8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 8, 2021

NEW BEGINNINGS ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-248944	85-2642786
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

800 1^st Street, Unit 1

Miami Beach, FL 33139

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (917) 592-7979

Not Applicable

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable warrant	NBA.U	NYSE American
Common stock, par value $0.0001 per share	NBA	NYSE American
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	NBA WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 7.01 Regulation FD Disclosure.

On March 8, 2021, New Beginnings Acquisition Corp., a Delaware corporation (“Parent”), and Airspan Networks Inc., a Delaware corporation (the “Company”), jointly issued a press release announcing the execution of a business combination agreement (the “Agreement”) among Parent, the Company, and Artemis Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned direct subsidiary of Parent (the “Business Combination,” together with the other transactions related thereto, the “Proposed Transaction”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Each share of capital stock of the Company that is issued and outstanding immediately prior to the effective time of the Business Combination (except as specified in the Agreement) shall automatically be converted into and become the right to receive shares of Parent’s common stock and warrants to purchase shares of Parent’s common stock, as further described in, and subject to the terms of, the Agreement. It is estimated that, at the consummation of the Business Combination, holders of outstanding shares of the Company’s common stock as of immediately prior to such time will receive approximately 5.5 shares of Parent’s common stock as well as warrants to purchase additional shares of Parent’s common stock for each share of the Company’s common stock held prior to the consummation of the Business Combination. 

Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by Parent in presentations for certain of Parent’s stockholders and other persons regarding the Proposed Transaction.

Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is the memorandum communicated to employees of the Company regarding the Proposed Transaction.

 The foregoing exhibits and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Additional Information and Where to Find It

The Parent intends to file with the SEC a proxy statement / prospectus on Form S-4 relating to the Proposed Transaction, which will be mailed to its stockholders once definitive. This communication does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. The Parent’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendments thereto and the proxy statement / prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about the Company, the Parent and the Proposed Transaction. When available, the proxy statement / prospectus and other relevant materials for the Proposed Transaction will be mailed to stockholders of the Parent as of a record date to be established for voting on the Proposed Transaction. Stockholders will also be able to obtain copies of the preliminary proxy statement / prospectus, the definitive proxy statement / prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139, USA.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Participants in Solicitation

The Parent and its directors and executive officers may be deemed participants in the solicitation of proxies from the Parent’s stockholders with respect to the Proposed Transaction. A list of the names of those directors and executive officers and a description of their interests in the Parent is contained in the Parent’s Registration Statement on Form S-1, as filed on September 21, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139, USA. Additional information regarding the interests of such participants will be contained in the proxy statement / prospectus for the Proposed Transaction when available.

The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Parent in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement / prospectus for the Proposed Transaction when available.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the Company’s industry and market sizes, future opportunities for Parent, the Company and the combined company, Parent’s and the Company’s estimated future results and the Proposed Transaction, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Parent’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Parent’s securities; (ii) the risk that the transaction may not be completed by Parent’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by Parent; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, including the adoption of the Agreement by the stockholders of Parent and the Company, the satisfaction of the minimum trust account amount following redemptions by Parent’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third party valuation in determining whether or not to pursue the Proposed Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement; (vi) the impact of COVID-19 on the Company’s business and/or the ability of the parties to complete the Proposed Transaction; (vii) the effect of the announcement or pendency of the transaction on the Company’s business relationships, performance and business generally; (viii) risks that the Proposed Transaction disrupts current plans and operations of the Company; (ix) the outcome of any legal proceedings that may be instituted against the Company or Parent related to the Agreement or the Proposed Transaction; (x) the ability to maintain the listing of Parent’s securities on the NYSE American stock exchange (the “NYSE American”); (xi) the price of Parent’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure; (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transaction, and identify and realize additional opportunities; (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which the Company operates; (xiv) the risk that the Company and its current and future collaborators are unable to successfully develop and commercialize the Company’s products or services, or experience significant delays in doing so; (xv) the risk that the post-combination company may not achieve or sustain profitability; (xvi) the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xviii) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xix) the risk that the rollout and utilization of 5G technology will not provide the expected benefits; (xx) the risk that the Company is unable to secure or protect its intellectual property; and (xxi) the risk that the post-combination company’s securities will not be approved for listing on the NYSE American or if approved, maintain the listing.

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Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Parent and the Company or the date of such information in the case of information from persons other than Parent or the Company, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding The Company’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Item 8.01 Other Events.

The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated March 8, 2021.
99.2	Investor Presentation.
99.3	Company Employee Memorandum.

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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 hereunto duly authorized.

	NEW BEGINNINGS ACQUISITION CORP.
Date: March 8, 2021	By:	/s/ Michael S. Liebowitz
		Name:	Michael S. Liebowitz
		Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Airspan Networks, a Leading 5G Technology Company to Go Public through Merger with
New Beginnings Acquisition Corp. (NYSE American: NBA)

● Airspan Networks, a leading pioneer of 5G network solutions, has entered into a business combination agreement with New Beginnings Acquisition Corp.; the newly combined company is expected to be listed on the NYSE American under the new ticker symbol “MIMO.”

● The agreement is expected to provide approximately $166 million of net proceeds to the combined company, assuming no redemptions by New Beginning’s public stockholders, to execute the company’s growth plan for the inflection point of the 5G global network infrastructure buildout.

● SoftBank Group Capital Limited and Dish Network Corporation invest in fully committed $75 million common stock PIPE with participation from other existing investors, such as Oak Investment Partners and NEA, along with other institutional investors.

● Qualcomm Incorporated, a 5G ecosystem partner and other existing shareholders will receive equity in the combined company.

● Pro forma enterprise value of the combined company following the merger is expected to be $822 million at the $10.00 per share PIPE price.

● Investor conference call is scheduled for Monday, March 8^th at 8 am ET.

BOCA RATON, FL – Monday, March 8, 2021 – Airspan Networks Inc. (Airspan), which provides groundbreaking, disruptive software and hardware for 5G network solutions, has entered into a definitive business combination agreement with and into New Beginnings Acquisition Corp. (NBA) (NYSE American: NBA), a special purpose acquisition company (SPAC). The combination is expected to have an enterprise value of nearly $822 million. Upon closing of the business combination, expected in the third quarter of 2021, NBA will be renamed “Airspan Networks Holdings Inc.,” a publicly listed company, which is expected to be listed on the NYSE American with the ticker symbol “MIMO.”

We believe the wireless industry is poised for rapid deployment of 5G technology. The recent success of the U.S. government’s $80 billion+ C-band spectrum auction demonstrates significant levels of investment from operators and new market entrants.

We believe Airspan’s sophisticated network equipment infrastructure allows maximum efficiency of wireless spectrum, which is an increasingly expensive and scarce resource. Network operators are also accelerating adoption of virtualization and densification, changing their reliance on proprietary hardware to a focus on software and cloud architecture. These trends are expected to provide Airspan with an opportunity to take market share from the legacy network providers and enter new high growth market segments such as Private 5G and Fixed Wireless Access, which are addressable markets in the new telecom paradigm.

“These seismic 5G industry trends play right into Airspan’s strengths,” said Eric Stonestrom, President and CEO of Airspan. “This transaction is expected to help fund our growth plans and accelerate our vision of providing our customers with leading edge 5G networks. We are at the precipice of a significant capital-intensive upgrade as 5G deployments drive the future growth of existing mobile carriers, new market entrants, and private and enterprise buildouts that we believe will transform numerous industries.”

With more than 1,000 customers in over 100 countries worldwide, we believe Airspan is at the forefront of breakthrough 5G RAN and Fixed Wireless Access solutions, with increasing convergence between fixed broadband and mobile use cases and operators. We believe Airspan is uniquely positioned in the expanded addressable market of communications equipment for operators providing high speed wireless connectivity that will dominate the TMT landscape in the decade to come.

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Airspan Technology “Key Enabler” of 5G

“Dense, software-centric 5G network builds are crucial for telcos today. Airspan’s technology is a key enabler in this space, which is why SoftBank has invested in Airspan over multiple rounds,” said Michel Combes, President SoftBank Group International.

“We are delighted to partner with Airspan, a first mover in this exciting and rapidly expanding new 5G market,” said Michael Liebowitz, CEO and Director of New Beginnings Acquisition Corp. “As 5G networks are rolled out, Airspan is leading the way with its breakthrough Open RAN technology with significant potential for growth serving incumbent and emerging carriers, and also addressing new “private 5G” segments including in building 5G, Distributed Antenna System (DAS) building replacements, connected and autonomous vehicles (CAVs), automated port operations, air-to-ground in-flight connectivity, Smart Industry 4.0 factories and optimized Smart Grid driven utilities. This transaction will bring the vision of Eric and the Airspan team to fruition.”

Transaction Overview

New Beginnings Acquisition Corp., which currently holds approximately $116 million in trust, will combine with Airspan at an estimated pro forma enterprise value of nearly $822 million. Assuming no redemptions by NBA’s existing public stockholders, Airspan’s existing stockholders will hold approximately 75% of the fully diluted shares of common stock in the combined company, Airspan Networks Holdings Inc., immediately following the closing of the business combination.

The combined company expects to receive approximately $166 million in net proceeds, assuming no redemptions by NBA’s existing public stockholders, including proceeds from a $75 million PIPE transaction. Cash proceeds are expected to be used to accelerate Airspan’s 5G revenue growth, to expand its product portfolio, and for working capital to fund increasing demand.

The transaction has been unanimously approved by the board of directors of both NBA and Airspan, and is subject to the satisfaction of customary closing conditions, including the approval of both parties’ stockholders, expiration of Hart-Scott-Rodino waiting periods and the effectiveness of NBA’s registration statement with the Securities and Exchange Commission (SEC). The transaction is expected to close in the third quarter of 2021.

Investor Conference Call Information

Airspan and NBA will host a joint investor conference call to discuss the proposed transaction today at 8:00 AM EST. To access the conference call, please visit https://www.nbaspac.com, or dial 1-844-512-2921 (toll/international 1-412-317-6671) and enter passcode 1143845.

Additional information about the proposed business combination, including a copy of the investor presentation, will be provided in a Current Report on Form 8-K to be filed by NBA today with the SEC and available at www.sec.gov. The investor presentation can also be found on Airspan’s website at https://www.Airspan.com/ and New Beginning’s website at https://www.nbaspac.com.

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Advisors

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Airspan and Dorsey & Whitney LLP is acting as Airspan’s legal counsel. J.P. Morgan Securities LLC is acting as sole placement agent to New Beginnings Acquisition Corp. on the PIPE. Jefferies LLC is acting as capital markets advisor to Airspan. Ladenburg Thalmann & Co. Inc. is acting as capital markets advisor to New Beginnings Acquisition Corp. Mayer Brown is serving as J.P. Morgan Securities LLC’s legal counsel. Greenberg Traurig, P.A. is acting as New Beginnings Acquisition Corp.’s legal counsel.

About Airspan

Airspan is a US-based 5G end-to-end, Open RAN hardware and software provider with a product portfolio spanning 150 patents granted and 94 patents pending. The company is headquartered in Boca Raton, Florida and has global offices in London, Tel Aviv, Mumbai, and Tokyo.

For more information, visit www.airspan.com.  

About New Beginnings Acquisition Corp.

New Beginnings Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. New Beginnings Acquisition Corp. business strategy is to identify and complete its initial business combination with a company that can benefit from (i) the managerial and operational experience of its management team (ii) additional capital and (iii) access to public securities markets.

Additional Information and Where to Find It

NBA intends to file with the SEC a proxy statement / prospectus on Form S-4 relating to the proposed business combination (the “Proposed Transaction”), which will be mailed to its stockholders once definitive. This Presentation does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. NBA’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendments thereto and the proxy statement / prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about Airspan, NBA and the Proposed Transaction. When available, the proxy statement / prospectus and other relevant materials for the Proposed Transaction will be mailed to stockholders of NBA as of a record date to be established for voting on the Proposed Transaction. Stockholders will also be able to obtain copies of the preliminary proxy statement / prospectus, the definitive proxy statement / prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139, USA.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Participants in Solicitation

NBA and its directors and executive officers may be deemed participants in the solicitation of proxies from NBA’s stockholders with respect to the Proposed Transaction. A list of the names of those directors and executive officers and a description of their interests in NBA is contained in NBA’s Registration Statement on Form S-1, as filed on September 21, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139, USA. Additional information regarding the interests of such participants will be contained in the proxy statement / prospectus for the Proposed Transaction when available.

Airspan and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of NBA in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement / prospectus for the Proposed Transaction when available.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Airspan’s industry and market sizes, future opportunities for NBA, Airspan and the combined company, NBA’s and Airspan’s estimated future results and the Proposed Transaction, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

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In addition to factors previously disclosed in NBA’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of NBA’s securities; (ii) the risk that the transaction may not be completed by NBA’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by NBA; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, including the adoption of the business combination agreement by the stockholders of NBA and Airspan, the satisfaction of the minimum trust account amount following redemptions by NBA’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third party valuation in determining whether or not to pursue the Proposed Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the impact of COVID-19 on Airspan’s business and/or the ability of the parties to complete the Proposed Transaction; (vii) the effect of the announcement or pendency of the transaction on Airspan’s business relationships, performance and business generally; (viii) risks that the Proposed Transaction disrupts current plans and operations of Airspan; (ix) the outcome of any legal proceedings that may be instituted against Airspan or NBA related to the business combination agreement or the Proposed Transaction; (x) the ability to maintain the listing of NBA’s securities on the NYSE American; (xi) the price of NBA’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Airspan operates, variations in performance across competitors, changes in laws and regulations affecting Airspan’s business and changes in the combined capital structure; (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transaction, and identify and realize additional opportunities; (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Airspan operates; (xiv) the risk that Airspan and its current and future collaborators are unable to successfully develop and commercialize Airspan’s products or services, or experience significant delays in doing so; (xv) the risk that the post-combination company may not achieve or sustain profitability; (xvi) the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xviii) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xix) the risk that the rollout and utilization of 5G technology will not provide the expected benefits; (xx) the risk that Airspan is unable to secure or protect its intellectual property; and (xxi) the risk that the post-combination company’s securities will not be approved for listing on the NYSE American or if approved, maintain the listing.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about NBA and Airspan or the date of such information in the case of information from persons other than NBA or Airspan, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Airspan’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

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For Airspan:

Investor Contact:
Michael Bowen and Ryan Gardella 

AirspanIR@icrinc.com

Media Contacts: 

Jed Hamilton 

AirspanPR@icrinc.com 

Howie Waterman 

hwaterman@airspan.com 

For New Beginnings Acquisition Corp.:
Investor Contact:

Matthew Winger 

mwinger@m2afo.com

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EX-99.2

Exhibit 99.2

Investor Presentation March 2021 Pure 5G Wireless

About this Presentation This investor presentation (this “Presentation”) has been prepared for use by New Beginnings Acquisition Corp. (“New Beginnin gs” ) and Airspan Networks Inc. (“Airspan” or the “Company”) in connection with their proposed business combination (the “Busines s Combination”). This Presentation is for informational purposes only and may not be reproduced or redistributed, in whole or i n p art, without the prior written consent of New Beginnings and Airspan. The information contained herein does not purport to be al l - inclusive and none of New Beginnings, the Company or any of their respective affiliates makes any representation or warranty, ex press or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendat ion to purchase any security of New Beginnings, the Company, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the sec ur ities laws of any such jurisdiction. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a r eco mmendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the ma tters described herein, to the extent you deem necessary. Forward Looking Statements Certain statements in this Presentation may be considered “forward - looking statements” within the meaning of the “safe harbor” p rovisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally relate to future events or New Beginnings’ or the Company’s future financial or operating p erformance. For example, projections of future EBITDA and other metrics are forward - looking statements. In some cases, you can i dentify forward - looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believ e”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such for ward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from tho se expressed or implied by such forward looking statements. Many factors could cause actual future events to differ materially from the forward - looking statements in this Presentation, inc luding, but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may ad ver sely affect the price of New Beginnings’ securities; (ii) the risk that the transaction may not be completed by New Beginnings’ Business Comb ina tion deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by New Beginnin gs; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agr eement by the stockholders of New Beginnings and Airspan, the satisfaction of the minimum trust account amount following rede mpt ions by New Beginnings’ public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a t hir d party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change o r o ther circumstance that could give rise to the termination of the business combination agreement; (vi) the impact of COVID - 19 on Airspan’s business and/or the ability of the parties to complete the proposed transaction; (vii) the effect of the announcement or pend en cy of the transaction on Airspan’s business relationships, performance, and business generally; (viii) risks that the proposed transaction disrupts current plan s and operations of Airspan; (ix) the outcome of any legal proceedings that may be instituted against Airspan or New Beginnings related to the business combination agreement or the proposed transaction; (x) the ability to maintain the listing of New Beginnings’ securities on the NYSE American stock exchange (the “NYSE American”); (xi) the price of New Beginnings’ and t he post - combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and regula ted industries in which Airspan operates, variations in performance across competitors, changes in laws and regulations affecting Airspan’s business and changes in the combined capital structure; (xii) the ability to implement business plans, forecasts, and other e xpe ctations after the completion of the proposed transaction, and identify and realize additional opportunities; (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Airspan operates; (xiv) the risk that Airspan and it s current and future collaborators are unable to successfully develop and commercialize Airspan’s products or services, or experience significant delays in doing so; (xv) the risk that the post - combination company may not achieve or sustain profitability; (xvi) the risk tha t the post - combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post - combination company experiences difficulties in managing its growth and expanding operations; (xviii) the risk that third - party suppliers and manufacturers are not able to fully and timely meet their obligatio ns; (xix) the risk that the rollout and utilization of 5G technology will not provide the expected benefits; (xx) the risk that Airspan is unabl e t o secure or protect its intellectual property; and (xxi) the risk that the post - combination company’s securities will not be app roved for listing on the NYSE American or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully co nsider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of New Beginnings’ Qu arterly Reports on Form 10 - Q, the registration statement on Form S - 1 and the proxy statements / prospectus discussed below and other documents f iled by New Beginnings from time to time with the U.S. Securities and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those co nta ined in the forward - looking statements. These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by New Beginnings an d its management, and the Company and its management, as the case may be, are inherently uncertain. Nothing in this Presentat ion should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or th at any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on f orward - looking statements, which speak only as of the date they are made. Neither New Beginnings nor the Company undertakes any duty to update these forward - looking statements. 1 Disclaimers

Non - GAAP Financial Measures This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principl es (“GAAP”) including, but not limited to, EBITDA and certain ratios and other metrics derived therefrom. These non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding an d assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alterna tiv e to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be awa re that the Company’s presentation of these measures may not be comparable to similarly - titled measures used by other companies. The Company believes these non - GAAP measures of financial results provide useful information to management and investors regardi ng certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoin g operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of whi ch present similar non - GAAP financial measures to investors. These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures. Please refer to any footnotes where presented in this Presentation, as well as to the table on the f ina l page, for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluate d i n accordance with GAAP. This Presentation also includes certain projections of non - GAAP financial measures. Due to the high variability and difficulty i n making accurate forecasts and projections of some of the information excluded from these projected measures, together with som e of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be r equ ired to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no dis clo sure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is in cluded. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustmen ts. Certain other amounts that appear in this Presentation may not sum due to rounding. Use of Projections This Presentation contains financial forecasts with respect to the Company’s projected financial results, including Revenue, Gro ss Profit, Net Income and EBITDA, for the Company’s fiscal years 2020 through 2023. The Company’s independent auditors have n ot audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Pre sen tation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the pur pose of this Presentation. These projections constitute forward - looking information, are for illustrative purposes only and should not b e relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective fin anc ial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risk s a nd uncertainties that could cause actual results to differ materially from those contained in the prospective financial infor mat ion. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company o r t hat actual results will not differ materially from those presented in the prospective financial information. Inclusion of the pr ospective financial information in this Presentation should not be regarded as a representation by any person that the results containe d i n the prospective financial information will be achieved. Industry and Market Data In this Presentation, New Beginnings and the Company rely on and refer to certain information and statistics obtained from th ird - party sources which they believe to be reliable. Neither New Beginnings nor the Company has independently verified the accura cy or completeness of any such third - party information. 2 Disclaimers

Additional Information New Beginnings intends to file with the SEC a proxy statement / prospectus on Form S - 4 relating to the proposed Business Combina tion, which will be mailed to its stockholders once definitive. This Presentation does not contain all the information that s hou ld be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or a ny other decision in respect of the Business Combination. New Beginnings’ stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendments thereto and the proxy statement / prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important informa ti on about the Company, New Beginnings and the Business Combination. When available, the proxy statement / prospectus and other re lev ant materials for the proposed Business Combination will be mailed to stockholders of New Beginnings as of a record date to b e established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the prelimina ry proxy statement / prospectus, the definitive proxy statement / prospectus and other documents filed with the SEC, without cha rge , once available, at the SEC’s website at www.sec.gov, or by directing a request to: New Beginnings Acquisition Corp., 800 1st Stree t, Unit 1, Miami, FL, USA. Participants in the Solicitation New Beginnings and its directors and executive officers may be deemed participants in the solicitation of proxies from New Be gin nings’ stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive o ffi cers and a description of their interests in New Beginnings is contained in New Beginnings’ Registration Statement on Form S - 1, as filed on September 21, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by di recting a request to New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami, FL, USA. Additional information regarding the int ere sts of such participants will be contained in the proxy statement / prospectus for the proposed Business Combination when ava ila ble. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies fro m t he stockholders of New Beginnings in connection with the proposed Business Combination. A list of the names of such directors an d executive officers and information regarding their interests in the proposed Business Combination will be included in the pro xy statement / prospectus for the proposed Business Combination when available. Confidentiality This Presentation contains confidential information regarding the Company and New Beginnings. Your acceptance of this Presen tat ion constitutes your agreement to (i) keep confidential all of the information contained in this Presentation, as well as any in formation derived by you from the information contained in this Presentation (collectively, the “Confidential Information”) and not dis clo se any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose ot her than to evaluate the purchase of New Beginnings’ and the post - combination company’s securities, (iii) not copy this Presentation without the prior consent of the Company and of New Beginnings, and (iv) promptly return this document and any copes hereof at the re qu est of New Beginnings and/or the Company. . 3 Disclaimers

4 Today’s participants New Beginnings Acquisition Executives Russell W. Galbut Chairman Michael S. Liebowitz CEO & Director Prior experience Airspan Executives Eric Stonestrom President & CEO David Brant SVP & CFO

Executive Summary Market / Industry Company Overview Financial Summary Transaction Overview

6 Transaction Summary Overview Sponsor Commitments Capital Structure ▪ New Beginnings Acquisition Corp. (NYSE: NBA), a publicly - listed special purpose acquisition company, proposes to enter into a bu siness combination with Airspan Networks Inc. through a reverse subsidiary merger ▪ Airspan is a leading 5G radio access network (“RAN”) technology provider well positioned to address the 5G market ▪ $116mm cash held in trust assuming no redemptions ▪ $75mm PIPE is being raised in connection with the proposed transaction ▪ Minimum cash condition of $135mm (including cash in trust following any potential redemptions and PIPE proceeds) Ownership Anticipated Timing Valuation ▪ ~75% existing Airspan shareholders; ~13% NBA public shareholders; ~8% PIPE investors; ~4% NBA Sponsor ▪ Forfeiture of 125,000 shares ▪ Sponsor subject to 1 year lock - up 1 ▪ Pre - money equity value of $700mm and pro - forma equity value of $896mm ▪ Transaction announcement in March 2021 and closing expected to occur after SEC review process and receipt of approval by stoc kho lders of NBA and Airspan Source: Airspan management current estimates 1 Securities held by Sponsor will be locked - up for one year, subject to earlier release if (i) the reported last sale price of New Airspan’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 - trading day period commencing at the Closing or (ii) if New Airspan consummates a transaction after the Closing which results in all of New Airspan’s shareholders having the right to exchange their common stock for cash, securities or other property

7 New Beginnings Acquisition Corp Overview ▪ Over 34 years of experience in the urban mixed use real estate sector ▪ Current Managing Principal of Crescent Heights, which he co - founded in 1989 ▪ Chairman of the board of directors of Norwegian Cruise Line Holdings Russell W. Galbut Chairman Michael S. Liebowitz CEO & Director ▪ New Beginnings Acquisition Corp. is a NYSE listed SPAC which completed its $116M IPO in November 2020 ▪ Management team comprised of long - term oriented, results driven investors and advisors, with a breadth of experience across public markets Highly Experienced Management Team New Beginnings Acquisition Corp. Directors ▪ Extensive experience in the insurance and financial sector ▪ President and CEO of Harbor Group Consulting from its formation in 1995 to 2018 ▪ He has advised Goldman Sachs, JP Morgan, Morgan Stanley, Starwood, Apollo, UBS, HSBC, Deutsche Bank on their complex insurance matters ▪ Former SVP of Norwegian Cruise Lines and Prestige Cruises International ▪ Dean of Hotel Administration at Cornell University ▪ Former Internal Auditor for Loews Corporation ▪ Former Corporate Director of Training, HR at Nikko Hotels International ▪ Co - Founder of Weitz and Luxenberg Frank A. Del Rio Kate Walsh, PhD Benjamin Garrett Perry Weitz ▪ Managing Director of Torreya Partners

▪ Major wireless network customers already purchasing, and now entering scale phase that expands to conventional carriers, cable operators, and FAANGs ▪ Airspan is the only North American integrated 5G Access Network provider ▪ Strong topline growth profile as customers only beginning extensive 5G infrastructure buildout ▪ Attractive ~50% gross margin profile anticipated, with high degree of operating leverage as 5G order volumes begin to convert 8 New Beginnings Investment Thesis Growing deployments across customer base Compelling financial model ▪ Significant R&D investment has been made to develop Airspan’s 5G equipment portfolio ▪ Award winning 5G Open RAN (“O - RAN”) technology backed by 150 patents granted and 94 patents pending Long history of leading technology ▪ 5G industrial revolution provides secular growth that is gaining speed as global infrastructure buildout is just beginning ▪ Secondary tailwinds are anticipated to be driven by the global trend of phasing out Chinese manufacturers from critical telecom equipment infrastructure Well positioned to address growing 5G market

9 5G disruptor positioned for long - term and sustainable growth Multiple generations of software - defined radio experience focused on 5G U.S. headquartered 4G/5G integrated network infrastructure alternative to international OEMs Award winning radio access technology with an innovative O - RAN compatible architecture Powerful plug - and - play functionality fine tuned over many years of network densification Strong growth profile with $254mm estimated revenue in 2021 representing 47% estimated revenue growth Tier 1 and global customer base of 1,000+ companies with 1mm+ base stations shipped Proven management team with 20+ years of experience working together Secular industry tailwinds with 5G buildout expected to drive the largest capex cycle in decades x x x x x x x x

10 Airspan at a glance ▪ Multi - award - winning 4G & 5G network densification solution provider ▪ End - to - end Radio Access Network (RAN/O - RAN) virtualization, base stations, backhaul, and network optimization solutions ▪ Innovation leadership with 150 patents granted and 94 patents pending ▪ Founded in 1992, with 769 employees worldwide as of 12/31/2020 ▪ Headquartered in Boca Raton, FL with additional offices in London, Tel Aviv, Mumbai and Tokyo ▪ Well - known current shareholders and thought leaders as investors: Company overview Airspan by the numbers Global Tier 1 customer base $254mm 2021E revenue growing 47% 35% Revenue CAGR 2020E – 2023E 1,000+ Customers globally in over 100 countries 1mm+ Base stations shipped 25+ years Proven technology 769 employees Select awards and recognition Excellence in commercial deployment Excellence in residential deployment Best mobile technology breakthrough Wireless network innovation product of the year Use case innovation Fixed wireless broadband solution of the year First in Radio Access for 5 Generations Source: Airspan management estimates Note: E: Estimated financial results

11 5G is driving network transformation Legacy Today Large, consolidated Service Providers Emergence of multiple new Service Providers and Application Specific Networks Centralized network and macro cell control Distributed, AI driven, self organizing and access edge centric Proprietary, closed architectures Open architectures Hardware - centric Software - centric; leveraging virtualization and cloud 4G 5G

Connectivity products 5G Indoor Outdoor Backhaul PTP / PTMP 12 Cutting edge software integrated with hardware to create leading connectivity solutions Service Providers Applications True end - to - end virtualized intelligent Open RAN $ $ $ Open Architecture Virtualization Network Intelligence End to End RAN Airspan Connectivity Platform Network Management Software Centralized, intuitive management software Embedded Access Edge software Multi - user MIMO Beamforming Link adoption Network slicing Scheduled data transmission AI / ML driven policies Mobility management Radio Resource Mgmt. & Self Organized Network 8K Ultra HD

13 Airspan’s competitive advantage Product leadership Best - in - class performance Ease of deployment and rapid time - to - value Architectured for multiple vertical use cases ▪ Broad product portfolio tailored to diverse end - customer requirements and built on standardized building blocks ▪ Extensive design expertise, robust software + hardware architecture and vast field experience ▪ Award winning performance ▪ Proprietary algorithms designed to maximize network spectral efficiency ▪ Plug - and - play functionality enhanced by AI - driven self - organizing network software ▪ Speed of deployment enables service providers to begin to monetize services faster ▪ Multitude of standard packaging and form factor options – access edge flexibility ▪ Network slicing end - to - end security

2018A 2019A 2020E 2021E 2022E 2023E $166 $173 $254 $338 $423 14 Scaled revenue with strong growth expectation ($mm) Revenue $211 YoY Growth (21%) 139% Excluding Sprint YoY Growth 47% YoY Growth 33% YoY Growth 25% Source: Airspan management estimates Note: A: Actual financial results; E: Estimated financial results 1 Sprint revenue does not include any revenue from T - Mobile, 2 See slide 40 for GAAP to non - GAAP reconciliation Sprint 1 All other revenue EBITDA (Non - GAAP) 2 EBITDA margin ($28) ($39) ($10) $21 $62 $106 (13%) (24%) (6%) 8% 18% 25% YoY Growth 4% 122% Excluding Sprint

15 Valuation Benchmarking 2022E FV/Revenue 2x 10x 7x 4x 4x 3x 2x 3x 2x 1x 1x 1x 1x Median: 4x 2022E P/E 2022E FV/EBITDA 23x 36x 30x 29x 25x 20x N/M 16x 14x 14x 13x 12x N/M 13x 50x 30x 25x 21x 17x 11x 23x 10x 9x 8x 7x 5x Median: 23x Median: 29x 22E FV/growth adj. Revenue 1 Source: Airspan management estimates, company filings, Wall Street research, Factset as of 3/2/21 Note: ‘N/M’ denotes not meaningful multiples <0x or >100x; E: Estimated financial results 1 Multiples are growth adjusted by 2022E revenue growth and calculated as FV / CY22E FY Revenue / CY22E Revenue growth / 100 Valuation peers Low growth incumbents 0.07x 1.11x 0.54x 0.34x 0.19x 0.33x 0.21x 1.07x 0.53x 0.41x 0.11x 0.31x 0.18x

16 Experienced and proven management team Henrik Smith - Petersen Chief S&M Officer Prior experience Uzi Shalev COO Prior experience Paul Senior CSO Prior experience Eli Leizerovitz Head of Products Prior experience Eric Stonestrom President & CEO Prior experience David Brant SVP & CFO Prior experience GEC Telecoms

17 Key growth drivers Additional 5G use cases Expansion in existing c ustomers Channel sales and strategic partnerships Customer acquisition Widespread 5G deployments

Executive Summary Market / Industry Company Overview Financial Summary Transaction Overview

19 Three large markets all driven by 5G Private networks FWA: Households and Enterprise Wireless / Carrier Cable Networks

20 5G Networks have become national priorities ▪ 5G networks expected to drive significant innovation across technologies ▪ Secure 5G networks expected to be central to key industries ▪ Central nervous system for transportation, power grids and communications infrastructure Autonomous Vehicles IOT Robotics Content Consumption / Distribution ▪ Airspan is the only North American integrated 5G Access Network provider ▪ Stand to benefit from multiple government stimulus programs: Initiative Amount ($ bn ) Rural Digital Opportunity Fund (“RDOF”) $9.2bn Rip and Replace bill $1.9bn CARES Act 2 $0.6bn @Homework GAP Rural Broadband

Executive Summary Market / Industry Company Overview Financial Summary Transaction Overview

22 Who we are 4G/5G Network Infrastructure Alternative to Chinese & European OEMs Experienced management and financial backers Scalable US technology partners Plug - and - play installation and network optimization Award winning form factors that beat zoning barriers Rapidly deployable, cell phone supply chain economics Major 4G/5G deployments with ~1mm cells deployed 25 years ~1mm base stations shipped

23 Airspan offers a wide range of network connectivity tools Network Software / Services Netspan AirSON ACP Indoor / Outdoor Integrated AirDensity AirUnity AirVelocity AirSynergy AirHarmony AirSpeed AirStrand 5G Magic Box Air5G - RDU mmW Air5G - RU Sub6 Backhaul P2P/P2MP iBridge iRelay A5 A5c G2 B5 B5c B11 5G OpenRAN Airspan access edge software & integration expertise RU/DU/CU software

24 ▪ iBridge / Mimosa AirHarmony iBridge / Mimosa Mimosa iRelay ▪ Fixed wireless access backhaul solution offering point - to - multi - point (PTMP) links and point - to - point (PTP) for short, medium and long - distance links ▪ Robust roadmap for 2021 expected to capture Wifi 6 & 6GHz spectrum expansion. Fixed wireless solutions – iBridge Small cell backhaul – iRelay ▪ Plug - and - play features and self - aligning antennas provide a significant increase in capacity and coverage at cell edge ▪ Expected to monetize networks and improve spectral efficiency by improving 4G connectivity with high - capacity, low - latency, 5G backhaul Airspan drives innovative low cost fixed wireless access and backhaul

25 Use cases: Service Provider densification Airspan Deployment ▪ A supply chain that mirrors cell phones: ▪ Third party logistics delivery van model ▪ Plug & play functionality ▪ Technology partners that scale ▪ Volume manufacturing and pricing ▪ Suitable product dimensions ESSENTIAL PARADIGM SHIFT: CELL SITE PERFORMANCE AT CELL PHONE ECONOMICS 3PL DELIVERY LOW COST MANUFACTURE OPERATOR DISTRIBUTION CENTER MONTHS Traditional Deployment DAYS FIBER

▪ Complete RAN and backhaul solutions tailored to address the home connectivity challenge, with a wireline - like performance at a fraction of the cost ▪ Advanced, cost - effective solutions provide gigabits of backhaul capacity in 11GHz and 24GHz over long distances or utilize 2.5GHz, 3.5GHz/CBRS or other ‘Sub 7Ghz’ spectrum ▪ Award - winning products, integrated intelligence and backhaul, and patented Smart - Beam Antenna 26 Use cases: Overcoming home connectivity challenges

27 Use cases: CBRS ▪ For large enterprises or facilities that require a secure private network ▪ CBRS offers secure connectivity, high speed data rates and quality of an LTE network regardless of placement in - building or outdoors Private LTE networks MNOs and MSOs ▪ Rapid deployment and fast auto commissioning via AirSON ▪ Enable operators to offer private, high capacity and secure LTE networks for multiple segments at zero time to market ▪ Citizens Broadband Radio Service (“CBRS”) portfolio leverages multi - award - winning LTE/5G technology to exploit newly available spectrum for service providers, cable MSOs, and private networks that maximize spectral efficiency, disrupt network total cost of ownership (“TCO”) and reduce deployment time and risk

28 5G - NR Open RAN technology supports products in use today Flexible and modular 5G - NR portfolio, including RU, DU and CU elements (HW and SW) Mm WAVE Sub - 6 GHz vRAN Network MIMO Deployment Scenarios ▪ Indoor / Outdoor ▪ From Rural to Dense - Urban ▪ Macro / Small cells / Femtos vRAN SW Portfolio ▪ HW agnostic Cloud native end - to - end virtual SW package ▪ Industry leading algorithms for self optimized RAN and deployment automation Massive MIMO Scalable O - RAN Compliant RUs ▪ Sub - 6GHz (from 16x16 to 64x64) ▪ mmW (up to 128x128) ▪ Ruggedized Secured O - RAN Gateway

▪ Hardened & Secured solution – Eliminates fronthaul DoS / DDoS associated risks – Significantly reduces harmful manipulation of O - RAN fronthaul control traffic – Inherent protection against man - in - the - middle attacks ▪ Cyber Resilient architecture ▪ Private VM CU/UPF/MEC/AI enables secured 3rd party application hosting close to the network edge ▪ Supports Massive MIMO TDD ▪ Multi - RAT Technologies: 5G - NR and LTE in a single box ORDU – Secured Open RAN Solution 29 Cybersecurity in 5G: Breakthrough products

Next generation, open software capabilities / experiences 30 Competitive positioning Converged platform Challenged market position given lack of standardization and limited hardware integration capabilities Strong system integration and software capability, with a heavy slant toward proprietary, closed systems Hardware capability with limited software capabilities End - to - end RAN virtualization

31 Go - to - market routes ▪ 37 direct sales and technical pre - sales account managers ▪ 137 customer support engineers responsible for installation, system verification and troubleshooting ▪ Used for complex products / solutions, including 5G and O - RAN ▪ Typical sales cycles: – Tier 1 operators: 6 – 18 months – Tier 2 / 3 operators: 4 – 9 months Direct ▪ Large and established sales channel with 216 resellers and 73 distributors in 82 countries ▪ Acquired channel go - to - market as part of the Mimosa acquisition ▪ Channel sales often used for Point - to - Point (PTP) backhaul and Point - to - Multipoint (PTMP) access solutions ▪ Sales cycles typically 4 – 9 months Channel ▪ Airspan has individual OEM partnerships with leading companies around the world, including: ▪ Products are white labeled and partners are responsible for local distribution ▪ Products typically are LTE solutions with integrated software OEM

Executive Summary Market / Industry Company Overview Financial Summary Transaction Overview

33 Financial highlights Scaled provider with $173mm estimated revenue in 2020 from a diversified and Tier - 1 customer base Global 5G buildout expected to contribute to 35% forward growth 1 Estimated gross margins of 49% in 2020, expected to expand to 50%+ by 2022 Source: Airspan management estimates 1 Estimated CAGR 2020E – 2023E Backlog and program visibility giving confidence to 2021 revenue projections EBITDA approaching break - even with high degree of operating leverage

34 Summary P&L ▪ ($mm) Source: Airspan management estimates Note: A: Actual financial results; E: Estimated financial results; The non - cash charge for the fair value of warrants is not inc luded in the figures above – third party valuation in process 2018A 2019A 2020E 2021E 2022E 2023E Revenue 211 166 173 254 338 423 % growth 71% (21%) 4% 47% 33% 25% Gross profit (GAAP) 67 70 84 125 173 225 % margin 32% 42% 49% 49% 51% 53% R&D (GAAP) 46 60 53 58 61 64 % of revenue 22% 36% 31% 23% 18% 15% S&M (GAAP) 34 37 29 34 37 42 % of revenue 16% 22% 17% 13% 11% 10% G&A (GAAP) 13 16 17 18 19 20 % of revenue 6% 10% 10% 7% 6% 5% Other operating expenses / amort. of intangibles (GAAP) 3 3 2 2 2 2 % of revenue 2% 2% 1% 1% 0% 0% Total opex (GAAP) 97 116 101 111 119 128 % of revenue 46% 70% 58% 44% 35% 30% Income from Operations (GAAP) (30) (46) (17) 14 54 98 % margin (14%) (28%) (10%) 5% 16% 23% EBITDA (Non-GAAP) (28) (39) (10) 21 62 106 % margin (13%) (24%) (6%) 8% 18% 25% Net income (GAAP) (35) (52) (22) 3 39 70 % margin (17%) (31%) (13%) 1% 12% 16%

Source: Airspan management estimates 35 $3bn project funnel gives confidence in future revenue Carrier Cable MSO Enterprise (Small) Air to Ground / Military Enterprise (Fortune 500) FWA $3.1bn Type Target # customers / projects Comments Carrier 4 / 6 • Mobile capex with 5G upgrade cycle • New market entrants (Greenfields) Cable MSO 2 / 8 • Cable MSOs bought CBRS spectrum • Mobility service and Fixed Broadband Enterprise (Small) Many channels / 300 • Convergence of CBRS and Wifi6 Air to Ground / Military 2 / 2 • Aviation build outs & Defense Dept 5G Enterprise (Fortune 500) Several channels / 20 • Private 5G FWA Many channels / 300 • 23 million underserved homes in US alone – worldwide trend

Executive Summary Market / Industry Company Overview Financial Summary Transaction Overview

Pro Forma Shares Outstanding (mm) 89.6 Share Price $10.00 Pro Forma Equity Value at Close $896 Less: Net Cash ($75) Pro Forma Enterprise Value at Close $822 Sources Cash in trust $116 B/S cash $18 PIPE proceeds $75 Total $209 Existing Airspan shareholders ~75% NBA Sponsor ~4% NBA public shareholders ~13% PIPE investors ~8% Source: Airspan management estimates 1 Assumes Airspan shareholder equity roll - over equivalent of $656mm for Airspan shareholders and option holders, $18mm of RSUs to MIP participants, PIPE investors own $75mm of common shares, NBA public shareholders own $115mm of common shares, and NBA founders own $33mm of common shares initially. Excludes the effect of warrants, earn - outs, and new option plan. Assumes no redemption by public shareholders in connection with the transaction 2 Net cash based on $91mm debt as of 12/31/20, $18mm existing cash on balance sheet as of 12/31/20 and $148mm additional cash t o balance sheet 37 Transaction Overview Pro Forma Valuation ($mm, except per share data) Illustrative Sources and Uses – $18mm cash to Management Incentive Plan – $674mm of Airspan equity to roll; aside from MIP payment, all existing investors to roll – $166mm cash on the balance sheet – Airspan will use proceeds to primarily fund: – Operating expenses incurred to support customer demand – Working capital to support increasing production demand ($mm) Pro Forma Ownership at Close 1 1 2 Uses Management Incentive Plan $18 Cash to B/S $166 Transaction costs $26 Total $209

38 Operational Benchmarking 2022E Net Income margin 2020E – 2022E Revenue CAGR 2022E EBITDA margin 40% 16% 15% 14% 11% 10% 3% 8% 6% 3% 3% 2% (0)% Median: 13% 18% 39% 39% 17% 16% 14% 7% 36% 21% 17% 13% 10% 5% 12% 32% 30% 12% 12% 8% (2%) 28% 13% 9% 8% 7% 1% Median: 17% Median: 12% Source: Airspan management estimates, company filings, Wall Street research, Factset as of 3/2/21 Note: ‘N/M’ denotes not meaningful multiples <0x or >100x; E: Estimated financial results Valuation peers Low growth incumbents

39 Valuation Benchmarking 2022E FV/Revenue 2x 10x 7x 4x 4x 3x 2x 3x 2x 1x 1x 1x 1x Median: 4x 2022E P/E 2022E FV/EBITDA 23x 36x 30x 29x 25x 20x N/M 16x 14x 14x 13x 12x N/M 13x 50x 30x 25x 21x 17x 11x 23x 10x 9x 8x 7x 5x Median: 23x Median: 29x 0.07x 1.11x 0.54x 0.34x 0.19x 0.33x 0.21x 1.07x 0.53x 0.41x 0.11x 0.31x 0.18x 22E FV/growth adj. Revenue 1 Source: Airspan management estimates, company filings, Wall Street research, Factset as of 3/2/21 Note: ‘N/M’ denotes not meaningful multiples <0x or >100x; E: Estimated financial results 1 Multiples are growth adjusted by 2022E revenue growth and calculated as FV / CY22E FY Revenue / CY22E Revenue growth / 100 Valuation peers Low growth incumbents

40 Annual reconciliation of GAAP to Non - GAAP ($mm) 2018A 2019A 2020E 2021E 2022E 2023E Net Income (GAAP) ($35.3) ($52.0) ($22.1) $3.1 $39.2 $69.7 Amortization of Intangibles 0.1 1.4 1.8 1.6 1.6 1.6 Stock Compensation 0.9 1.9 2.6 2.9 3.1 3.3 Depreciation 2.9 3.1 2.9 2.9 3.3 3.6 Net interest expense 3.4 5.9 6.5 10.2 10.4 10.4 Tax (0.3) 0.5 (1.5) 0.6 4.4 17.4 EBITDA (Non-GAAP) (28.3) (39.2) (9.8) 21.3 62.0 106.0 Source: Airspan management estimates Note: A: Actual financial results; E: Estimated financial results; The non - cash charge for the fair value of warrants is not inc luded in the figures above – third party valuation in process

EX-99.3

Exhibit 99.3

 

EMAIL SUBJECT: Airspan is Going Public!

Dear Airspan Team,

Great news! We are excited to announce we plan to go public and list our stock on the NYSE American stock exchange. This milestone will be accomplished through a merger with and into an already publicly traded special purpose acquisition company (SPAC), New Beginnings Acquisition Corp. (“NBA”) (NYSE American: NBA). You can read the news release we just distributed externally here: www.airspan.com/news/.

We will continue to operate under the Airspan name and there will be no substantive changes to our team or how we do business. Airspan will become a public company when the deal is complete, expected to trade on the NYSE American stock exchange under the new ticker symbol “MIMO”. The boards of directors of both Airspan and NBA have unanimously approved the proposed transaction, which is expected to be completed in the third quarter of 2021.

We Operate at Scale: 1,000+ Customers in More than 100 Countries

There is still work to be done to close this transaction. But once the merger is approved, it will deliver significant financial resources to accelerate our strategic growth plans, and substantially enhance our balance sheet.

● With the proceeds we are raising from this transaction, we will have additional capital to accelerate our mission to lead the industry into widespread adoption of our products and into the 5G Industrial Revolution.

● As you know, the industry is moving fast to adopt 5G technology. That means a strong focus on disruptive versatile virtual architectures, as networks transition to reliance on cloud-based software elements, to speed new services to market. There is also a clear recognition that Systems Based companies developing radio elements will be the best path to leveraging the power of MIMO, whether it is from the 3GPP world or the IEEE world. Massive MIMO is a key strength of Airspan – take note of the new stock symbol!

● We have a great opportunity to expand our company with our strong portfolio of high-quality 5G, Open RAN, CBRS, 4G, Fixed Wireless Access, Mimosa products by Airspan, and Private Network products and solutions – while getting ready with emerging frequency solutions. For example, the full 3.3 to 4.3 GHz band is now in the spotlight, as well as the recent $80B C Block auction in the US.

Strict Guidelines around Publicity

As we enter this new chapter, there are some rules we need to follow. The US Securities and Exchange Commission (SEC) has strict guidelines around publicity. To avoid delays or any other repercussions the SEC might impose if we do not adhere to these rules, we must avoid speaking publicly about this process and our business metrics and financials. Airspan employees are limited to providing data that is only publicly released by Airspan. Accordingly, I ask that you please refrain from making any statements about our company or this event publicly.

● The only exception is to share our company-approved, public materials, like our news release or Airspan corporate social media content, without additional statements or opinions. This last point is very important.

● It’s understandable you would want to share your excitement about the news, but avoid engaging with comments or sharing details that relate to specifics of the deal, or company performance. Also please do not speculate about the announcement and what it might mean, especially prior to the transaction being approved and completed.

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Inquiries from the Media

With this in mind, this is a good time to remind you that only our Communications team should interact with journalists, bloggers and industry analysts. If you are contacted by the media, please immediately refer her/him to Howie Waterman, hwaterman@airspan.com, 917-359-5505, and Paul Wakefield, pwakefield@airspan.com, 011 44 7774 622615.

If someone asks you about the process of going public or company fundamentals, the best response is to simply say, “We’re really proud and excited. Due to federal regulations, I can’t speak to that, but I would be happy to connect you with the appropriate team members.” Understanding that communications are highly regulated through this process, please know we will continue to share updates with you as we have more to report.

In addition, until the disclosure documents relating to the transaction are filed with the SEC, you should not transact in NBA stock.

It is an exciting time for all of us at Airspan and I want to take this moment to thank everyone for your continued hard work, dedication, partnership and support toward helping us achieve our company vision and business objectives. We look forward to working with you in this next phase of our business evolution, as we continue to deliver our superior connectivity solutions to fuel the global 5G network transformation.

We will host a joint investor conference call with NBA to discuss the proposed transaction this morning at 8 AM EST. To access the conference call, please visit https://www.nbaspac.com, or call 1-844-512-2921 (toll/international 1-412-317-6671) and enter passcode 1143845.

Best,

Eric (electronic signature)

DISCLAIMERS

Additional Information and Where to Find It

NBA intends to file with the SEC a proxy statement / prospectus on Form S-4 relating to the proposed business combination (the “Proposed Transaction”), which will be mailed to its stockholders once definitive. This Presentation does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. NBA’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendments thereto and the proxy statement / prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about Airspan, NBA and the Proposed Transaction. When available, the proxy statement / prospectus and other relevant materials for the Proposed Transaction will be mailed to stockholders of NBA as of a record date to be established for voting on the Proposed Transaction. Stockholders will also be able to obtain copies of the preliminary proxy statement / prospectus, the definitive proxy statement / prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139, USA.

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No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants in Solicitation

NBA and its directors and executive officers may be deemed participants in the solicitation of proxies from NBA’s stockholders with respect to the Proposed Transaction. A list of the names of those directors and executive officers and a description of their interests in NBA is contained in NBA’s Registration Statement on Form S-1, as filed on September 21, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to New Beginnings Acquisition Corp., 800 1st Street, Unit 1, Miami Beach, FL 33139, USA. Additional information regarding the interests of such participants will be contained in the proxy statement / prospectus for the Proposed Transaction when available.

Airspan and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of NBA in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement / prospectus for the Proposed Transaction when available.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Airspan’s industry and market sizes, future opportunities for NBA, Airspan and the combined company, NBA’s and Airspan’s estimated future results and the Proposed Transaction, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

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In addition to factors previously disclosed in NBA’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of NBA’s securities; (ii) the risk that the transaction may not be completed by NBA’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by NBA; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, including the adoption of the business combination agreement by the stockholders of NBA and Airspan, the satisfaction of the minimum trust account amount following redemptions by NBA’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third party valuation in determining whether or not to pursue the Proposed Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the impact of COVID-19 on Airspan’s business and/or the ability of the parties to complete the Proposed Transaction; (vii) the effect of the announcement or pendency of the transaction on Airspan’s business relationships, performance and business generally; (viii) risks that the Proposed Transaction disrupts current plans and operations of Airspan; (ix) the outcome of any legal proceedings that may be instituted against Airspan or NBA related to the business combination agreement or the Proposed Transaction; (x) the ability to maintain the listing of NBA’s securities on the NYSE American; (xi) the price of NBA’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which Airspan operates, variations in performance across competitors, changes in laws and regulations affecting Airspan’s business and changes in the combined capital structure; (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transaction, and identify and realize additional opportunities; (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Airspan operates; (xiv) the risk that Airspan and its current and future collaborators are unable to successfully develop and commercialize Airspan’s products or services, or experience significant delays in doing so; (xv) the risk that the post-combination company may not achieve or sustain profitability; (xvi) the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xviii) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xix) the risk that the rollout and utilization of 5G technology will not provide the expected benefits; (xx) the risk that Airspan is unable to secure or protect its intellectual property; and (xxi) the risk that the post-combination company’s securities will not be approved for listing on the NYSE American or if approved, maintain the listing.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about NBA and Airspan or the date of such information in the case of information from persons other than NBA or Airspan, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Airspan’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

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