Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On May 14, 2021, the Audit Committee (the "Audit Committee") of the Board of
Directors of New Beginnings Acquisition Corp. ("NBA" or "Parent"), after
considering the recommendations of management, concluded that NBA's financial
statements and other financial data as of December 31, 2020 and for the period
from August 20, 2020 (inception) through December 31, 2020, included in NBA's
Annual Report on Form 10-K originally filed with the Securities and Exchange
Commission (the "SEC") on March 31, 2021 (the "Non-Reliance Period") should not
be relied upon because of errors identified therein, which are summarized below.
The errors that caused NBA to conclude that its financial statements and other
financial information for the Non-Reliance Period should not be relied upon are
the result of a misapplication of the guidance on accounting for certain of
NBA's issued Warrants (as defined below), which came to light when the staff of
the SEC issued a Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ("SPACs") dated
April 12, 2021 (the "Statement"). The Statement addresses certain accounting and
reporting considerations related to warrants of a kind similar to those
contained in the Warrant Agreement, dated October 29, 2020, between NBA and
Continental Stock Transfer & Trust Company, a New York Corporation, as warrant
agent, entered into in connection with NBA's initial public offering (the
"IPO"). In light of the Statement, NBA's management reevaluated the accounting
treatment of (i) the 11,500,000 redeemable warrants that were included in the
units issued by NBA in its IPO (the "Public Warrants") and (ii) the 545,000
warrants that were included in the units issued to NBA's sponsor in private
placements in connection with the IPO (the "Placement Warrants," and
collectively with the Public Warrants, the "Warrants"), and determined to
classify the Warrants as derivative liabilities measured at fair value, with
changes in fair value each period reported in earnings. While NBA has not
generated any operating revenues to date and will not generate any operating
revenues until after completion of its initial business combination, at the
earliest, the change in fair value of the Warrants is a non-cash charge and will
be reflected in NBA's statement of operations.
Accordingly, investors, analysts and other persons should not rely upon NBA's
previously released financial statements and other financial data for
the Non-Reliance Period. Similarly, the related press releases, Report of
Independent Registered Public Accounting Firm on the financial statements as of
December 31, 2020 and for the period from August 20, 2020 (inception) through
December 31, 2020, and the stockholder communications, investor presentations or
other communications describing the relevant portions of NBA's financial
statements for the Non-Reliance Period that need to be restated should no longer
be relied upon. NBA will shortly file an amendment to its Annual Report on Form
10-K as of December 31, 2020 that includes the restated audited financial
statements for the Non-Reliance Period and that corrects the errors and provides
additional explanation of the changes.
The Audit Committee and management have discussed the matters disclosed in this
Item 4.02(a) with Marcum LLP, NBA's independent registered public accounting
firm.
Item 8.01 Other Events
NBA will file an amendment to its Annual Report on Form 10-K as of December 31,
2020 that includes the restated audited financial statements for the
Non-Reliance Period.
Additional Information and Where to Find It
Parent intends to file with the SEC a registration statement on Form S-4, in
which a joint consent solicitation/proxy statement/prospectus relating to the
proposed business combination (collectively with the other transactions intended
to be consummated in connection with the business combination, the
"Transactions") with Airspan Networks Inc. (the "Company") will be included,
which joint consent solicitation/proxy statement/prospectus will be mailed to
its stockholders once definitive. This document does not contain all the
information that should be considered concerning the Transactions and is not
intended to form the basis of any investment decision or any other decision in
respect of the Transactions. Parent's stockholders and other interested persons
are advised to read, when available, the preliminary joint consent
solicitation/proxy statement/prospectus and the amendments thereto and the
registration statement on Form S-4 and other documents filed in connection with
the Transactions, as these materials will contain important information about
the Company, Parent and the Transactions. When available, the joint consent
solicitation/proxy statement/prospectus and other relevant materials for the
Transactions will be mailed to stockholders of Parent as of a record date to be
established for voting on the Transactions. Stockholders will also be able to
obtain copies of the preliminary joint consent solicitation/proxy
statement/prospectus, the definitive joint consent solicitation/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 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 Transactions 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
Parent and its directors and executive officers may be deemed participants in
the solicitation of proxies from Parent's stockholders with respect to the
Transactions. A list of the names of those directors and executive officers and
a description of their interests in Parent is contained in Parent's annual
report on Form 10-K for the fiscal year ended December 31, 2020, as filed on
March 31, 2021, 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 joint consent solicitation/proxy statement/prospectus for the
Transactions 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 Parent in
connection with the Transactions. A list of the names of such directors and
executive officers and information regarding their interests in the Transactions
will be included in the joint consent solicitation/proxy statement/prospectus
for the Transactions 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, NBA's 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 Transactions, including the
implied enterprise value, the expected transaction and ownership structure and
the likelihood and ability of the parties to successfully consummate the
Transactions. Such forward-looking statements are based upon the current beliefs
and expectations of NBA's management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond NBA's 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 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 Transactions 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 Transactions may not be completed by
Parent's business combination deadline and the potential failure to obtain an
extension of the Parent's business combination deadline if sought by Parent;
(iii) the failure to satisfy the conditions to the consummation of the
Transactions, including the adoption of the Business Combination Agreement by
the stockholders of Parent and the Company, the satisfaction of the minimum cash
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 Transactions; (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 the Company's business and/or the ability of the parties to complete
the Transactions; (vii) the effect of the announcement or pendency of the
Transactions on the Company's business relationships, performance and business
generally; (viii) risks that the Transactions disrupt 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 Business Combination
Agreement or the Transactions; (x) the ability to maintain the listing of
Parent's securities on 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 Transactions, 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 NYSE American or the New York Stock Exchange 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 NBA's 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.
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