000,000 Units, which includes~~long term debt, preferred and common stock, and the sale of ~~500,000 Private Units,~~certain receivables. Our capital requirements depend on a number of factors, including sales, the extent of our spending on research and development, expansion of sales and marketing activities and market adoption of our products and services.

We had $164.4 million of current assets and $68.6 million of current liabilities at ~~$10.00 per Unit, generating gross proceeds~~September 30, 2021. During the nine months ended September 30, 2021, we used $45.3 million in cash flows from operating activities, primarily from the collection of ~~$105 million. On November 9, 2020, simultaneously with~~our outstanding accounts receivables. We are investing heavily in 5G research and development and expect to use cash from operations during the ~~closing~~remainder of 2021 to fund research and development activities. Cash on hand and the available borrowing capacity under the Fortress Credit Agreement may not allow us to meet our forecasted cash requirements.

Days sales outstanding (“DSO”) is a measurement of the ~~first exercise in part~~time it takes to collect receivables. DSO is calculated by dividing accounts receivable, net as of the ~~underwriters’ over-allotment option~~end of the quarter by the average daily revenue for ~~1,000,000 Units,~~ the ~~Company completed~~quarter. Average daily revenue for the ~~private sale~~quarter is calculated by dividing the quarterly revenue by ninety days. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected. We are also actively evaluating the potential negative impact of COVID-19 on our customers’ ability to pay our accounts receivable. DSO can fluctuate due to the timing and nature of contracts, as well as the payment terms of individual customers. DSO was 124 days and 79 days as of September 30, 2021 and December 31, 2020, respectively. The increase in DSO as of September 30, 2021 is attributable to an increase in the balance of contract assets and higher sales to customers with longer average payment terms. Notwithstanding the DSO of 79 days as of December 31, 2020, our accounts receivable were $71.6 million due to high sales volumes in the fourth quarter of 2020. As of September 30, 2021, our accounts receivable were $53.4 million.

During 2020, we and four of our wholly owned subsidiaries had the PWB Facility with PWB and Ally. Under the PWB Facility, we could borrow up to $45 million, subject to compliance with certain covenants. (See Note 7 of the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.) In addition to the PWB Facility, we had an aggregate of ~~30,000 Private Units~~$39.0 million of subordinated debt with two other lenders. (See Notes 8 and 9 of the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.)

During 2020, we entered into several amendments to the PWB Facility. These amendments modified the financial and funding covenants and extended the due date for the audited consolidated financial statements. The PWB Facility was extended to mature on December 31, 2020. On December 30, 2020, Fortress and certain other lenders purchased the outstanding indebtedness under the PWB Facility. Fortress replaced PWB as administrative agent and collateral agent under the facility. On the same date, Fortress, the other lenders party thereto, Legacy Airspan and certain of its subsidiaries modified the terms of such indebtedness by amending and restating the existing credit agreement, including an extension of the maturity date.

On August 6, 2015, we issued Golden Wayford Limited the $10.0 million subordinated Golden Wayford Note pursuant to the subordinated convertible purchase agreement, also dated August 6, 2015. The Golden Wayford Note, in the amount of $9.0 million plus interest, matured on September 30, 2020. We were not able to agree to an extended maturity date and the Golden Wayford Note remained outstanding as of December 31, 2020 and in default under the terms of the arrangement. We were granted a limited waiver under the Fortress Credit Agreement which waives each actual and prospective default and event of default existing under the Fortress Credit Agreement directly as a result of the non-payment of the Golden Wayford Note for so long as the Golden Wayford Note remains in effect. The waiver is limited to the actual and prospective defaults under the Fortress Credit Agreement as they existed on December 30, 2020 and not to any other change in facts or circumstances occurring after December 30, 2020. The waiver does not restrict Fortress from exercising any rights or remedies they may have with respect to any other default or event of default under the Fortress Credit Agreement or the related loan documents.

On December 30, 2020, Legacy Airspan and each of our ~~Sponsor,~~subsidiaries (other than Dense Air Limited or any of its subsidiaries) as guarantors, entered into the Fortress Credit Agreement with Fortress. At Closing, on August 13, 2021, the Company, Legacy Airspan and certain of our subsidiaries who are party to the Fortress Credit Agreement entered into a Waiver and Consent, Second Amendment, Restatement, Joinder and Omnibus Amendment to Credit Agreement and Other Loan Documents relating to the Fortress Credit Agreement with Fortress to, among other things, add the Company as a guarantor, recognize and account for the Business Combination, recognize and account for the Convertible Notes and provide updated procedures for replacement of LIBOR. As of September 30, 2021, we were not in compliance with all applicable covenants under the Fortress Credit Agreement; however, we were granted a waiver from compliance for these covenants as of September 30, 2021 and prospectively for December 31, 2021. See Note 7 and Note 9 of the notes to the unaudited condensed consolidated financial statements included in this Quarterly Reports on Form 10-Q for further discussion on this agreement.

On August 13, 2021, we closed the Business Combination. In connection with the Closing, we issued 7,500,000 shares of Common Stock to the PIPE Investors, at a ~~purchase~~ price of $10.00 per ~~Private Units, generating gross proceeds~~share, for aggregate consideration of ~~$10,300,000. On November 12, 2020, simultaneously~~$75.0 million, and $50.0 million in aggregate principal amount of Convertible Notes. As of September 30, 2021, we were not in compliance with all applicable covenants under the ~~closing~~Fortress Convertible Note Agreement; however, we were granted a waiver from compliance with these covenants as of September 30, 2021 and prospectively for December 31, 2021. See Note 10 of the ~~second exercise~~notes to the unaudited condensed consolidated financial statements included in ~~part~~this Quarterly Report on Form 10-Q for further discussion of this agreement.

As of September 30, 2021, the Company had commitments with its main subcontract manufacturers under various purchase orders and forecast arrangements of $86.9 million, the majority of which have expected delivery dates during the next six months.

As of the ~~underwriters’ over-allotment option~~date of this report, we believe our existing cash resources are sufficient to fund the cash needs of our business for ~~500,000 Units,~~at least the ~~Company completed~~next 12 months.

Cash Flows

The following table summarizes the ~~private sale of an aggregate of 15,000 Private Units~~changes to our ~~Sponsor, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $5,150,000.~~cash flows for the periods presented:

~~Transaction costs amounted to $6,731,655 consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $406,655 of other offering costs.~~

	For the Nine Months Ended September 30,
(in thousands)	2021			2020
Statement of Cash Flows Data:
Net cash used in operating activities	$	(45,313	)	$	(15,458	)
Net cash used in investing activities		(4,287	)		(1,159	)
Net cash provided by financing activities		116,226			23,749
Net increase in cash, cash equivalents and restricted cash		66,626			7,132
Cash, cash equivalents and restricted cash, beginning of period		18,618			3,013
Cash, cash equivalents and restricted cash, end of period	$	85,244		$	10,145

~~For the six months ended June 30, 2021,~~Operating Activities

Net cash used in operating activities was ~~$1,115,829. Net loss~~$45.3 million for the nine months ended September 30, 2021, an increase of ~~$4,662,223 was affected by interest earned on investment held in the Trust Account of $19,307 and unrealized loss on change in fair value of warrants of $2,028,570. Changes~~$29.8 million from net cash used in operating ~~assets~~activities of $15.5 million for the nine months ended September 30, 2020. The increase is a result of $2.3 million less generated from working capital, $16.9 million less from results of our operations and ~~liabilities provided $1,537,131 of cash.~~a $10.6 million decrease in non-cash adjustments.

~~As of June~~Investing Activities

Net cash used in investing activities was $4.3 million for the nine months ended September 30, 2021, ~~we had investment held in~~an increase of $3.1 million from $1.2 million for the ~~Trust Account~~nine months ended September 30, 2020 due to higher purchases of $116,181,780 consisting of U.S. Treasury Funds with a maturity of 185 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissionsproperty and taxes payable) to complete an initial business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business.equipment.

Financing Activities

Net cash provided by financing activities was $116.2 million for the nine months ended September 30, 2021. This included $115.5 of June 30, 2021, we had cash of $68,386 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to andnet proceeds from the ~~offices, plants or similar locations~~Business Combination, $0.5 million of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds from time to time or at any time, as may be required. If we complete an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but nonet proceeds from ~~our Trust Account would be used to repay such loaned amounts. Up to $1.5~~the sale of Legacy Airspan Series H senior preferred stock, $0.1 million of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. Such private units would be identical to the Private Units.

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. These conditions raise substantial doubt about the our ability to continue as a going concern one yearproceeds from the issuance ~~date~~ of Legacy Airspan Series H warrants and $78 thousand of proceeds from the ~~condensed financial statements. We will need to raise additional capital through loans from our Sponsor, officers, directors, or third parties. None~~exercise of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, us. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.stock options.

Net cash provided by financing activities was $23.7 million for the nine months ended September 30, 2020. This included $2.1 million from borrowings under long-term debt and $21.9 million of net proceeds from the sale of Legacy Airspan Series G senior preferred stock offset by $0.2 million of net repayments under a line of credit.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of ~~unaudited condensed~~these financial statements ~~and related disclosures in conformity with accounting principles generally accepted in the United States of America~~ requires ~~management~~us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent ~~assets and~~ liabilities at the date of the financial statements and ~~income~~the reported amounts of revenues and expenses during the ~~periods reported.~~reporting period. On an on-going basis, we evaluate the effectiveness of our estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts, intangible assets, net, impairment of long-lived assets, preferred stock warrants, share-based compensation and income taxes.

We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results ~~could materially~~may differ from these estimates under different assumptions or conditions and may change as future events occur.

We believe the following critical accounting policies are dependent on significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue recognition

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of our contracts have multiple distinct performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the contracts and the customer can benefit from these individual goods or services either on their own or together with other resources that are readily available to the customer. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which we separately sell these products. For items that are not sold separately, we estimate the stand-alone selling prices using either an expected cost-plus margin or the adjusted market assessment approach depending on the nature of the specific performance obligation.

For all of our product sales, revenue is recognized when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment of the product. For product sales, we generally do not grant return privileges, except for defective products during the warranty period. Sales taxes collected from customers are excluded from revenues.

Revenue from non-recurring engineering is recognized at a point in time or over time depending on if the customer controls the asset being created or enhanced.

Revenue from professional service contracts primarily relates to training and other consulting arrangements performed by us for our customers. Revenues from professional services contracts provided on a time and materials basis are recognized when we have the right to invoice under the practical expedient as amounts correspond directly with the value of the services rendered to date.

Revenue from product maintenance contracts is recognized over time as our performance obligations are satisfied.

Revenue from software licenses is recognized when the software license is delivered to the customer. There are no further performance obligations once the software license is delivered to the customer.

Revenue related to shipping and handling activities is included in product revenues. Revenue related to the reimbursement of out-of-pocket costs are accounted for as variable consideration.

Intangible Assets, Net

Intangible assets, net includes Goodwill and Other Intangible Assets. Goodwill and intangible assets result primarily from business combination acquisitions. Our intangible assets include internally developed technology, customer relationships, trademarks and non-compete agreements.

Goodwill

Goodwill results primarily from business combination acquisitions. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is not amortized, rather, an impairment test is conducted on an annual basis, or more frequently if indicators of impairment are present, which are determined through a qualitative assessment. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the financial performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we compare the fair value with its carrying amount. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. Our annual assessment date is December 31.

Other Intangible Assets

We have recorded other finite-lived intangible assets as a result of the Mimosa business combination. Our internally developed technology, customer relationships, trademarks and non-compete agreements are amortized utilizing an accelerated method over their estimated useful lives. When establishing useful lives, we consider the period and the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up; or, if that pattern cannot be reliably determined, using a straight-line amortization method over a period that may be shorter than the ultimate life of such intangible asset. There is no residual value associated with our finite-lived intangible assets. We review our trade name assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable.

We review for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of long-lived assets.”

Impairment of long-lived assets

We review our long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of a comparison of the carrying value of the asset with the asset’s expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on reasonable and supportable assumptions and projections. If the expected undiscounted future cash flows exceed the carrying value of the asset, no impairment is recognized. If the carrying value of the asset exceeds the expected undiscounted future cash flows, impairment exists and is determined by the excess of the carrying value over the fair value of the asset. Any impairment provisions recognized are permanent and may not be restored in the future. No impairment of long-lived assets was recorded in the three and nine months ended September 30, 2021 or 2020, as a result of our assessments.

Convertible Notes

Concurrent with the Business Combination, we issued the Convertible Notes. Refer to Notes 3 and 10 for further discussion on the Convertible Notes. The Convertible Notes are accounted as a liability under the traditional convertible debt model and measured at amortized cost under ASC 470-20. We evaluated the guidance in ASC 815 and concluded the conversion option does not meet ASC 815-10-15-74(a) conditions as the conversion option is not considered indexed to our Common Stock. As a result the redemption feature and conversion option were bifurcated from the Convertible Notes and will be separately measured at fair value at each reporting period.

Common Stock Warrants and Post-Combination Warrants

NBA issued 11,500,000 Public Warrants and 545,000 Private Placement Warrants in connection with NBA initial public offering. The Common Stock Warrants entitle each holder to purchase one share of Common Stock at an exercise price of at $11.50 per share. As of September 30, 2021, 12,045,000 Common Stock Warrants are outstanding.

At closing of the Business Combination, we issued Post-Combination Warrants exercisable for 9,000,000 shares of Company Common Stock. The Post-Combination Warrants issued pursuant to the Post-Combination Warrant Agreement include: (i) 3,000,000 Post-Combination $12.50 Warrants; (ii) 3,000,000 Post-Combination $15.00 Warrants; and (iii) 3,000,000 Post-Combination $17.50 Warrants. As of September 30, 2021, there were 3,000,000 Post-Combination $12.50 Warrants, 3,000,000 Post-Combination $15.00 Warrants, and 3,000,000 Post-Combination $17.50 Warrants outstanding. The Post-Combination Warrants may only be exercised during the period commencing on the Closing and terminating on the earlier of (i) two years following the date of the Closing and (ii) the redemption date, for a price of $12.50 per Post-Combination $12.50 Warrant, $15.00 per Post-Combination $15.00 Warrant and $17.50 per Post-Combination $17.50 Warrant.

We evaluated the Common Stock Warrants and Post Combination Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Since the Common Stock Warrants and Post Combination Warrants meet the definition of a derivative under ASC 815, we recorded these warrants as liabilities on the Condensed Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of Common Stock Warrant liabilities within the Consolidated Statements of Operations at each reporting date.

Share-based compensation

We apply ASC 718, Share-based Payments. ASC 718 requires awards classified as equity awards to be accounted for using the estimated grant date fair value. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the condensed consolidated statements of operations over the requisite service periods. Share-based compensation expense recognized in the condensed consolidated statements of operations includes compensation expense for share-based awards granted based on the estimated grant date fair value. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense has been reduced to account for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

~~Derivative Financial Instruments~~We determine the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions:

●

Expected Term — Expected term is estimated based on our prior five years of historical data regarding expired, forfeited or if applicable, exercise behavior.

~~The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives~~

●

Expected Volatility — Since we have limited historical basis for determining our own volatility, the expected volatility assumption was based on the average historical volatility of a representative peer group, which includes consideration of the peer company’s industry, market capitalization, state of life cycle and capital structure.

●

Expected Dividend Yield — The dividend yield assumption is based on our history and our expectation of no dividend payouts.

●

Risk-Free Interest Rate — The risk-free interest rate assumption is based upon observed interest rates appropriate for an equivalent remaining term equal to the expected life of the award.

Income taxes

We account for income taxes in accordance with ASC ~~Topic 815, “Derivatives and Hedging”~~740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. ~~Derivative instruments~~Under this method, deferred income taxes are ~~recorded at fair value~~determined based on the ~~grant date~~estimated future tax effects of differences between the financial statement and ~~re-valued at each reporting date, with changes in the fair value reported in the statements~~tax basis of ~~operations. Derivative~~ assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are ~~classified~~based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income and available tax planning strategies. If tax regulations, operating results or the ability to implement tax planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the ~~balance sheet as current or non-current based on whether or not net-cash settlement or conversion~~“more likely than not” criteria of ~~the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.~~ASC 740.

~~FASB~~ ASC ~~470-20, Debt~~740-10 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with ~~Conversion~~the relevant tax authorities. We do not have any other material uncertain tax positions. We recognize interest accrued related to unrecognized tax benefits, if any in interest expense and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the common stock.penalties in operating expenses.

~~Common Stock Subject to Possible Redemption~~Recent Accounting Pronouncements

~~The Company accounts~~Refer to Note 2 of our unaudited condensed consolidated unaudited financial statements included in this filing for ~~its common stock subject to possible redemption in accordance with the guidance in~~further information on Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 9,060,042 and 9,521,649 shares of common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

~~Net Loss Per Share of Common Stock~~

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,045,000 shares of common stock in the aggregate. Pronouncements.

Off-Balance Sheet Arrangements

~~As of June 30, 2021, we did~~We are not ~~have~~a party to any off-balance sheet arrangements, ~~as defined in Item 303(a)(4)(ii) of Regulation S-K.~~including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our condensed consolidated financial statements.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of ~~our Initial Public Offering~~NBA’s initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

We will remain an “emerging growth company” under the JOBS Act until the earliest of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) when we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of our common equity held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter; or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

AsInterest Rate Risk

Interest on the senior term loan under the Fortress Credit Agreement, commencing December 30, 2020, is determined by reference to either LIBOR or a “base rate”, in each case, plus an applicable margin, based on the respective level of ~~June~~our Net EBITDA Leverage Ratio.

The interest rate for Tranche 1 (the initial term loan) under the Fortress Credit Agreement is based on the level of our Net EBITDA Leverage Ratio. The initial applicable rate for Tranche 1 is set at Level V – which is the base rate plus 10.0% per annum, of which the margin cash component is 5.5% and the margin PIK component is 4.5%. With respect to Tranche 2, the relevant applicable rate is 5.0% and is payable monthly as interest paid in kind. (See Note 9 of the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.)

Because interest expense is subject to fluctuation, if interest rates increase, our debt service obligations on such variable rate indebtedness would increase even though the amount borrowed remained the same. Accordingly, an increase in interest rates would adversely affect our profitability. Due to the economic effects of the COVID-19 pandemic, market interest rates have declined significantly, with the 30-day LIBOR rate remaining constant at 0.9% as of September 30, 2021. We cannot predict, however, whether or for how long interest rates will remain at these low levels.

During 2020, the interest rates charged under the PWB Facility ranged as follows:

●

revolving facility: from 6.0% to 7.0%;

●

term loan: from 7.75% to 8.75%; and

●

non-formula loan: from 6.0% to 8.75%.

During the first nine months of 2021, the interest rates charged under the Fortress Credit Agreement remained constant at:

●

Tranche 1: 11.5%; and

●

Tranche 2: 5.0%

On July 30, 2021, we ~~were not subject~~entered into the Fortress Convertible Note Agreement, pursuant to ~~any market or~~which we issued $50.0 million aggregate principal amount of Convertible Notes. The stated rate of interest ~~rate risk. Following~~is 7% on the ~~consummation~~Convertible Notes, payable quarterly. See Note 10 of the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Foreign Currency Exchange Rate Risk

The following table shows our revenue by currency as a percentage of our ~~IPO,~~total revenue for the ~~net proceeds~~periods presented:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
U.S. dollars		74.7	%		71.4	%		63.6	%		69.6	%
Japanese yen		22.0	%		26.5	%		33.8	%		27.3	%
Other		3.3	%		2.1	%		2.6	%		3.1	%
		100	%		100	%		100	%		100	%

Total Japanese yen denominated sales for the periods presented were:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Japanese yen		JPY 942,552		JPY 999,069		JPY 4,604,881		JPY 2,632,998
Average exchange rate of $1 U.S. = JPY		110.02		104.61		107.38		105.51
U.S. dollar equivalent	$	8,567	$	9,551	$	42,884	$	24,955
If the average exchange rates used had been higher or lower by 10%, they would have decreased or increased the total Japanese yen denominated sale value by:	$	779	$	868	$	3,898	$	2,269

We expect the proportions of sales in Japanese yen to fluctuate over time although they were a small percentage of the ~~IPO, including amounts~~total in all years. Our sensitivity analysis for changes in foreign currency exchange rates does not factor in changes in sales volumes.

Our operating results are affected by movements in foreign currency exchange rates against the ~~Trust Account,~~U.S. dollar, particularly the U.K. pound sterling and Israeli shekel. This is because most of our operating expenses, which may ~~be invested~~fluctuate over time, are incurred in ~~U.S. government treasury bills, with a maturity~~pounds sterling or Israeli shekels.

During the nine months ended September 30, 2021 and 2020, we paid operating expenses in local currency of ~~185 days~~approximately 16 million pounds sterling (approximately $23 million) and 10 million pounds sterling (approximately $13 million), respectively. If during the nine months ended September 30, 2021 and 2020 the average exchange rates had been higher or ~~less~~lower by 10%, the pound sterling denominated operating expenses would have decreased or ~~in certain money market funds that invest only in direct U.S. government treasury obligations. Due to~~increased by $3 million and $1 million, during the ~~short-term nature~~nine months ended September 30, 2021 and 2020, respectively. None of these ~~investments, we believe there will be no associated material exposure to interest rate risk.~~ expenses were hedged.

During the nine months ended September 30, 2021 and 2020, we paid operating expenses in local currency of approximately 115 million Israeli shekel (approximately $35 million) and 107 million Israeli shekel (approximately $31 million), respectively. If during the nine months ended September 30, 2021 and 2020 the average exchange rates had been higher or lower by 10%, the Israeli shekel denominated operating expenses would have decreased or increased by $4 million and $3 million, during the nine months ended September 30, 2021 and 2020, respectively. None of these expenses were hedged.

Item 4. Controls and Procedures

Previously Reported Material Weakness

In light of the SEC’s Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, promulgated on April 12, 2021, New Beginnings Acquisition Corp. reported a material weakness due to the failure of its disclosure controls and procedures to initially identify, evaluate and record properly its warrants, as described in its Form 10-K/A filed May 14, 2021.

In addition, in connection with Legacy Airspan’s financial statement close process for the years ended December 31, 2020 and 2019, a material weakness was identified occurred because (i) Legacy Airspan had inadequate processes and controls to ensure an appropriate level of precision related to its financial statement footnote disclosures, and (ii) Legacy Airspan did not have sufficient resources with the adequate technical skills to meet the emerging needs of its financial reporting requirements.

Management, with oversight from the Audit Committee of our board of directors (the “Board”),and the Board is in the process of implementing a remediation plan for this material weakness, including, among other things, hiring additional accounting personnel and implementing process level and management review controls to ensure financial statement disclosures are complete and accurate and to identify and address emerging risks.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~June~~September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, and in light of the SEC’s Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, promulgated on April 12, 2021, our chief executive officer (who serves as our principal executive officer and principal financial officer) has concluded that, solely due to the failure of the Company’s disclosure controls and procedures to initially identify, evaluate and record properly the Company’s warrants, as described in the 10-K/A filed May 14, 2021, a material weakness existed and our disclosure controls and procedures were not effective as of June 30, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As a result of the material weaknesses discussed above, our chief executive officer and chief financial officer have concluded that, as of September 30, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

~~There~~Other than our remediation efforts described above, there was no change in our internal control over financial reporting that occurred during the quarter ended of ~~June~~September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

~~There~~Reference is ~~no material~~made to Note 13 – Commitments and Contingencies in the Notes to the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10–Q for information regarding certain litigation ~~arbitration, governmental proceeding or any other legal proceeding currently pending or known~~ to ~~be contemplated against us or any members of our management team in their capacity as such.~~which we are a party.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in ~~our~~the “Risk Factors” section of the Company’s Annual Report on Form 10-K (as amended) filed with the U.S. Securities and Exchange Commission (the “SEC”), or our registration statement on Form S-1 (the “Registration Statement”) as filed with the SEC on ~~March 31,~~September 10, 2021, ~~as amended by~~or under the ~~10-K/A~~heading “Risk Factors” in our prospectus as filed with the SEC on ~~May 14, 2021.~~September 20, 2021 pursuant to Rule 424(b)(3), which is incorporated herein by reference. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. ~~As of~~

Other than the ~~date of this Quarterly Report,~~additional risk factor detailed below, there have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the prospectus mentioned above which is accessible on the SEC’s website at www.sec.gov.

The inability of our ~~Annual Report~~supply chain to deliver certain key components could materially adversely affect our business, financial condition and results of operations.

Our products contain a significant number of components that we source globally, including from Vietnam and Malaysia. If our supply chain fails to deliver products to us in sufficient quality and quantity on ~~Form 10-K filed with~~a timely basis, we will be challenged to meet our customer order delivery timelines and could incur significant additional expenses for expedited freight and other related costs. Our supply chain has been, and may continue to be, adversely impacted by events outside of our control, including macroeconomic events, trade restrictions, economic recessions or natural occurrences, such as the ~~SEC on March 31, 2021, as amended by~~ongoing disruptions from the ~~10-K/A filed with~~COVID-19 pandemic. As a result of COVID-19, we have experienced delays in supply chain deliveries, extended lead times and shortages of key components, some raw material cost increases and slowdowns at certain production facilities. These disruptions have delayed and may continue to delay the ~~SEC on May 14, 2021, except~~timing of some orders and expected deliveries of our products. Certain of our customer contracts contain penalties for late or incomplete deliveries. These supply chain disruptions and delays may, in turn, cause us to be unable to make timely or complete deliveries to our customers, which may expose us to those penalties. Further, supply chain disruptions could result in longer lead times, inventory supply challenges and further increased costs, which could harm our ability to compete for future business. Accordingly, we ~~may disclose changes~~remain subject to ~~such factors~~significant risks of supply chain disruptions or ~~disclose additional factors from time to time in~~shortages, which could materially adversely affect our ~~future filings with the SEC.~~business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~Contemporaneously with the execution of the Business Combination Agreement, the PIPE Investors entered into certain subscription agreements, pursuant to which such investors agreed to subscribe for and purchase an aggregate of 7,500,000 shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $75,000,000. At the Closing, we consummated the sale of such shares.

On July 30, 2021, we entered into the Fortress Convertible Note Agreement, pursuant to which, on August 13, 2021, in connection with the Closing, we issued $50,000,000 aggregate principal amount of Convertible Notes, which are convertible into shares of our Common Stock.

We issued the securities in the foregoing transactions under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with our transfer agent). The parties also had adequate access, through business or other relationships, to information about us.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information.

~~Not applicable.~~None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number		Description

3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on August 19, 2021)

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on August 19, 2021)

4.1		Warrant Agreement dated August 13, 2021 by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to Form 8-K filed with the SEC on August 19, 2021)

10.1		Amended and Restated Registration Rights and Lock-Up Agreement, dated as of August 13, 2021 by and among the Company, certain equityholders of the Company named therein and certain equityholders of Legacy Airspan named therein (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 19, 2021)

10.2		Stockholders Agreement, dated as of August 13, 2021, by and among the Company and certain stockholders of the Company named therein (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on August 19, 2021)

10.3		Waiver and Consent, Second Amendment, Restatement, Joinder and Omnibus Amendment to Credit Agreement and Other Loan Documents, dated as of August 13, 2021, by and among the Company, Airspan Networks Inc., certain of its subsidiaries, as guarantors, DBFIP ANI LLC, as administrative and collateral agent, and the holders of the Convertible Notes party thereto (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on August 19, 2021)

10.4		Joinder Agreement, dated as of August 13, 2021, by Airspan Networks Holdings Inc. and the guarantors party thereto to DBFIP ANI LLC, in its capacities as administrative agent, collateral agent and trustee for the holders of the Convertible Notes (incorporated by reference to Exhibit 10.48 to Form 8-K filed with the SEC on August 19, 2021)

10.5		Senior Secured Convertible Note Purchase and Guarantee Agreement, dated July 30, 2021, by and among the Company, Artemis Merger Sub Corp., DBFIP ANI LLC, as agent, collateral agent and trustee and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 19, 2021)

10.6		2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed with the SEC on May 14, 2021)

31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer ~~and~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on ~~August~~November 12, 2021.

	~~NEW BEGINNINGS ACQUISITION CORP.~~AIRSPAN NETWORKS HOLDINGS INC.

	By:	/s/ ~~Michael S. Liebowitz~~Eric Stonestrom
	Name:	~~Michael S. Liebowitz~~Eric Stonestrom
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ David Brant
	Name:	David Brant
	Title:	Senior Vice President and Chief Financial Officer ~~and~~ (Principal ~~Accounting and~~ Financial Officer)

Delaware		001-39679	~~001-39679~~		85-2642786
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

~~800 1st Street~~777 Yamato Road, ~~Unit 1~~Suite 310, ~~Miami Beach~~Boca Raton, FLFlorida		~~33139~~33431
(Address of principal executive offices)		(Zip Code)

Title of Each Class:	Trading Symbol:		Name of Each Exchange on Which Registered:
~~Units, each consisting of one share of Common Stock and one redeemable warrant~~	~~NBA.U~~		~~NYSE~~ ~~American, LLC~~
Common ~~Stock,~~stock, par value $0.0001 per share	MIMO	~~NBA~~		NYSE American ~~American,~~, LLC
~~Redeemable warrants, each warrant~~Warrants, exercisable for ~~one share~~shares of ~~Common Stock~~common stock at an exercise price of $11.50 per share	MIMO WS		~~NBA WS~~NYSE American, LLC
Warrants, exercisable for shares of common stock at an exercise price of $12.50 per share	MIMO WSA		NYSE American, LLC
Warrants, exercisable for shares of common stock at an exercise price of $15.00 per share	MIMO WSB		NYSE American, LLC
Warrants, exercisable for shares of common stock at an exercise price of $17.50 per share	MIMO WSC		NYSE American, LLC

	Carrying Value/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of December 31, 2020
U.S. Money Market	$	379	$	0	$	0	$	379
U.S. Treasury Securities		116,162,094		1,154		0		116,163,248
	$	116,162,473	$	1,154	$	0	$	116,163,627

Summary of changes in carrying value of investment held in Trust Account
	Treasury Funds		U.S. Money Market			U.S. Treasury Securities
Carrying value as of January 1, 2021	$	0	$	379		$	116,162,094
Amortization of interest income through the settlement date on February 4, 2021		0		0			7,906
Settlement on February 4, 2021		0		116,170,000			(116,170,000	)
Investment in Treasury Securities		0		(116,169,721	)		116,169,721
Amortization of interest income through March 31, 2021		0		0			6,212
Carrying value as of March 31, 2021	$	0	$	658		$	116,175,933
Amortization of interest income through the settlement date on May 6, 2021		0		0			4,067
Settlement on May 6, 2021		0		116,180,000			(116,180,000	)
Investment in Treasury Funds		116,180,658		(116,180,658	)		0
Interest income earned on Treasury Funds through June 30, 2021		1,122		0			0
	$	116,181,780	$	0		$	0

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


	June 30, 2021			December 31, 2020
	(unaudited)
Assets
Current asset - cash	$	68,386		$	1,184,215
Prepaid assets		283,063			315,219
Total current assets		351,449			1,499,434
Investment held in Trust Account		116,181,780			116,162,473
Total Assets	$	116,533,229		$	117,661,907

Liabilities and Stockholders’ Equity
Accounts payable	$	1,591,223		$	96,248
Due to related party		10,000			—
Total current liabilities		1,601,223			96,248
Warrant liability		14,400,570			12,372,000
Deferred underwriting discount		4,025,000			4,025,000
Total liabilities		20,026,793			16,493,248

Commitments
Common stock subject to possible redemption, 9,060,042 and 9,521,649 shares at redemption value at June 30, 2021 and December 31, 2020, respectively		91,506,431			96,168,654

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,859,958 and 5,398,351 shares issued and outstanding (excluding 9,060,042 and 9,521,649 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		586			540
Additional paid-in capital		5,569,218			907,041
(Accumulated deficit) Retained earnings		(569,799	)		4,092,424
Total stockholders’ equity		5,000,005			5,000,005

Total Liabilities and Stockholders’ Equity	$	116,533,229		$	117,661,907


	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Formation and operating costs	$	2,071,796		$	2,652,960
Loss from operations		(2,071,796	)		(2,652,960	)

Other income (expense)
Interest Income		5,189			19,307
Unrealized loss on change in fair value of warrants		(5,638,820	)		(2,028,570	)
Total other expense		(5,633,631	)		(2,009,263	)

Net loss	$	(7,705,427	)	$	(4,662,223	)

Basic and diluted weighted average shares outstanding, common stock subject to redemption		9,822,956			9,673,135
Basic and diluted net loss per share	$	0.00		$	0.00

Basic and diluted weighted average shares outstanding, common stock		5,097,044			5,246,865
Basic and diluted net loss per share	$	(1.51	)	$	(0.89	)

Schedule of earning per share
	For the Three			For the Six
	Months Ended			Months Ended
	June 30, 2021			June 30, 2021
Common stock subject to possible redemption
Numerator: Net income allocable to common stock subject to possible redemption amortized interest income on marketable securities held in trust	$	3,151		$	11,723
Less: interest available to be withdrawn for payment of taxes		(3,151	)		(11,723	)
Net income allocable to common stock subject to possible redemption	$	0		$	0
Denominator: Weighted average redeemable common stock, basic and diluted		9,822,956			9,673,135
Basic and diluted net income per share, redeemable common stock	$	0.00		$	0.00

Non-redeemable common stock
Numerator: Net loss minus redeemable net earnings
Net loss	$	(7,705,427	)	$	(4,662,223	)
Redeemable net earnings		0			0
Non-redeemable net loss	$	(7,705,427	)	$	(4,662,223	)
Denominator: Weighted average non-redeemable common stock, basic and diluted		5,097,044			5,246,865
Basic and diluted net loss per share, common stock	$	(1.51	)	$	(0.89	)

Schedule of business combination
Cash—Trust Account (net of redemptions of $101 million)	$	15,184,107
Cash—Convertible Notes Financing		48,669,322
Cash—PIPE Financing		75,000,000

Non-cash net liabilities acquired from New Beginnings		(38,216	)

Add: Asset prepayments made at Closing		3,684,000
Less: Fair value of Common Stock Warrants		(13,176,450	)
Less: Fair value of Post-Combination Warrants		(1,980,000	)
Less: Fair value of Convertible Notes issued		(48,273,641	)
Less: Underwriting fees and other issuance costs paid at Closing		(23,353,127	)
Less: Other Business Combination-related costs paid prior to September 30, 2021		(3,618,792	)

Additional Paid-in-Capital from Business Combination, net of issuance costs paid	$	52,097,203

Less: Non-cash net liabilities assumed from New Beginnings		38,216
Less: Non-cash net assets assumed from New Beginnings		(3,684,000	)
Add: Non-cash fair value of Common Stock Warrants		13,176,450
Add: Non-cash fair value of Post-Combination Warrants		1,980,000
Add: Non-cash fair value of Convertible Notes issued		48,273,641
Add: Other issuance costs included in accounts payable and accrued liabilities		3,618,792

Cash proceeds from the Business Combination	$	115,500,302

Schedule of number of shares Common Stock outstanding
New Beginnings shares outstanding prior to the Business Combination	14,795,000
Less: redemption of New Beginnings shares	(9,997,049	)
Shares issued pursuant to the PIPE	7,500,000
New Beginnings and PIPE shares prior to the Business Combination	12,297,951

Conversion of Legacy Airspan preferred stock	56,857,492
Conversion of Legacy Airspan common stock	1,182,912
Conversion of Legacy Airspan common restricted stock	339,134
Conversion of Legacy Airspan Class B common stock	1,340,611
Conversion of Legacy Airspan Class B restricted common stock	6,337
Total shares of Company Common Stock outstanding immediately following the Business Combination	72,024,437

Schedule of revenue
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Products sales	$	30,983	$	24,617	$	103,495	$	58,509
Non-recurring engineering (“NRE”)		3,569		4,978		10,465		13,630
Product maintenance contracts		1,415		3,014		4,667		8,811
Professional service contracts		1,492		2,822		5,287		8,451
Software licenses		1,023		511		2,137		1,460
Other		441		96		855		548
Total revenue	$	38,923	$	36,038	$	126,906	$	91,409

Schedule of contracts with customers asset and liability
	Contracts Assets		Contracts Liabilities

Balance as of December 31, 2020	$	5,361	$	7,521
Balance as of September 30, 2021		11,522		5,045
Change	$	6,161	$	(2,476	)

Schedule of revenues from contract liability
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Amounts included in the beginning of year contract liability balance	$	626	$	541	$	5,053	$	2,355

Schedule of product warranty liabilities
	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Balance, beginning of period	$	1,099		$	967		$	1,019		$	981
Accruals		236			16			496			197
Settlements		(139	)		(51	)		(319	)		(246	)
Balance, end of period	$	1,196		$	932		$	1,196		$	932

Schedule of Intangible assets, net
	Weighted	September 30, 2021
	Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Internally developed technology	10	$	7,810	$	(2,213	)	$	5,597
Customer relationships	6		2,130		(1,005	)		1,125
Trademarks	2		720		(720	)		-
Non-compete	3		180		(170	)		10
Total acquired intangible assets		$	10,840	$	(4,108	)	$	6,732

	Weighted	December 31, 2020
	Average Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Internally developed technology	10	$	7,810	$	(1,627	)	$	6,183
Customer relationships	6		2,130		(739	)		1,391
Trademarks	2		720		(720	)		-
Non-compete	3		180		(125	)		55
Total acquired intangible assets		$	10,840	$	(3,211	)	$	7,629

Schedule of estimated amortization expense
2021	$	294
2022		1,136
2023		1,136
2024		1,107
2025		781
Thereafter		2,278
Total	$	6,732

Schedule of other accrued expenses
	September 30, 2021		December 31, 2020
Payroll and related benefits and taxes	$	9,292	$	6,812
Royalties		2,347		3,401
Agent and sales commissions		3,889		2,501
Right-of-use lease liability, current portion		2,853		2,671
Tax liabilities		806		1,967
Product warranty liabilities		1,196		1,019
Product marketing		1,022		869
Manufacturing subcontractor costs		3,307		1,243
Legal and professional services		2,051		221
Other		1,374		1,834
Other accrued expenses	$	28,137	$	22,538

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

Schedule of convertible debt
	September 30, 2021
Convertible Notes	$	41,887
Accrued Interest^(a)		254
Subtotal		42,141
Loan discount costs		(1,393	)
Total Convertible Notes	$	40,748

Schedule of long-term debt
	September 30, 2021			December 31, 2020
PPP Loan	$	-		$	2,087
Finnish Funding Agency for Technology and Innovation (“Tekes”)		432			458
		432			2,545
Less current portion – product development loan		(281	)		(298	)
Less accrued interest on product development loan – current		(151	)		(160	)
Total long-term debt	$	-		$	2,087

Schedule of Fair Value of Financial Instruments
	Level in	September 30, 2021				December 31, 2020
	Fair Value	Carrying		Fair		Carrying		Fair
	Hierarchy	Amount		Value		Amount		Value
Assets:
Cash and cash equivalents	1	$	85,058	$	85,058	$	18,196	$	18,196
Restricted cash	1		186		186		422		422
Cash and investment in severance benefit accounts	1		3,570		3,570		3,567		3,567

Liabilities:
Subordinated term loan^(a)	2	$	37,149	$	22,798	$	34,756	$	24,327
Subordinated debt^(a)	2		10,445		6,375		10,065		6,624
Senior term loan^(a)	2		39,978		36,608		36,834		37,948
Convertible debt	2		40,748		46,362		-		-
Long-term debt	2		-		-		2,087		2,087
Public Warrants	1		8,625		8,625		-		-
Warrants^(b)	3		870		870		7,632		7,632

Schedule of assumptions
	Post- Combination Warrants			Private Placement Warrants
Assumptions:
Stock price	$	6.68		$	6.68
Exercise price	$	12.50 - $17.50		$	11.50
Risk free rate		0.21	%		0.72	%
Expected volatility		42.5	%		34.1	%
Dividend yield		0.00	%		0.00	%

Schedule of assumptions
	September 30, 2021			Issuance Date
Assumptions:
Stock price	$	6.68		$	9.75
Conversion strike price	$	12.50		$	12.50
Volatility		33.00	%		25.00	%
Dividend yield		0.00	%		0.00	%
Risk free rate		0.59	%		0.51	%
Debt discount rate		12.80	%		12.80	%
Coupon interest rate		7.00	%		7.00	%
Face amount (in thousands)		50,000			50,000
Contingent put inputs and assumptions:
Probability of fundamental change		25	%		25	%

Schedule of warrants
(in thousands)	Warrants (a)			Conversion option derivative			Call and contingent put derivative

Beginning balance, December 31, 2020	$	-		$	-		$	-
Warrants assumed in Business Combination		2,996
Issuance of convertible note payable derivative liabilities		-			7,473			639
Change in fair value		(2,126	)		(4,599	)		707
Ending balance, September 30, 2021	$	870		$	2,874		$	1,346

Schedule of fair value of warrant liability
	Warrant Liability
(in thousands)	Series D-1			Series H			Total
As of December 31, 2020	$	4,109		$	3,523		$	7,632
Fair value of warrants at issuance		–			142			142
Increase in fair value		3,541			976			4,517
Conversion of warrants in Business Combination		(7,650	)		(4,641	)		(12,291	)
As of September 30, 2021	$	–		$	–		$	–

Schedule of common stock options
	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)

Outstanding, December 31, 2020		5,500,135		$	3.99		6.79
Granted^(a)		445,664			6.29
Exercised		(16,439	)		4.75
Forfeited		(155,932	)		4.22
Outstanding, September 30, 2021^(b)		5,773,428		$	4.16		6.19
Exercisable, September 30, 2021^(c)		4,068,628		$	3.76		5.32

	Number of Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (Years)

Outstanding, December 31, 2020		337,187		$	3.83		8.59
Granted		25,566			6.29
Forfeited		(17,282	)		2.08
Outstanding, September 30, 2021		345,471		$	4.10		8.37

Schedule of common stock reserved for future issuance under employee stock plans
Plans	Number of Shares
Total awards available to be issued		6,007,718
Total options outstanding		5,773,428
Total common stock reserved for future issuance under employee stock plans		11,781,146

Schedule of summarizes share-based compensation expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Research and development	$	214	$	199	$	682	$	598
Sales and marketing		140		103		476		309
General and administrative		293		180		950		538
Cost of sales		14		13		42		37
Total share-based compensation	$	661	$	495	$	2,150	$	1,482

Schedule of fair value of held to maturity securities
	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of June 30, 2021
U.S. Treasury Funds	$	116,181,780	$	0	$	0	$	116,181,780
	$	116,181,780	$	0	$	0	$	116,181,780

Schedule of basic and diluted net loss per share
	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Numerator:
Net loss	$	(26,953	)	$	(9,921	)	$	(50,920	)	$	(33,989	)

Denominator - basic and diluted:
Weighted average common shares outstanding		66,276,223			59,710,047			61,923,661			59,710,047

Net loss per share - basic and diluted	$	(0.41	)	$	(0.17	)	$	(0.82	)	$	(0.57	)

Schedule of assets and liabilities measured at fair value on a recurring basis
	June 30		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment held in Trust Account	$	116,181,780	$	116,181,780	$	0	$	0
	$	116,181,780	$	116,181,780	$	0	$	0
Liabilities:
Warrant Liability	$	14,400,570	$	13,340,000	$	0	$	1,060,570
	$	14,400,570	$	13,340,000	$	0	$	1,060,570

Schedule of the fair value of the warrant liability
	Warrant Liability
Fair value as of January 1, 2021	$	12,372,000
Revaluation of warrant liability included in other income within the statement of income for the three months ended March 31, 2021		(3,610,250	)
Fair value as of March 31, 2021	$	8,761,750
Revaluation of warrant liability included in other expense within the statement of loss for the three months ended June 30, 2021		5,638,820
Fair value as of June 30, 2021	$	14,400,570