SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
SOFTBANK GROUP CORP

(Last) (First) (Middle)
1-7-1 KAIGAN
MINATO-KU

(Street)
TOKYO M0 105-7537

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2021
3. Issuer Name and Ticker or Trading Symbol
Airspan Networks Holdings Inc. [ MIMO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 13,783,886(1)(2) I By SoftBank Group Capital Ltd(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SOFTBANK GROUP CORP

(Last) (First) (Middle)
1-7-1 KAIGAN
MINATO-KU

(Street)
TOKYO M0 105-7537

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SoftBank Group Capital Ltd

(Last) (First) (Middle)
69 GROSVENOR ST

(Street)
LONDON X0 W1K 3JP

(City) (State) (Zip)
Explanation of Responses:
1. Includes 12,783,886 shares of common stock received in exchange for preferred shares and warrants of Airspan Networks Inc., a Delaware corporation ("Airspan"), pursuant to the Agreement and Plan of Merger, dated as of March 8, 2021, as amended (the "Merger Agreement"), by and among New Beginnings Acquisition Corp., a Delaware corporation ("New Beginnings"), Artemis Merger Sub Corp. ("Merger Sub") and Airspan (and upon consummation of the business combination, the surviving Issuer as renamed "Airspan Networks Holdings, Inc.").
2. Also includes 1,000,000 shares of common stock acquired from the Issuer for an aggregate purchase price of $10,000,000 pursuant to the Subscription Agreement, dated as of March 8, 2021, between the Issuer and SoftBank Group Capital Ltd ("SBGC"), as an investor in the private investment in public equity investment in the Issuer occurring substantially concurrently with the closing of the business combination.
3. The shares are directly held by SBGC. SBGC is a wholly owned subsidiary of SoftBank Group Corp. ("SoftBank"). SoftBank may be deemed to have voting and dispositive power with respect to the shares held by SBGC. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
/s/ Natsuko Ohga, Head of Corporate Legal Department of SOFTBANK GROUP CORP 08/23/2021
/s/ Michel Combes, Director of SOFTBANK GROUP CAPITAL LTD 08/23/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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