THE BUSINESS COMBINATION | 3. 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 (the “PIPE” or “PIPE Financing”) of shares of the Company’s common stock (the “Common Stock”) 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, warrants exercisable to purchase one share of the Company’s Common Stock at a price of $ 12.50 17,500,000 Prior to the Business Combination, New Beginnings issued 11,500,000 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 a 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 provided that 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 were locked-up for a period of six months following the Closing, while 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 comprised 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 comprised 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 PIPE Financing Concurrent with the execution of the Business Combination Agreement, 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 75.0 Convertible Notes Financing Concurrent with the Closing of the Business Combination, the Company issued $ 50,000,000 7.0 December 30, 2024 pari passu At Closing, each Convertible Note, together with all accrued but unpaid interest, was 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 Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination as of December 31, 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 Less: Underwriting fees and other issuance costs paid at Closing (23,353,127 ) Cash proceeds from the Business Combination $ 115,500,302 Less: Non-cash net liabilities assumed from New Beginnings (38,216 ) Add: Non-cash net assets assumed from New Beginnings 3,684,000 Less: Non-cash fair value of Common Stock Warrants (13,176,450 ) Less: Non-cash fair value of Post-Combination Warrants (1,980,000 ) Less: Non-cash fair value of Convertible Notes issued (48,273,641 ) Less: Other issuance costs included in accounts payable and accrued liabilities (3,618,792 ) Additional paid-in-capital from Business Combination, net of issuance costs paid $ 52,097,203 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 of Common Stock outstanding prior to the Business Combination 14,795,000 Less: redemption of New Beginnings shares of Common Stock (9,997,049 ) Shares of Common Stock issued pursuant to the PIPE 7,500,000 Outstanding New Beginnings shares of Common Stock prior to the Business Combination, plus shares of Common Stock issued in PIPE Financing 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 restricted common stock 339,134 Conversion of Legacy Airspan Class B common stock 1,340,611 Conversion of Legacy Airspan restricted Class B common stock 6,337 Total shares of Company Common Stock outstanding immediately following the Business Combination 72,024,437 The 5,815,796 1,750,000 4,257,718 |