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 18, 2024

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)

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 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

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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

As previously ~~disclosed~~announced, on March 31, 2024, Airspan Networks Holdings Inc., ~~a Delaware corporation~~ (the “Company”), and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy ~~Petitions~~Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction ~~United~~of ~~States~~the Bankruptcy Court ~~for~~and in accordance with the ~~District~~applicable provisions of ~~Delaware~~the (Bankruptcy Code and orders of the “Bankruptcy Court. Additional information about the Chapter 11 Cases”), including access to Bankruptcy Court documents, is available online at https://dm.epiq11.com/case/airspan. The information on this website is not incorporated by reference into, and does not constitute part of, this Form 8-K.

OnIn connection with the Chapter 11 Cases, the Debtors entered into a Senior Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement, dated April 18, 2024, (the ~~Company~~“DIP ~~received~~Credit ~~written~~Agreement”), ~~notice~~with DBFIP ANI LLC, as administrative and collateral agent (the “~~Delisting~~Administrative ~~Notice~~Agent”), and the lenders from time to time party thereto (collectively, the “DIP ~~staff~~Lenders”), ofand ~~NYSE~~a ~~Regulation~~Security Agreement, ~~Inc.~~dated April 8, 2024 (the “~~NYSE~~DIP ~~Regulation~~Security Agreement”), ~~notifying~~with ~~the~~DBFIP ~~Company~~ANI LLC, ~~that~~as collateral agent. The DIP Lenders are also (i) holders or affiliates, inpartners ~~light~~or investors of holders under the Company’s ~~Bankruptcy~~senior ~~Petitions~~secured convertible notes sold pursuant to the Senior Secured Convertible Note Purchase and Guarantee Agreement, ~~NYSE~~dated ~~Regulation~~as ~~has~~of ~~determined~~July 30, ~~that~~2021 (as amended, restated, amended and restated, supplemented, modified or replaced, extended or refinanced from time to time), by and among the Company’s, ~~common~~certain ~~stock~~of (its subsidiaries as guarantors, the ~~“Securities”)~~purchasers isparty nothereto and ~~longer~~DBFIP ~~suitable~~ANI ~~for~~LLC, ~~listing~~as collateral agent and ~~will~~administrative ~~commence~~agent, ~~delisting~~and ~~proceedings~~(ii) lenders pursuant to ~~Section~~the ~~1003~~Sixth Amended and Restated Credit Agreement, dated as of March 7, 2024 (cas amended, restated, amended and restated, supplemented, modified or replaced, extended or refinanced from time to time) (~~iii~~the “Prepetition Credit Agreement”), ofby and among Airspan Networks Inc., the Company, ~~NYSE~~certain ~~American~~subsidiaries of the Company, ~~Guide~~the lenders party thereto and DBFIP ANI LLC, as collateral agent and administrative agent.

~~The~~Under the ~~Company~~DIP ~~may~~Credit ~~appeal~~Agreement, the ~~determination~~DIP ~~pursuant~~Lenders provide term loans to ~~Part~~the 12Borrowers in an original principal amount of ~~the~~$53,848,837, ~~NYSE~~plus certain ~~American~~fees as described below. The DIP Lenders made new financing commitments to the Company ~~Guide~~under ~~within~~a ~~seven~~new ~~calendar~~money ~~days~~delayed ofdraw term loan facility (the ~~Delisting~~“New ~~Notice.~~Money ~~However~~DIP Facility”) in an aggregate principal amount of up to $16,500,000. Under the ~~Company~~New ~~does~~Money DIP ~~not~~Facility, ~~intend~~$7,500,000 has been funded, and $9,000,000 is available as a delayed draw term loan. The DIP Credit Agreement also provides for a credit facility pursuant to ~~appeal~~which ~~this~~$37,348,837 ~~determination~~of outstanding indebtedness under Prepetition Credit Agreement was automatically deemed substituted and exchanged for, and converted, ~~therefore~~into (such conversion, itthe “Roll isUp”) debtor-in-possession ~~expected~~term ~~that~~loans (the ~~Securities~~“Roll ~~will~~Up beLoans”) ~~delisted~~(such credit facility, together with the New Money DIP Facility, the “DIP Facility”) on a cashless dollar-for-dollar basis, in each case, in accordance with and subject to the terms and conditions in the DIP Credit Agreement.

~~Trading~~The DIP Credit Agreement is secured by substantially all of the ~~Securities~~assets ~~has~~of ~~been~~the ~~suspended,~~Debtors ~~effective~~under ~~April~~the 1,DIP ~~2024,~~Security Agreement. Borrowings and the DIP ~~Company~~Facility ~~expects~~will ~~NYSE~~bear ~~American~~interest ~~LLC~~at ~~(the~~either ~~“NYSE American”~~(i) tothe ~~file~~Base aRate ~~Form~~(as ~~25-NSE~~defined ~~with~~in the ~~Securities~~DIP ~~and~~Credit Agreement) ~~Exchange~~plus ~~Commission~~10.00% ~~(the~~per ~~“SEC”)~~annum, ~~which~~or ~~will~~(ii) ~~remove~~ the ~~Securities~~Adjusted ~~from~~Term ~~listing~~SOFR ~~and~~(as ~~registration~~defined onin the ~~NYSE~~DIP ~~American.~~Credit Agreement) ~~The~~plus ~~Securities~~11.00% ~~may~~per ~~begin~~annum. ~~trading~~Interest on the ~~over-the-counter~~DIP ~~market~~Facility is payable in-kind.

~~Item~~The Debtors ~~8.01~~agreed, ~~Other~~subject ~~Events~~to Bankruptcy Court approval, to pay certain fees, in connection with the DIP Facility, including (i) an administration fee in an amount equal to $50,000 per annum, payable-in-kind, (ii) a 3% Commitment Premium (as defined in the DIP Credit Agreement), payable in-kind, and (iii) a 3% Exit Premium (as defined in the DIP Credit Agreement), earned upon the repayment or maturity of all or a portion of the DIP Facility, and payable on the repaid or maturing amounts.

OnThe DIP ~~April~~Credit 4Agreement includes milestones, ~~2024~~representations and warranties, incovenants ~~accordance~~applicable ~~with~~to the ~~NYSE~~Debtors, ~~American’s~~and ~~procedures,~~events ~~the~~of ~~Company~~default. If ~~issued~~an aevent ~~press~~of ~~release~~default ~~discussing~~under the ~~matters~~DIP ~~disclosed~~Credit inAgreement ~~Item~~occurs, ~~3.01~~the ~~above.~~Administrative AAgent ~~copy~~may, ofamong ~~the~~other ~~press~~things, ~~release~~permanently isreduce ~~included~~any remaining ~~herewith~~commitments asand ~~Exhibit~~declare ~~99.1,~~the ~~which~~outstanding isobligations ~~incorporated~~under bythe ~~reference~~DIP ~~into~~Credit ~~this~~Agreement ~~Item~~to 8be immediately due and payable.~~01.~~

~~Cautionary Information Regarding Trading in the Company’s Securities~~1

The DIP ~~Company’s~~Credit ~~securityholders~~Agreement ~~are~~has ~~cautioned~~a ~~that~~stated ~~trading~~maturity indate ~~the~~of ~~Company’s~~October ~~Securities~~8, ~~during~~2024 (the ~~pendency~~“Stated ofMaturity ~~the~~Date”). ~~Chapter~~The 11DIP ~~Cases~~Credit Agreement iswill ~~highly~~also ~~speculative~~terminate and ~~poses~~all ~~substantial~~obligations ~~risks.~~thereunder ~~Trading~~will ~~prices~~become ~~for~~due on the ~~Company’s~~date ~~Securities~~that ~~may~~is ~~bear~~the ~~little~~earliest orof nothe ~~relationship to~~ following (i) the ~~actual~~Stated ~~recovery~~Maturity Date, if(ii) the consummation of any, byplan ~~holders~~of ~~thereof~~reorganization inunder the ~~Company’s~~ Chapter 11 Cases., ~~The~~(iii) ~~Company~~the ~~expects~~consummation of ~~that~~a ~~holders~~sale ofor ~~shares~~other disposition of ~~the~~all ~~Company’s~~or ~~Securities~~substantially ~~could~~all ~~experience~~assets aof ~~significant~~the orDebtors, ~~complete~~taken ~~loss~~as ona ~~their investment~~whole, ~~depending~~under onsection ~~the~~363 ~~outcome~~ of the Bankruptcy ~~Chapter~~Code 11and ~~Cases.~~(iv) ~~Accordingly,~~ the ~~Company~~date ~~urges~~of ~~extreme~~acceleration ~~caution~~following ~~with~~the ~~respect~~occurrence toof ~~existing~~an ~~and~~Event ~~future~~of ~~investments~~Default (as defined in ~~its~~the ~~Securities~~DIP Credit Agreement).

The foregoing descriptions of the DIP Credit Agreement and the DIP Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of these documents, which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information regarding the DIP Credit Agreement (as defined above) set forth in Item 1.03 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated April 4, 2024
10.1		Senior Secured Superpriority Debtor-In-Possession Term Loan Credit Agreement, among Airspan Networks Inc., Airspan Networks Holdings Inc., DBFIP ANI LLC and the other parties thereto, dated April 8, 2024
10.2		Security Agreement, among Airspan Networks Inc., Airspan Networks Holdings Inc., DBFIP ANI LLC and the other parties thereto, dated April 8, 2024
104		Cover Page Interactive Data File

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.

Dated: April 4, 2024	Airspan Networks Holdings Inc.
Dated: April 12, 2024	Airspan Networks Holdings Inc.
	By:	/s/ David Brant
		David Brant
	Name:	David Brant
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary
	Title:	Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Filing Compare · Airspan Networks Holdings Inc.