Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
16 November 2021 - 8:29AM
Edgar (US Regulatory)
Prospectus
Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
(to
Prospectus dated September 20, 2021)
Registration
Statement No. 333-259446
Up
to 12,045,000 Shares of Common Stock
and
Up
to 67,885,538 Shares of Common Stock and
Up
to 7,358,078 Warrants to Purchase Common Stock
Offered
By the Selling Securityholders
This
prospectus supplement (this “Prospectus Supplement”) updates and supplements the prospectus dated September 20, 2021 (the
“Prospectus”), which forms a part of our Registration Statement on Form S-1 (File No. 333-259446). This Prospectus Supplement
is filed solely for the purpose of including a selling securityholder who has acquired (i) shares of our common stock, par value
$0.0001 per share (the “Common Stock”). and (ii) warrants to purchase shares of our Common Stock (the “Private
Placement Warrants”) at an exercise price of $11.50 per share, which were originally issued as part of the units sold in a private
placement in connection with our initial public offering (the “Private Placement Units”), all of which were included for
resale in the Prospectus from an existing selling securityholder.
This
Prospectus Supplement should be read in conjunction with the Prospectus. If there is any is any inconsistency between the information
in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. This Prospectus Supplement
is not complete without, and should not be delivered or utilized, except in conjunction with the Prospectus, including any supplements
and amendments thereto.
Investing
in our securities involves risks that are described in the “Risk Factors” section beginning on page 7 of
the Prospectus.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or determined if the Prospectus or this Prospectus Supplement is truthful or complete. Any representation to the contrary
is a criminal offense.
The
date of this prospectus supplement is November 15, 2021.
SELLING
SECURITYHOLDERS
This
Prospectus Supplement is filed solely for the purpose of including a selling securityholder who has acquired Common Stock and Private
Placement Warrants included for resale in the Prospectus from an existing selling securityholder. As of November 15, 2021, the tables
included under the section “Selling Securityholders,” which begin on page 110 of the Prospectus, are revised to amend the
information with respect to New Beginnings Sponsor, LLC (the “Sponsor”) and to add information with respect to Michael Liebowitz,
following the distribution by the Sponsor to Michael Liebowitz of 832,365 shares of Common Stock and 139,969 Private Placement Warrants.
Shares
of Common Stock
|
|
|
|
|
|
|
|
Beneficial
Ownership of
Common Stock After the
Offering
|
|
Selling Securityholder
|
|
Number of Shares of
Common
Stock Beneficially
Owned Prior to
the Offering
|
|
|
Number of
Shares of
Common Stock Being
Offered
|
|
|
Number of
Shares
|
|
|
%
|
|
New Beginnings Sponsor, LLC(1)
|
|
|
2,813,666
|
|
|
|
2,813,666
|
|
|
|
—
|
|
|
|
—
|
|
Michael Liebowitz(2)
|
|
|
1,016,395
|
|
|
|
972,334
|
|
|
|
44,061
|
|
|
|
*
|
|
|
(1)
|
Shares
represent (i) 2,003,604 shares of Common Stock initially acquired by the Sponsor in connection with our incorporation (the “Founder
Shares”), (ii) 405,031 shares of Common Stock originally issued as part of the Private Placement Units and (iii) up to 405,031
shares issuable under the Private Placement Warrants. Of these shares, the Founder Shares are subject to a contractual lock-up for one
year following the closing of our business combination with Airspan Networks Inc. (the “Closing”), as described in the Prospectus
under “Certain Relationships and Related Person Transactions — Airspan — Registration Rights and Lock-Up Agreement.” Michael
Liebowitz and Russell W. Galbut are the managing members of New Beginnings Sponsor, LLC. Mr. Liebowitz is currently a member of our board
of directors (“Board”) and served as our Chief Executive Officer prior to the Closing. Mr. Galbut was the Chairman of our
Board prior to the Closing. The address of the selling securityholder is 800 1st Street, Unit 1, Miami Beach, Florida
33139.
|
|
(2)
|
The
shares that may be offered pursuant to the Prospectus represent (i) 692,396 Founder Shares, (ii) 139,969 shares of Common Stock
originally issued as part of the Private Placement Units and (iii) up to 139,969 shares issuable under the Private Placement Warrants.
The Founder Shares are subject to a contractual lock-up for one year following the Closing, as described in the Prospectus under “Certain
Relationships and Related Person Transactions — Airspan — Registration Rights and Lock-Up Agreement.” Mr. Liebowitz
is currently a member of our Board and served as our Chief Executive Officer prior to the Closing. The address of the selling securityholder
is 777 Yamato Road, Suite 310, Boca Raton, Florida 33431.
|
Private
Placement Warrants
|
|
|
|
|
|
|
|
Beneficial
Ownership of
Private Placement
Warrants After the
Offering
|
|
Selling
Securityholder
|
|
Number of
Private Placement Warrants Beneficially Owned Prior to the Offering
|
|
|
Number of
Private Placement Warrants Being Offered
|
|
|
Number of
Warrants
|
|
|
%
|
|
New Beginnings Sponsor, LLC(1)
|
|
|
405,031
|
|
|
|
405,031
|
|
|
|
—
|
|
|
|
—
|
|
Michael Liebowitz(2)
|
|
|
139,969
|
|
|
|
139,969
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Michael
Liebowitz and Russell W. Galbut are the managing members of New Beginnings Sponsor, LLC. Mr. Liebowitz is currently a member of our Board
and served as our Chief Executive Officer prior to the Closing. Mr. Galbut was the Chairman of our Board prior to the Closing. The address
of the selling securityholder is 800 1st Street, Unit 1, Miami Beach, Florida 33139.
|
|
(2)
|
Mr.
Liebowitz is currently a member of our Board and served as our Chief Executive Officer prior to the Closing. The address of the selling
securityholder is 777 Yamato Road, Suite 310, Boca Raton, Florida 33431.
|
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