Offered
By the Selling Securityholders
9,000,000
Shares of Common Stock Underlying 9,000,000 Warrants
This
prospectus supplement (“Prospectus Supplement”) further updates, amends and supplements (i) the prospectus dated September
20, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1, File No. 333-259446, relating
to the issuance of up to 12,045,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting
of (a) 11,500,000 shares of our Common Stock issuable upon exercise of a like number of warrants to purchase our Common Stock at
an exercise price of $11.50 per share originally issued as part of units in our initial public offering and (b) 545,000 shares of our
Common Stock issuable upon exercise of a like number of warrants (the “Private Placement Warrants”) to purchase our Common
Stock at an exercise price of $11.50 per share originally issued as part of units sold in a private placement in connection with our
initial public offering, as well as the offer and sale, from time to time, by the selling securityholders named in the Prospectus, or
any of their pledgees, donees, assignees and successors-in-interest (“permitted transferees” and, collectively with such
selling securityholders, the “Selling Securityholders”), of (a) up to an aggregate of 7,500,000 shares of our Common
Stock that were issued to certain investors in connection with the sale of shares for a purchase price of $10.00 per share in a private
placement immediately prior to the closing of our business combination agreement, (b) up to an aggregate of 2,750,000 shares initially
purchased by New Beginnings Sponsor, LLC, a Delaware limited liability company, in a private placement in September 2020, (c) up
to an aggregate of 45,496,960 shares of our Common Stock otherwise held by the Selling Securityholders, (d) up to an aggregate of 100,000
shares of our Common Stock that may be issued upon exercise of warrants pursuant to a Warrant, dated as of March 5, 2021, by and between
Airspan Networks Inc. and DISH Network Corporation, a Nevada corporation, (e) up to an aggregate of 545,000 shares of our Common Stock
that may be issued upon exercise of the Private Placement Warrants, (f) up to an aggregate of 2,271,026 shares of our Common Stock that
may be issued upon exercise of warrants to purchase one share of our Common Stock per warrant, at an exercise price of $12.50 (“Post-Combination
$12.50 Warrants”), (g) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of warrants
to purchase one share of our Common Stock per warrant, at an exercise price of $15.00 (“Post-Combination $15.00 Warrants”),
(h) up to an aggregate of 2,271,026 shares of our Common Stock that may be issued upon exercise of warrants to purchase one share of
our Common Stock per warrant, at an exercise price of $17.50 (“Post-Combination $17.50 Warrants”), (i) up to an aggregate
of 4,680,500 shares of our Common Stock that may be issued upon conversion of senior secured convertible notes issued on August 13, 2021,
(j) up to an aggregate of 545,000 Private Placement Warrants, (k) up to an aggregate of 2,271,026 Post-Combination $12.50 Warrants, (l)
up to an aggregate of 2,271,026 Post-Combination $15.00 Warrants and (m) up to an aggregate of 2,271,026 Post-Combination $17.50 Warrants;
and (ii) the prospectus dated October 27, 2021 (the “Warrant Prospectus” and together with the Prospectus, the “Prospectuses”),
which forms a part of our registration statement on Form S-4, File No. 333-256137, relating to the issuance of up to 9,000,000 shares
of our Common Stock, issuable from time to time upon the exercise of 9,000,000 outstanding warrants, consisting of (i) 3,000,000 Post-Combination
$12.50 Warrants, (ii) 3,000,000 Post-Combination $15.00 Warrants and (iii) 3,000,000 Post-Combination $17.50 Warrants, in each case,
that were issued by us on August 13, 2021 as part of the consummation of a business combination transaction between us (then known as
New Beginnings Acquisition Corp.), Artemis Merger Sub Corp. and Airspan Networks Inc.
This
Prospectus Supplement is being filed to update, amend and supplement the information included or incorporated by reference in the Prospectuses
with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”)
on April 6, 2022 (the “Report”). Accordingly, we have attached the Report to this Prospectus Supplement and the Report is
incorporated by reference into this Prospectus Supplement.
The
attached information updates, amends and supplements certain information contained in the Prospectuses. To the extent information in
this Prospectus Supplement differs from, updates or conflicts with information contained in the Prospectuses, the information in this
Prospectus Supplement is the more current information. This Prospectus Supplement is not complete without, and should not be delivered
or utilized, except in conjunction with the Prospectuses, including any supplements and amendments thereto. You should read this Prospectus
Supplement in conjunction with the Prospectuses, including any supplements and amendments thereto.
Investing
in our securities involves risks. See “Risk Factors” beginning on page 7 of the Prospectus and page 7 of the Warrant Prospectus.
We
are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to
reduced public company reporting requirements. See “Risk Factors.”
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectuses or this
Prospectus Supplement are truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is April 6, 2022.
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): April 1, 2022
Airspan
Networks Holdings Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
001-39679 |
|
85-2642786
|
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.) |
777
Yamato Road, Suite 310, Boca Raton, FL 33431
(Address of Principal Executive Offices) (Zip Code)
(561)
893-8670
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, par
value $0.0001 per share |
|
MIMO |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $11.50 per share |
|
MIMO WS |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $12.50 per share |
|
MIMO WSA |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $15.00 per share |
|
MIMO WSB |
|
NYSE American LLC |
Warrants, exercisable
for shares of common stock at an exercise price of $17.50 per share |
|
MIMO WSC |
|
NYSE American LLC |
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On
April 1, 2022, Airspan Networks Holdings Inc. (the “Company”) received a notice from NYSE Regulation stating that
the Company is not in compliance with the continued listing standards of the NYSE American LLC (the “Exchange”) under
the timely filing criteria included in Section 1007 of the NYSE American Company Guide (the “Company Guide”) because
the Company failed to timely file with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form
10-K for the year ended December 31, 2021 (the “Form 10-K”).
In
accordance with Section 1007 of the Company Guide, the Company will have six months from the date of the filing delinquency, or
until September 30, 2022 (the “Initial Cure Period”), to file the Form 10-K with the SEC. If the Company fails to
file the Form 10-K during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month cure
period depending on the Company’s specific circumstances (the “Additional Cure Period”). Notwithstanding the
foregoing, however, the Exchange may in its sole discretion decide (i) not to afford the Company any Initial Cure Period or Additional
Cure Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate
the Initial Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures
if the Company is subject to delisting pursuant to any other provision of the Company Guide, including if the Exchange believes,
in the Exchange’s sole discretion, that continued listing and trading of the Company’s securities on the Exchange
is inadvisable or unwarranted in accordance with Sections 1001 through 1006 thereof.
During
the Initial Cure Period and the Additional Cure Period, if applicable, the Company’s securities will continue to trade on
the Exchange, subject to the Company’s compliance with other continued listing requirements, with a late filer (“.LF”)
indicator. The Company can regain compliance with the Exchange’s continued listing standards at any time during the Initial
Cure Period or Additional Cure Period, as applicable, by filing the Form 10-K and any subsequent delayed filings with the SEC.
The Company intends to file the Form 10-K as soon as practicable, and currently expects to file the Form 10-K by April 14, 2022.