Airspan Networks Holdings Inc_NYSE_MIMO_2022(10-K).pdf

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1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For

2、 the transition period from to Commission File Number 001-39679 Airspan Networks Holdings Inc.(Exact name of registrant as specified in its charter)Delaware 85-2642786(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification Number)777 Yamato Road,Suite 310,Boca Rato

3、n,Florida 33431(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(561)893-8670 Securities registered pursuant to Section 12(b)of the Act:Title of Each Class:Trading Symbol:Name of Each Exchange on Which Registered:Common stock,par value$0.0001 per sha

4、re MIMO NYSE American,LLCWarrants,exercisable for shares of common stockat an exercise price of$11.50 per share MIMO WS NYSE American,LLCWarrants,exercisable for shares of common stockat an exercise price of$12.50 per share MIMO WSA NYSE American,LLCWarrants,exercisable for shares of common stockat

5、an exercise price of$15.00 per share MIMO WSB NYSE American,LLC Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not

6、required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months(or for such shorter period that the

7、registrant was required to file suchreports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T(232.405 of

8、 this chapter)during the preceding 12 months(or for such shorter period thatthe registrant was required to submit such files).Yes No 2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspann

9、etworks_10k.htm1/144 Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerg

10、ing growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying

11、 with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of theeffectiveness of its internal control over financial reporting under S

12、ection 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)bythe registered public accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No Indicate by check mark whether the financial s

13、tatements included in the filing reflects a correction of an error to previously issuedfinancial statements:Indicate by check mark whether any of those error corrections are restatements requiring a recovery analysis of incentive-basedcompensation under the registrants clawback policies:As of June 3

14、0,2022,the last business day of the registrants most recently completed second fiscal quarter,the aggregate marketvalue of the registrants common stock,par value$0.0001 per share,held by non-affiliates,computed by reference to the closingsales price of$2.99 reported on the NYSE American,LLC,was$130,

15、490,985.As of March 13,2023,74,582,992 shares of the registrants common stock,par value$0.0001 per share,were issued andoutstanding.DOCUMENTS INCORPORATED BY REFERENCE None.2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/

16、data/1823882/000182912623002099/airspannetworks_10k.htm2/144 AIRSPAN NETWORKS HOLDINGS INC.Annual Report on Form 10-KTable of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ii RISK FACTOR SUMMARY iv PART I 1 Item 1.Business 1 Item 1A.Risk Factors 9 Item 1B.Unresolved Staff Commen

17、ts 29 Item 2.Properties 29 Item 3.Legal Proceedings 29 Item 4.Mine Safety Disclosures 29 PART II 30 Item 5.Market For Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities 30 Item 6.Reserved 30 Item 7.Managements Discussion and Analysis of Financial Condition

18、 and Results of Operations 31 Item 7A.Quantitative and Qualitative Disclosures About Market Risk 44 Item 8.Financial Statements and Supplementary Data F-1 Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 45 Item 9A.Controls and Procedures 45 Item 9B.Other I

19、nformation 46 Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 46 PART III 47 Item 10.Directors,Executive Officers and Corporate Governance 47 Item 11.Executive Compensation 53 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMa

20、tters 59 Item 13.Certain Relationships and Related Transactions,and Director Independence 62 Item 14.Principal Accountant Fees and Services 69 PART IV 70 Item 15.Exhibits and Financial Statement Schedules 70 Item 16.Form 10-K Summary 70 SIGNATURES 75 i2025/2/13 00:20sec.gov/Archives/edgar/data/18238

21、82/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm3/144 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K(“Annual Report”)contains statements reflecting assumptions,expectation

22、s,projections,intentions or beliefs about future events that are intended as“forward-looking statements”within the meaning of the PrivateSecurities Litigation Reform Act of 1995.All statements included in this Annual Report,other than statements of historical fact,that address activities,events or d

23、evelopments that we expect,believe or anticipate will or may occur in the future are forward-looking statements.These statements appear in a number of places,including,but not limited to“Managements Discussion andAnalysis of Financial Condition and Results of Operations.”These statements represent o

24、ur reasonable judgment of the futurebased on various factors and using numerous assumptions and are subject to known and unknown risks,uncertainties and otherfactors that could cause our actual results and financial position to differ materially from those contemplated by the statements.Youcan ident

25、ify these statements by the fact that they do not relate strictly to historical or current facts,and use words such as“anticipate,”“believe,”“estimate,”“expect,”“forecast,”“may,”“should,”“plan,”“project”and other words of similar meaning.Inparticular,these include,but are not limited to,statements r

26、elating to the following:our expected financial and business performance;changes in our strategy,future operations,financial position,estimated revenues and losses,forecasts,projected costs,prospects and plans;the implementation,market acceptance and success of our products;demand for our products a

27、nd the drivers of that demand;our estimated total addressable market and other industry projections,and our projected market share;competition in our industry,the advantages of our products and technology over competing products and technologyexisting in the market,and competitive factors including

28、with respect to technological capabilities,cost and scalability;our ability to scale in a cost-effective manner and maintain and expand our manufacturing relationships;our ability to enter into production supply agreements with customers,the terms of those agreements,and customersutilization of our

29、products and technology;our expected reliance on our significant customers;developments and projections relating to our competitors and industry,including with respect to investment in 5Gnetworks;our expectation that we will incur substantial expenses and continuing losses for the foreseeable future

30、 and that we willincur increased expenses as a public company;the impact of health epidemics,including the COVID-19 pandemic,on our business and industry and the actions we maytake in response thereto;our expectations regarding our ability to obtain and maintain intellectual property protection and

31、not infringe on the rightsof others;expectations regarding the time during which we will be an emerging growth company as defined in Section 2(a)(19)ofthe Securities Act of 1933,as amended(the“Securities Act”),as modified by the Jumpstart Our Business Startups Act of2012(the“JOBS Act”);our future ca

32、pital requirements and sources and uses of cash;our ability to obtain funding for our operations;our business,expansion plans and opportunities;ii2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/00018291262300

33、2099/airspannetworks_10k.htm4/144 anticipated financial performance,including gross margin,and the expectation that our future results of operations willfluctuate on a quarterly basis for the foreseeable future;expected capital expenditures,cost of revenue and other future expenses,and the sources o

34、f funds to satisfy our liquidityneeds;and the outcome of any known and unknown litigation and regulatory proceedings.These forward-looking statements are based on information available as of the date of this Annual Report and current expectations,forecasts and assumptions,and involve a number of jud

35、gments,risks and uncertainties.Accordingly,forward-looking statementsshould not be relied upon as representing our views as of any subsequent date,and we do not undertake any obligation to updateforward-looking statements to reflect events or circumstances after the date they were made,whether as a

36、result of newinformation,future events or otherwise,except as may be required under applicable securities laws.You should not place undue reliance on these forward-looking statements.As a result of a number of known and unknown risks anduncertainties,our actual results or performance may be material

37、ly different from those expressed or implied by these forward-looking statements.Some factors that could cause actual results to differ include:the ability to maintain the listing of our securities on the NYSE American or any other exchange;the price of our securities may be volatile due to a variet

38、y of factors,including changes in the industries in which weoperate,variations in performance across competitors,changes in laws and regulations affecting our business and changesin our capital structure;the risk of downturns and the possibility of rapid change in the highly competitive industry in

39、which we operate;the risk that we and our current and future collaborators are unable to successfully develop and commercialize ourproducts or services,or experience significant delays in doing so;the risk that we do not achieve or sustain profitability;the risk that we will need to raise additional

40、 capital to execute our business plan,which may not be available onacceptable terms or at all;the risk that we experience difficulties in managing our growth and expanding operations;the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;the ris

41、k of product liability or regulatory lawsuits or proceedings relating to our products and services;the risk that we are unable to secure or protect our intellectual property;and other risks and uncertainties described in this Annual Report,including those under the section entitled“Risk Factors.”iii

42、2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm5/144 RISK FACTOR SUMMARY Our business is subject to numerous material and other risks.These risks are described more

43、fully in the section entitled“RiskFactors.”The occurrence of one or more of the events or circumstances described in the section entitled“Risk Factors,”alone or incombination with other events or circumstances,may have a material adverse effect on our business,reputation,revenue,financialcondition,r

44、esults of operation and future prospects.These risks include,among others:Risks related to our business and industry,including that:We have and may continue to incur substantial losses and may not succeed in achieving profitability.The proposed sale of Mimosa is contingent upon the satisfaction of a

45、 number of conditions,will require significant timeand attention of our management and may have an adverse effect on us if not completed.Any reduction in expenditures by communications service providers could negatively impact on our results.We may fail to predict and respond to emerging technologic

46、al trends and network operators changing needs.Competition from larger,better-capitalized or emerging competitors could negatively impact our results.We currently depend on a few key customers for a substantial percentage of our sales.Our customers execute short-term purchase orders or contracts wit

47、hout significant termination penalties.We are exposed to the credit risk of our channel partners,which could result in material losses.Our sales cycle is typically long,and it is difficult to accurately predict revenues and expenses.We may make errors in our estimates relating to customer demand.Flu

48、ctuations and changes in exchange rates,tax rates and in tax laws may adversely impact our results.We rely on third-party manufacturers,which subjects us to production and logistical risks.Our supply chain may be unable to deliver certain key components.Our new and innovative offerings may take sign

49、ificant efforts and may not ultimately prove successful.Our failure to offer high-quality support and services could have a material adverse effect on our business.We may not detect errors or defects in our solutions until after full deployment,and product liability claims by customerscould result i

50、n substantial costs.Our international sales may be difficult and costly as a result of the political,economic and regulatory risks.Our operations in Israel may be disrupted by political and military tensions in Israel and the Middle East.If we lose any of our executive officers,we may encounter diff

51、iculty replacing their expertise.A material defect in our products could seriously harm our credibility and our business,and we may not have sufficientinsurance to cover any potential liability.The mobile network industry investment levels fluctuate and are affected by many factors.We are subject to

52、 risks associated with ongoing inflation and increasing oil and gas prices.Our business depends on the strength of our brand,and we may fail to maintain and enhance our brand.iv2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/ed

53、gar/data/1823882/000182912623002099/airspannetworks_10k.htm6/144 There is substantial doubt about our ability to continue as a going concern and we need to raise additional funding to meetour obligations.We may not secure funding on a timely basis or on acceptable terms to satisfy our debt covenants

54、 or toattain profitable operations.We have substantial indebtedness and are highly leveraged,which could adversely affect our business.We may need additional capital;our ability to access capital on acceptable terms could decrease significantly.Risks related to our intellectual property,including th

55、at:We may not have adequate protection for our intellectual property.Third parties could assert infringement claims against us or our customers that we are obligated to indemnify.We may be subject to damages resulting from claims relating to misconduct by employees or contractors.We use open source

56、software in our products that may subject our firmware to general release or require us to re-engineerour products and the firmware contained therein.Risks related to laws and regulations,including that:We are subject to risks relating to changes in telecommunications regulation or delays.We are req

57、uired to satisfy data protection,security,privacy and other government-and industry-specific requirements orregulations.Regulations affecting broadband infrastructure could damage demand for our products.We are subject to governmental export and import controls.We are required to comply with the U.S

58、.Foreign Corrupt Practices Act,the U.K.Bribery Act 2010,and similar laws.Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.Risks related to our securities,including that:Not meeting the expectations of investors or securities analysts will affect

59、 the market price of our securities.Issuance of additional shares of Common Stock or convertible securities may dilute your ownership.We cannot assure that we will be able to comply with the continued listing standards of the NYSE American.We qualify as an“emerging growth company”within the meaning

60、of the Securities Act.Certain of our stockholders may exert influence over our Company;their interests may conflict with yours.Our Second Amended and Restated Certificate of Incorporation contains anti-takeover provisions.Our Second Amended and Restated Certificate of Incorporation provides that the

61、 Court of Chancery of the State ofDelaware will be the sole and exclusive forum for certain stockholder litigation matters.We may be subject to securities litigation,which is expensive and could divert management attention.We have no current plans to pay cash dividends on Common Stock for the forese

62、eable future.Our warrants and the conversion feature in our Convertible Debt are accounted for as liabilities.v2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm7/144 G

63、eneral risks,including that:Our business is subject to the risks of earthquakes,fires,floods,military actions and other natural catastrophic events,global pandemics and interruptions by man-made problems,such as terrorism.We are subject to risks of interruption or failure of our information technolo

64、gy and communications systems.We are subject to cybersecurity risks to operational systems,security systems,infrastructure,integrated software in our 4Gand 5G products and customer data processed by us or third-party vendors or suppliers.We identified a material weakness in our internal control over

65、 financial reporting.We may fail to maintain effective internal control over financial reporting.Research and reports or lack thereof,or changes in recommendations,by securities or industry analysts could adverselyimpact the price and trading volume of our securities.vi2025/2/13 00:20sec.gov/Archive

66、s/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm8/144 PART I Item 1.Business Airspan Networks Holdings Inc.(“Airspan”,the“Company”,“we”or“us”)is a designer and producer of wireless networkequipmen

67、t for 4G and 5G networks for both mainstream public telecommunications service providers and private networkimplementations.Overview We are a U.S.headquartered,award-winning technical leader,in the 4G and 5G Radio Access Network(“RAN”)and broadbandaccess solutions market.We offer a broad range of so

68、ftware defined radios,broadband access products and network managementsoftware to enable cost-effective deployment and efficient management of mobile,fixed and hybrid wireless networks.Ourcustomers include leading mobile communications service providers(“CSPs”),large enterprises,military communicati

69、onsintegrators and internet service providers(“ISPs”)working to deliver high-capability broadband access to numerous markets.Ourmission is to disrupt and modernize network total cost of ownership(“TCO”)models.We aim to lower costs for customersthroughout the product lifecycle,from procurement throug

70、h commissioning and ongoing operating costs.We have been pioneeringwireless technology for over 20 years and are distinguished by our deep customer relationships,innovative product designcapabilities and expertise in solving technical challenges at the network edge,where a device or local network in

71、terfaces with theInternet or other networks.In 4G mobile networks,we established ourselves as an expert in network densification by focusing on solving the problemsassociated with physically locating,installing and commissioning networks consisting of hundreds of thousands of small cells as analtern

72、ative and supplement to macro cell-based networks.Software-defined and cost-optimized radio platforms,self-organizing/optimization algorithms and minimum power consumption have been critical to our 4G business and are expected to beeven more critical to the deployment and expansion of new 5G network

73、s.As an early leader in 5G OPEN-RAN standards,we haveworked to unbundle the monolithic network architectures previously dominated by large incumbent suppliers such asTelefonaktiebolaget LM Ericsson(“Ericsson”),Huawei Technologies Co.,Ltd.(“Huawei”),and Nokia Corporation(“Nokia”).As afoundational mem

74、ber of the 5G ecosystem,we work closely with wireless operators,chipset suppliers and infrastructure vendorsaround the world on 5G developments,trials,pilots and initial 5G deployments.We started our business in digital wireless access,primarily voice services,rapidly becoming a leader in high perfo

75、rmance wirelessdata networks.Our acquisition of Mimosa Networks,Inc.(“Mimosa”)in 2018 strengthened our position in the wireless broadbandaccess market.Mimosas capabilities and innovation in wireless broadband point-to-point and point-to-multipoint networksstrengthened our disruptive position in the

76、mobile 4G/5G network densification space and expanded our existing North Americanpresence with an engineering center in Silicon Valley.Mimosas channel-led sales strategy enhances the distribution of our existingproducts for specific vertical markets,such as private 4G and 5G and applications in citi

77、zens broadband radio service(“CBRS”).On March 8,2023,we entered into a Stock Purchase Agreement to sell the Mimosa business to one of Airspans major customerswhile retaining a reseller arrangement to continue to market and sell the Mimosa products.(See Recent Developments).The Wireless Communication

78、s Industry The wireless industry has evolved from Marconis 1897 18-mile communication to a tugboat to high speed mobile broadband.Launched in 2002,3G cellular technology networks provided connectivity to access the World Wide Web from mobile devices andhigh-powered smart phones and apps began to cha

79、nge the way we live.Launched in 2010,higher speed 4G networks introducedthe concept of mobile broadband,connected enterprise applications to cloud computing and began to modernize the way peoplecommunicate,interact and work.Presently,5G networks,with up to 100 times the speed and as little as 10%of

80、the latency(network edge turnaround time)of 4G networks,are expected to be foundational to the development and expansion of autonomousvehicles,telemedicine,live ultra-high definition video streaming,cloud gaming,edge computing and numerous industrialapplications,such as augmented reality and robotic

81、s for smart manufacturing,supply chain automation and military and defenseapplications.12025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm9/144 Over the next ten years,

82、we believe that 5G networks will become increasingly common across much of the globe,an expansionthat will require substantial investment from stakeholders.Operators will need to invest in spectrum rights,network equipment anddeployment well in advance of realization of any increase in revenues from

83、 the new capabilities that 5G networks offer.Airspan isworking with leading global service providers and enterprises in the mobile and fixed wireless access(“FWA”)ecosystems todevelop,commercialize and accelerate the availability of Open Standard 5G solutions that enable cost-efficient initial deplo

84、ymentand then,based on such open standards,allow those networks to efficiently adapt and grow in response to the emergingapplications that are expected to generate increased revenue streams to recoup such network investments.Business Strategy Our mission is to disrupt and modernize network TCO model

85、s,providing innovative solutions that meet specific applicationrequirements at the network edge.In support of this mission,we pursue a strategy focused on customer responsiveness,technologyleadership and excellence in execution.Industry Relationships.We have relationships with some of the worlds mos

86、t innovative Tier-1 CSPs including SoftBank,Reliance Jio and Rakuten.We have helped specialized private network operators like GoGo(in-flight internet)andMcLaren(automotive connectivity)to address the challenges associated with high speed cellular networks.We haveworked closely with leading edge tec

87、hnology companies such as Qualcomm Incorporated and QuantennaCommunications Inc.In partnership with these customers and suppliers,we have helped to address the challenges of nextgeneration RAN deployments at scale,while building a portfolio of solutions to help innovators deploy novel andinnovative

88、networks,augmenting our technology portfolio,creating greater visibility into our end markets and informingour product development road map.Technology Leadership.We have focused on software-defined RAN technology for over 20 years,while developing theskills and discipline needed to respond to near-t

89、erm customer-driven opportunities without deviating from our long-termproduct roadmaps.We have learned how to rapidly incorporate the experiential learning represented by over one milliondeployed cells.That has resulted in a unified software code base and a finely tuned library of low cost and high-

90、performance radio frequency(“RF”)subsystems across our company.Today,we employ over 400 engineers with deepexpertise in 5G New Radio(“NR”),long-term evolution(“LTE”),LTE-Advanced,orthogonal frequency division multipleaccess(“OFDMA”),Wi-Fi and VoIP,and are a leader in OPEN-RAN software with a track r

91、ecord of continuousinnovation at the network edge.We hold 229 issued and 68 pending patents,including US patents and various foreigncounterparts.Excellence in Execution.Speed-We develop innovative RAN solutions that address our customers specific deployment challenges at the networkedge,by anticipat

92、ing the challenge in our roadmap,rapid prioritization,unified software and hardware project teams andthen by accessing a single code base and a proven library of RF subsystems.Efficiency-Hardware production is 100%outsourced to world class manufacturing partners such as Foxconn in Vietnamand Cape in

93、 Malaysia and delivered by a third-party logistics network with worldwide reach.Experience-Our management and engineering teams have worked together for over 20 years in a challenginginternational market on the kinds of opportunities and challenges our 5G customers are facing.Products We offer a com

94、plete range of 4G and 5G network build and network densification products with an expansive portfolio of softwareand hardware tools for indoor and outdoor,compact femto,pico,micro and macro base stations,as well as an industry leading802.11ac and 802.11ax fixed wireless access and backhaul solution

95、portfolio for point-to-point and point-to-multipointapplications.Our solutions help network operators monetize the potential of 4G and 5G technologies and use cases and,inaddition,allow enterprises to establish their own private networks especially in 5G,where dedicated spectrum has been allocated.T

96、he table below summarizes our product categories:22025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm10/144 5G Product Family DescriptionAir5G 4700 Outdoor Sub-6GHz Radi

97、o Unit(RU)supporting 16x16 massive MIMO array,Split 7.2xAir5G 7200 Outdoor mmWave Macro RDU(Radio Unit(RU)and Distributed Unit(DU)with anintegrated 128x128 antenna array,Split 2AirStrand2200 Outdoor Sub-6GHz dual sector strand-mounted full gNB with DOCSIS backhaulAirSpeed2900 Outdoor Pico cell Sub-6

98、GHz dual sector full gNBAirSpeed2700 Outdoor Pico cell Sub-6GHz single sector,Split 7.2AirSpeed1900 Outdoor Pico cell Sub-6GHz single sector full gNBAirVelocity 2700 Indoor Sub-6GHz Radio Unit(RU),with integrated or external antenna,Split 7.2xAirVelocity 6200 Indoor mmWave RDU(Radio Unit(RU)and Dist

99、ributed Unit(DU)with an integrated64x64 antenna array,Split 2 SW Product Family Description4G eNb SW Full SW package including L1,L2,L3 and management and control needed to operatethe eNb5G RU SW SW to operate the RU.In Split 7.2x consist of the L-PHY5G DU SW Includes the H-PHY and L2,running in the

100、 gNb or on a server5G CU SW Includes the L3,running in the gNb or on a server5G ACP SW The management SW controlling the system components(HW and SW)for 5G and 4G 4G Product Family DescriptionAirHarmony Outdoor Mini-Macro,2x 20W Tx powerAirSpeed Outdoor dual sector/carrier Pico cell up to 10W Tx pow

101、erAirStrand Outdoor strand-mounted,with DOCSIS backhaul,Pico CellAirVelocity Enterprise/Residential indoor Small CellAirUnity Indoor small cell(dual sector)with integrated LTE relay backhaulAirDensity Indoor small cell(single sector)with integrated LTE relay backhaul Point To Point(“PTP”)ProductFami

102、ly DescriptionB series High reliability PTP link supporting various bands and with various antenna options.C series Affordable integrated PTP and PTMP CPE device with flexible antenna connectivity forunlicensed frequency support.Point to Multi Point(“PTMP”)Product Family DescriptionA series Access P

103、oint for urban/suburban MicroPoP PTMP and broadband deployments withflexible antenna connectivity for unlicensed frequency support.Supports C5x,C5c andC6 CPEs.PTP/PTMP SW Product Family DescriptionMMP Full element management and monitoring software for PTP&PTMP devices,for on-premises hosting,privat

104、e clouds and virtualization.Mimosa Cloud Cloud device monitoring software service for PTP&PTMP devices.Install App Android App software to assist with subscriber device and service installation andactivation.32025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.h

105、tmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm11/144 Seasonality We generally have lower sales in the first quarter of the calendar year than the final quarter of the preceding year.Regulation In addition to regulations of general application to global bu

106、siness,we are subject to a number of regulatory requirements specificto the wireless communications industry.Our products are subject to rules relating to radio frequency spectrum allocation andauthorization of certain radio equipment promulgated by the Federal Communications Commission or the Natio

107、nalTelecommunications and Information Administration.The applicable regulatory agency in each jurisdiction adopts regulations to manage spectrum use,establishes and enforces prioritiesamong competing uses,limits harmful radio frequency interference and promotes policy goals such as broadband deploym

108、ent.These spectrum regulations regulate allocation,licensing and equipment authorizations.Since our customers purchase devices tooperate in specific spectrum bands allocated by the regulatory authorities,our products must meet the technical requirements setforth for such spectrum allocation(s).In so

109、me bands,the operator must seek prior regulatory authority to operate using specified frequencies,and the resulting spectrumlicense authorizes the licensee,for a limited term,to operate in a spectrum consistent with licensed technical parameters within aspecified geographic area.We design and manufa

110、cture our products to comply with these technical parameters.Our products generally are subject to compliance testing prior to approval,and,as a condition of authority in each jurisdiction,wemust ensure that our products have the proper labels and documentation specifying such authority.We generally

111、 usetelecommunications certification bodies to obtain certification for our devices in each jurisdiction in which we intend to market andsell our products.Competition We compete in two broad markets:mobile RAN equipment and services and wireless broadband access.We compete with largedirect competito

112、rs in the RAN market such as Ericsson,Huawei,Nokia,Samsung Group and ZTE Corporation as well as smallerplayers such as Casa Systems,Inc.,Inseego Corp,JMA Wireless,KMW Co Ltd,and Mavenir.In the broadband market,we havedirect competitors as well as competing access technologies.The competing technolog

113、ies include wireline Digital Subscriber Line(“DSL”),fiber,cable and satellite.Direct wireless broadband competition includes Cambium Networks,Proxim WirelessCorporation,Ruckus Networks,a division of CommScope Inc.and Ubiquiti Inc.,and many other smaller companies.In addition,some of the entities to

114、which we currently sell our products may develop the capacity to manufacture their own products.When competing with the large incumbents for business in 4G networks,we rely on software centric small cell experience toprovide densification solutions that fit under our larger end-to-end competitors ma

115、cro cell architectures.Our 4G market has beenlimited to customers with severe capacity restrictions such as Sprint and Reliance that are difficult to address without massivedensification.As 5G technology becomes more prevalent across the markets in which we operate,software and small cell-centricdis

116、aggregation of networks via O-RAN standards,instead of large macro-centric networks,allows us to take advantage of ourcompetitive strengths,with increased access to CSPs utilizing 5G disaggregation to drive network buildout and to lower theiroverall operating costs.While we have an advantage within

117、the O-RAN disaggregation market with both software modules andradio equipment based on our years of end-to-end RAN experience,we will have to continue innovation in access edge solutions,as software-only competitors such as Mavenir begin integration with commercial off-the-shelf radios and the large

118、r incumbentssuch as Ericsson and Nokia invest time and resources into network disaggregation solutions.42025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm12/144 Competi

119、ng Technologies Today,broadband connections can be provided with or without voice services by a number of competing access technologies.While the communications transport network and Internet backbone are capable of transporting data at extremely high speeds,datacan only be delivered from those part

120、s of the network through the access portion to the end-user as fast as the end-usersconnection to the network will permit.Many traditional access connections that use copper wires are inadequate to address therapidly expanding bandwidth requirements.To address these requirements,a number of alternat

121、ive solutions have emerged.Belowwe have identified those solutions that we believe,for a variety of technological and economic reasons,compete most directly withthe broadband wireless solutions we offer.Rural areas generally have fewer copper and wired infrastructures in existence.For thisreason,we

122、believe we have a particular competitive edge in rural and developing markets.The performance and coverage area of our wireless systems are dependent on some factors that are outside our control,includingfeatures of the environment such as the amount of clutter(natural terrain features and man-made

123、obstructions)and the availableradio frequencies.Any inability to overcome these obstacles may make our technology less competitive in comparison with othertechnologies and make other technologies less expensive or more suitable.Our business may also compete in the future withproducts and services ba

124、sed on other wireless technologies and other technologies that have yet to be developed.Wired Digital Subscriber Lines.Broadband access is provided today by wired technologies using both copper and fiber.Copper isused most often in residential broadband access systems.DSL technology improves the dat

125、a transmission rate of existing copper networks.DSL transmission rates and service availability,however,are limited in all networks by both the quality of the available copper,which for many providers is a large percentage oftheir copper network,and by the maximum transmission distance(approximately

126、 five kilometers from the subscriber to the serviceproviders switching equipment in many instances)of wired DSL technology.In many instances,a substantial portion of anoperators copper network is unsuitable for DSL transmission.Fiber technology allows an operator to deliver video,voice and data capa

127、bilities over an optical fiber medium that can deliver veryhigh capacity to end-users.Because of the high costs associated with its deployment,fiber is used primarily for broadband accessfor businesses.It is most economically deployed in urban and suburban environments where business and residents c

128、reate veryhigh demand for services over broadband,and end-users can afford the relatively high tariffs charged by operators to provide fiber-based connectivity.Cable Networks.Two-way cable modems using coaxial cable enable data services to be delivered over a network originallydesigned to provide te

129、levision service to residential subscribers.Coaxial cable has greater transmission capacity than copper wires,but is often costly to upgrade for two-way data services.The data rate available to each subscriber on a cable link decreases as thenumber of subscribers using the link increases.Cable cover

130、age,which is not available in many countries,may limit the growth ofthis segment as a broadband access medium.Satellite Networks.For a variety of technological and economic reasons,satellite technologies have not presented the most directcompetitive challenge to the fixed wireless access systems we

131、offer.We believe that newer Low Earth Orbit(“LEO”)systems willeventually find a role in remote access but will be vulnerable to the spread of terrestrial broadband facilities driven in part by theneed for very low latency,high speed backhaul for ubiquitous 5G networks.Customers Our customers are pri

132、ncipally network operators,who provide their customers with fixed,nomadic and portable broadbandsolutions,as well as backhaul and bridging solutions and mobile access solutions.Our customers today can generally be describedas follows:52025/2/13 00:20sec.gov/Archives/edgar/data/1823882/00018291262300

133、2099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm13/144 Fixed and mobile carriers looking to provide high speed triple-play broadband services to a wide customer base;Energy,utility and enterprise and data centric carriers where hig

134、h speed connectivity is required between locations with avariety of private networking capabilities;Military,defense,air to ground and public safety network operators providing wireless connectivity across a broad rangeof applications;and Wireless ISPs that operate in areas where other carriers choo

135、se not to offer broadband access services.We began shipping our products in 1996.Our contracts with our customers typically provide for delivery of products and services,including training,radio planning andmaintenance we provide.Our contracts sometimes include installation and commissioning,which a

136、re generally provided bysubcontractors.In addition,we generally also agree to provide warranty for the equipment and software for a limited period oftime.Our contracts are generally non-exclusive and may contain provisions allowing our customers to terminate the agreement withoutsignificant penaltie

137、s.Our contracts also may specify the achievement of shipment,delivery and service commitments.We aregenerally able to meet these commitments or negotiate extensions with our customers.Our three largest customers have accounted for a substantial majority of our sales in the two years ended December 3

138、1,2022 and2021.Our top three customers accounted for 61%and 63%of revenue in 2022 and 2021,respectively.See Note 2 of the notes tothe audited financial statements included in this Annual Report.Sales and Marketing We sell our systems and solutions through our direct sales force and through independe

139、nt agents,resellers and original equipmentmanufacturer(“OEM”)partners.Our direct sales force targets network operators,ISPs and enterprises in both developed anddeveloping markets.In certain markets,including those in which our Mimosa business operates,we also sell through independentagents,reseller

140、s,distributors and system integrators who target network operators and other customers.We also sell our products toOEMs who may sell our products under their names.Our marketing efforts are focused on network operators and ISPs that provide voice and data or data-only communications servicesto their

141、 customers.Through our marketing activities,we provide technical and strategic sales support including in-depth productpresentations,network design and analysis,bid preparation,contract negotiation and support,technical manuals,sales tools,pricing,marketing communications,marketing research,trademar

142、k administration and other support functions.A high level of ongoing service and support is critical to our objective of developing long-term customer relationships.To facilitatethe deployment of our systems,we offer our customers a wide range of implementation and support services,including spectru

143、mplanning and optimization,post-sales support,training,a helpline and a variety of other support services.Our subcontractors,who have the expertise and ability to professionally install our products,perform most major installations andcommissioning.This enables us to efficiently manage fluctuations

144、in the volume of installation work.As of December 31,2022,we had 226 full-time employees and contractors worldwide dedicated to sales,marketing and customerservice.62025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/182

145、3882/000182912623002099/airspannetworks_10k.htm14/144 Intellectual Property We rely on a combination of patent,trademark,copyright and trade secret law and confidentiality or license agreements to protectour proprietary rights in products,services,know-how and information.Intellectual property laws

146、afford limited protection.Certainrights held by us and our subsidiaries may provide us with competitive advantages,even though not all of these rights are protectedunder intellectual property laws.It may be possible for a third party to copy our products and services or otherwise obtain and useour p

147、roprietary information without our permission.Through the development of our products,we have generated a significant patent portfolio.As of December 31,2022,ourdevelopment efforts have resulted in 229 separate patents granted(includes U.S.patents and various foreign counterparts),with afurther 68 c

148、urrently pending(includes U.S.patents and foreign counterparts)applications.To improve system performance andreduce costs,we have developed custom integrated circuits that incorporate much of our intellectual property as well as a largelibrary of AI base software modules which are key elements of ou

149、r wireless solutions.United States patents are currently granted for a term of 20 years from the date a patent application is filed.Our U.S.patents havein the past given us competitive advantages in the marketplace,including a number of patents for wireless transmission techniquesand antenna technol

150、ogies with a particular emphasis on high speed mobility and power efficiency.United States trademark registrations are for a term of ten years and are renewable every ten years as long as the trademarks areused in the regular course of trade.We register our trademarks in a number of other countries

151、where we do business.Manufacturing We subcontract all of our manufacturing to third party subcontract manufacturing service providers.These providers offer fullservice manufacturing solutions,including assembly,integration,test,prototyping and new product introduction.The following isan overview of

152、where our products are manufactured.Most of our 4G and 5G product families are all currently produced with Foxconn in their Vietnam facilities and some inMalaysia with Cape Manufacturing(M)Sdn.Bhd.of the Cape Group of Companies.Our Mimosa product range is currently produced in Malaysia with Cape Man

153、ufacturing(M)Sdn.Bhd.of the Cape Groupof Companies.We also contract with smaller contract manufacturers for early life prototyping and engineering samples.Our agreements with our manufacturing subcontractors are non-exclusive and may be terminated by either party generally on sixmonths notice withou

154、t significant penalty.Other than component purchase liability as a consequence of authorized forecasts weprovide,we do not have any agreements with our manufacturing subcontractors to purchase any minimum volumes.Ourmanufacturing support activities consist primarily of prototype development,new prod

155、uct introduction,materials planning andprocurement,functional test support and quality control.All products are routed to customers via one of our third-party logisticspartners.Some of the key components of our products are purchased from single vendors for which alternative sources are generally no

156、treadily available in the short to medium term.If these vendors fail to supply us with components because they do not have them instock when we need them,if they reduce or eliminate their manufacturing capacity for these components or if they enter intoexclusive relationships with other parties whic

157、h prevents them from selling to us,we could experience and have experiencedsignificant delays in shipping our products while we seek other sources.The COVID-19 pandemic had a significant impact on oursupply chains,adversely affecting product supply and delivery to our customers.Future pandemic induc

158、ed lockdowns continue tobe a risk to the supply chain.As a further consequence of the COVID-19 pandemic,component lead times are extending as demandexceeds supply on certain components,including semiconductors,and have caused the costs of components to increase.This hascaused us to extend our foreca

159、st horizon with our contract manufacturing partners and has increased the risk of supplier delays.Wecannot at this time accurately predict what effects,or the extent,the COVID-19 pandemic will have on our 2023 operating results,due to uncertainties relating to the ultimate geographic spread of the v

160、irus,the severity of the disease,the duration of the outbreak,component shortages and increased component costs,the length of voluntary business closures,and governmental actions taken inresponse to the outbreak.More generally,the widespread health crisis has and may continue to adversely affect the

161、 globaleconomy,resulting in an economic downturn that could affect demand for our products and therefore impact our results ofoperations and financial condition.72025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/182388

162、2/000182912623002099/airspannetworks_10k.htm15/144 Human Capital Resources Employee Overview Our employees are instrumental in helping inspire us to achieve our goals.They bring a wide range of talents,experience andperspectives to drive our business.We are an equal opportunity employer,and it is ou

163、r policy to make employment decisions andopportunities based on merit,qualifications,potential and competency.As of December 31,2022,we had 669 full-time equivalent employees based primarily in the United Kingdom,India,Israel and theUnited States.We also engage numerous consultants and contractors t

164、o supplement our permanent workforce.We believe that wegenerally have good relationships with our employees.None of our employees are subject to a collective bargaining agreement orrepresented by a labor union,nor have we experienced any work stoppages.Talent and Human Capital Management We believe

165、that human capital management is an important component to our continued growth and success,and is critical to ourability to attract,retain and develop talented and skilled employees.Our human capital is governed by employment regulations in each country in which we operate.We monitor key employment

166、activities,such as hiring,termination and pay practices to ensure compliance with established regulations across the world.Attracting,developing and retaining the best people globally is critical to our long-term success.Diversity and Inclusion We believe in attracting,developing and retaining diver

167、se teams.We embrace diversity and inclusion and strive to provide anenvironment rich with diverse skills,backgrounds and perspectives.Incentive Plans The principal purpose of our incentive plans is to increase stockholder value by attracting,retaining and motivating high valuepersonnel through the g

168、ranting of equity and non-equity-based compensation awards.The incentive plans are designed to motivateindividuals to perform to the best of their abilities to achieve our short and long term objectives.Corporate Information We were incorporated under the laws of the State of Delaware on August 20,2

169、020 under the name New Beginnings AcquisitionCorp.On August 13,2021,we changed our name to Airspan Networks Holdings Inc.Our principal executive offices are located at777 Yamato Road,Suite 310,Boca Raton,Florida 33431 and our telephone number is(561)893-8670.Our main operations andproduct developmen

170、t centers are located in Santa Clara,California,Slough,United Kingdom,Airport City,Israel,Mumbai andBangalore,India and Tokyo,Japan.Our website address is .We make available,free of charge,our annual reportson Form 10-K,quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to

171、 those reports filed or furnishedpursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended(the“Exchange Act”),as well as proxystatements,on our website as soon as reasonably practicable after we electronically file such material with,or furnish it to,theSecurities and Exchan

172、ge Commission(“SEC”).The information contained in,or that can be accessed through,our website is notpart of,and is not incorporated into this document.82025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/00018291

173、2623002099/airspannetworks_10k.htm16/144 Item 1A.Risk Factors Our business is subject to numerous risks and uncertainties.The occurrence of one or more of the events or circumstancesdescribed in this section“Risk Factors,”alone or in combination with other events or circumstances,may materially adve

174、rselyaffect our business,financial condition and operating results.In that event,the trading price of our securities could decline,andyou could lose all or part of your investment in our securities.Such risks include,but are not limited to:Risks Related to Our Business and Industry We have incurred

175、losses and may continue to incur substantial losses and negative operating cash flows and may not succeed inachieving or maintaining profitability in the future.We have incurred net losses and negative cash flows since incorporation,and as of December 31,2022,we had an accumulateddeficit of$851.2 mi

176、llion.We anticipate that we will continue to experience negative cash flows and net losses at least through2023.Our operating losses have been due in part to the commitment of significant resources to our research and development andsales and marketing departments as well as competitive pressures.We

177、 expect to continue to devote resources to these areas and,asa result,we will need to increase our quarterly revenues or further decrease our operating expenses to achieve and maintainprofitability.We cannot be certain that we will achieve profitability.If we do achieve profitability,we cannot be ce

178、rtain that we cansustain or increase profitability on a quarterly or annual basis in the future.Continuous cash outflows can lead to the need for newfinancing,which may not be available on favorable terms,or at all.The proposed sale of Mimosa is contingent upon the satisfaction of a number of condit

179、ions,will require significant time andattention of our management and may have an adverse effect on us if not completed.On March 8,2023,we entered into a definitive agreement to sell all of the issued and outstanding shares of common stock ofMimosa to Radisys for a total purchase price of approximat

180、ely$60 million.Completion of the proposed sale is subject to thesatisfaction of various closing conditions,including but not limited to regulatory approvals and the consent of our senior lender.There can be no assurance that any of such conditions will be satisfied and that the proposed sale will be

181、 successfully completed.These or other unanticipated developments could delay or prevent the transaction from closing or cause it to occur on terms orconditions that are less favorable than anticipated,which could cause our common stock to experience negative reactions from thefinancial markets.In p

182、ursuing the proposed sale,our ongoing businesses may be adversely affected,and we may be subject to certain risks andconsequences,including,but not limited to,the following:execution of the proposed sale has required,and will continue to require,significant time and attention from management,which m

183、ay postpone the execution of other initiatives that may have been beneficial to us;completion of the proposed sale will require strategic,structural and process realignment and restructuring actions withinour operations,which could lead to a disruption of our operations,as well as the loss of,or ina

184、bility to recruit,keypersonnel needed to operate and grow our businesses;completion of the proposed sale may require certain management and procedural redundancies as we prepare for closing,which may result in operating inefficiencies;and whether or not the proposed sale is completed,we may be respo

185、nsible for certain costs and expenses,such as legal,accounting and other professional fees,which may be significant.Any of these factors could have a material adverse effect on our financial condition,results of operations,cash flows and the priceof our common stock.Any reduction in expenditures by

186、communications service providers could have a negative impact on our results of operations.Our products are sold to telecommunications carriers,service providers and telecommunications network operators.A decline inour customers capital spending may reduce our sales,increase the need for inventory w

187、rite-offs and increase our losses and ourrequirements for additional working capital,which may not be readily available to us.This could result in downward pressure onthe price of our products,all of which would have a material adverse effect on our results of operations and stock price.Further,then

188、umber of carriers and service providers that are our potential customers may not grow or may decline as a result of,among otherthings,the substantial capital requirements needed to establish networks and the limited number of licenses granted in eachcountry.2025/2/13 00:20sec.gov/Archives/edgar/data

189、/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm17/14492025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/0001829126230

190、02099/airspannetworks_10k.htm18/144 The introduction of new products and technology,and in particular 5G products,and managing the transition from legacyproducts,is key to our success,and if we fail to predict and respond to emerging technological trends and network operatorschanging needs,we may be

191、 unable to remain competitive.The wireless broadband market is generally characterized by rapidly changing technology,changing needs of network operators,evolving regulations and industry standards and frequent introductions of new products and services.Currently,the race tointroduce 5G products and

192、 technology is driving rapid changes in our industry.Historically,new product introductions have been akey driver of our revenue growth.To succeed,we must effectively anticipate and adapt in a timely manner to network operatorrequirements and continue to develop or acquire new products and features

193、that meet market demands,technology trends andevolving regulatory requirements and industry standards.Our ability to keep pace with technological developments,such as 5G andLTE,satisfy increasing network operator requirements,and achieve product acceptance depends upon our ability to enhance ourcurr

194、ent products and develop and introduce or otherwise acquire the rights to new products on a timely basis and at competitiveprices.The process of developing new technology is complex and uncertain,and the development of new products andenhancements typically requires significant upfront investment an

195、d commitment of resources,which may not result in materialimprovements to existing products or result in marketable new products or cost savings or revenues for an extended period of time,if at all.We are currently investing in the development of products and technology for the 5G standard once it i

196、s generally adoptedin our target markets.There can be no assurance we will successfully address the new 5G standard in a timely manner or that ourproducts will achieve market acceptance.Network operators have delayed,and may in the future delay,purchases of our productswhile awaiting release of new

197、products or product enhancements.In addition,the introduction of new or enhanced productsrequires that we carefully manage the transition from older products to minimize disruption in customer ordering practices.If wefail to anticipate industry trends and evolving regulations by developing or acquir

198、ing rights to new products or productenhancements and timely and effectively introducing such new products and enhancements,or network operators do not perceiveour products to have compelling technological advantages,our business would be materially adversely affected.Competition from larger,better-

199、capitalized or emerging competitors could result in price reductions,reduced gross margins andloss of or diminished growth of market share.We compete in a rapidly evolving,highly competitive and fragmented market.We now compete with companies that are producingboth mobile and fixed wireless communic

200、ations systems,wired DSL,cable networks,fiber optic cable,certain satellitetechnologies and other new entrants to this industry,as well as traditional communications companies.General anticipatedincreases in capital spending on 5G applications may result in new competitors entering the markets in wh

201、ich we sell our products.Competitors vary in size and resources and in products and services offered.With respect to the wireless solutions for 4G and 5Gnetworks we offer today,we believe we compete directly with Altiostar,Cambium,Casa,Ciena,Ericsson,Huawei,KMW,Mavenir,Nokia,Samsung,Sercom and ZTE C

202、orporation,and with a number of smaller privately-held companies.In addition,some of the entities to which we currently sell our products may develop the capacity to manufacture their own products.Many of our competitors are substantially larger than us and have significantly greater financial,sales

203、 and marketing,technical,manufacturing and other resources as well as more established distribution channels and greater name recognition.Thesecompetitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements than wecan and can devote greater resour

204、ces to attempting to influence the composition of future technological standards.They may alsobe able to devote greater resources to the development,promotion,sale and financing of their products than we can.Furthermore,some of our competitors have made or may make strategic acquisitions or establis

205、h cooperative relationships among themselves orwith third parties to increase their ability to gain customer market share rapidly.These competitors may enter our existing or futuremarkets with systems that may be less expensive,provide higher performance or contain additional features.In addition,la

206、rgecustomers are sometimes reluctant to base an important line of business on equipment purchased from a smaller vendor such as us.In addition,both larger and smaller communications service providers may also decide to wait to see how a new technologydevelops before committing any significant resour

207、ces to deploying equipment from a particular supplier.We believe this tendencyto“wait and see”with respect to new technology affects the consumer market,resulting in increased customer caution onpurchases of new technology.We expect our competitors to continue to improve the performance of their cur

208、rent products and to introduce new products or newtechnologies that may supplant or provide lower-cost alternatives to our systems.This and other factors could result in lowerrevenues or a loss of market share,which could cause our stock price to fall.102025/2/13 00:20sec.gov/Archives/edgar/data/182

209、3882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm19/144 We currently depend on a few key customers for a substantial percentage of our sales.A loss of one or more of those customerscould cause a significant decrea

210、se in our net revenue.We currently derive,and expect to continue to derive,a majority of our revenues from fewer than five customers.In 2022 and 2021,approximately 61%and 63%,respectively,of our revenues were derived from our top three customers byrevenue.We believe that there are certain economies

211、of scale inherent in our business.Accordingly,if we lose one or moresignificant customers and are unable to replace the revenue previously generated by those customers,our gross profit margins,profitability and efforts to preserve cash resources could be materially negatively affected.The amount of

212、revenue we derive from a specific customer is likely to vary from period to period,and a major customer in oneperiod may not produce significant additional revenue in a subsequent period.We anticipate that our operating results will continueto depend on sales to a relatively small number of key cust

213、omers in the foreseeable future.In general,our contracts with our largercustomers often involve major deployments that require several months to fulfill,so our results may depend on the same majorcustomers for consecutive quarters.We cannot assure you that,once a contract is fulfilled,the customer w

214、ill purchase new productsor services from us.We must,therefore,continually seek new customers in order to increase our revenue,and there can be noassurance that we will be successful in doing so.Many of our customers execute short-term purchase orders or contracts that allow our customers to termina

215、te the agreementwithout significant penalties.Our contracts and purchase orders are separately negotiated with each of our customers and the terms vary widely.A majority ofour customers execute only short-term purchase orders for a single system or a small number of systems at one time instead oflon

216、g-term contracts for large-scale deployment of our systems.These contracts and purchase orders do not ensure that ourcustomers will purchase any additional products beyond those specifically listed in the order.Moreover,since we often believe that these purchase orders may represent the early portio

217、n of longer-term customer programs,weoften expend significant financial,personnel and operational resources to fulfill these orders.If our customers fail to purchaseadditional products to fulfill their programs,we may be unable to recover the costs we incur and our margins could suffer.In addition,o

218、ur typical contracts are generally non-exclusive and contain provisions allowing our customers to terminate theagreement without significant penalties.Our contracts also may require certain shipment,delivery and installation commitments onour part.If we fail to meet these commitments,our customer co

219、ntracts typically permit the customer to terminate the contract orimpose monetary penalties on us.We are exposed to the credit risk of our channel partners,which could result in material losses.Our Mimosa products generate revenues through sales to our distributors.Distributors may not have the reso

220、urces required to meetpayment obligations,or may delay payments if their end customers are late making payments.Mimosas exposure to credit risks ofits channel partners and their end customers may increase if such entities are adversely affected by global or regional economicconditions.Given the broa

221、d geographic coverage of Mimosas distributor relationships,Mimosa has in the past and may in thefuture experience difficulties surrounding the collection of payments.Any significant delay or default in the collection of Mimosasaccounts receivable could result in the need for us to obtain working cap

222、ital from other sources.Our sales cycle is typically long and unpredictable,making it difficult to accurately predict inventory requirements,forecastrevenues and control expenses.Our sales cycle can range from three to 18 months and varies by customer.The length of the sales cycle with a particular

223、customermay be influenced by a number of factors,including the commitment of significant cash and other resources associated with thepurchase,lengthy testing and evaluations,and regulatory and licensing requirements on the part of the customer.In addition,theemerging and evolving nature of the commu

224、nication access market may cause prospective customers to delay their purchasedecisions as they evaluate new and/or competing technologies,or wait for new products or technologies to come to market.Weexpect that our sales cycles will continue to be long and unpredictable,and,as the average order siz

225、e for our products increases,ourcustomers processes for approving purchases may become more complex and lead to an even longer sales cycle.Accordingly,it isdifficult for us to anticipate the quarter in which particular sales may occur,to determine product shipment schedules and toprovide our manufac

226、turers and suppliers with accurate lead-time to ensure that they have sufficient inventory on hand to meet ourorders.Therefore,our sales cycle impairs our ability to recognize and forecast revenues and control expenses.112025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspanne

227、tworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm20/144 We make estimates relating to customer demand and errors in our estimates may have negative effects on our inventory levels,revenues and results of operations.We have historically been requi

228、red to place firm orders or binding forecasts for products and components with our suppliers toensure that we are able to meet our customers demands.These commitments to our suppliers may be placed up to six months priorto the anticipated delivery date based on our existing customer purchase commitm

229、ents and our forecasts of future customerdemand.Our sales process requires us to make multiple forecast assumptions relating to expected customer demand,each of whichmay introduce error into our estimates,causing excess inventory to accumulate or a lack of product supply when needed.If weoverestimat

230、e customer demand,we may allocate resources to manufacturing products that we may not be able to sell when weexpect or at all.As a result,we have sometimes had excess inventory,which has increased our net losses.Conversely,if weunderestimate customer demand or if insufficient manufacturing capacity

231、were available,we may lose revenue opportunities andmarket share and may damage our customer relationships.Our results of operations may be adversely affected by fluctuations in currency exchange rates and tax rates and changes in taxlaws in the jurisdictions in which we operate.We conduct a majorit

232、y of our business operations outside the United States.In 2022 and 2021,our international sales(sales tocustomers located outside the United States which includes a small percentage of United States customers where the finaldestination of the equipment is outside of the United States)accounted for a

233、pproximately 61%and 72%,respectively,of our totalrevenue.Our operations are subject to international business risks,including the need to convert currencies received for ourproducts into currencies in which we purchase raw materials or pay for services,which could result in a gain or loss depending

234、onfluctuations in exchange rates.We transact business in many foreign currencies,including New Israeli Shekels,British pounds andJapanese yen.We translate our local currency financial results into U.S.dollars based on average exchange rates prevailing duringthe reporting period or the exchange rate

235、at the end of that period.During times of a strengthening U.S.dollar,our reportedinternational sales and earnings may be reduced because the local currency may translate into fewer U.S.dollars.Because of ourglobal operations,we are exposed to fluctuations in global currency rates which may result in

236、 gains or losses on our financialstatements.We are subject to income taxation in the U.S.(federal and state)and numerous international jurisdictions.Tax laws,regulations,and administrative practices in various jurisdictions may be subject to significant change,with or without notice,due to economic,

237、political,and other conditions,and significant judgment is required in evaluating and estimating our provision and accruals forthese taxes.In particular,governmental agencies in domestic and international jurisdictions in which we and our affiliates dobusiness,as well as the Organization for Economi

238、c Cooperation and Development,have recently focused on issues related to thetaxation of multinational corporations.One example is in the area of“base erosion and profit shifting”,where profits are claimed tobe earned for tax purposes in low-tax jurisdictions,or payments are made between affiliates f

239、rom a jurisdiction with high tax ratesto a jurisdiction with lower tax rates.There are many transactions that occur during the ordinary course of business for which theultimate tax determination is uncertain.In addition,our effective tax rates could be affected by numerous factors,such asintercompan

240、y transactions,the relative amount of our foreign earnings,including earnings being lower than anticipated injurisdictions where we are subject to lower statutory rates and higher than anticipated in jurisdictions where we are subject tohigher statutory rates,the applicability of special tax regimes

241、,losses incurred in jurisdictions in which we are not able to realize therelated tax benefit,changes in foreign currency exchange rates,entry into new businesses and geographies,changes to our existingbusinesses and operations,acquisitions(including integrations)and investments and how they are fina

242、nced,changes in our stockprice,changes in our deferred tax assets and liabilities and their valuation,and changes in the relevant tax,accounting,and otherlaws,regulations,administrative practices,principles,and interpretations.We are also currently subject to audit in various jurisdictions,and these

243、 jurisdictions may assess additional income tax liabilitiesagainst us.Developments in an audit,litigation,or the relevant laws,regulations,administrative practices,principles,andinterpretations could have a material effect on our operating results or cash flows in the period or periods for which tha

244、tdevelopment occurs,as well as for prior and subsequent periods.In addition,we have recorded valuation allowances which result from our analysis of positive and negative evidence supporting therealization of tax benefits.Negative evidence includes a cumulative history of pre-tax operating losses in

245、specific tax jurisdictions.Changes in valuation allowances have resulted in material fluctuations in our effective tax rate.Economic conditions may dictatethe continued imposition of current valuation allowances and,potentially,the establishment of new valuation allowances andreleases of existing va

246、luation allowances.While significant valuation allowances remain,our effective tax rate will likely continueto experience significant fluctuations.122025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/00018291262

247、3002099/airspannetworks_10k.htm21/144 We rely on third-party manufacturers,which subjects us to risk of product delivery delays and reduced control over productcosts and quality.We outsource the manufacturing of our products to third-party manufacturers.Purchases from these third-party manufacturers

248、account for the most significant portion of our cost of revenues.Our reliance on third-party manufacturers reduces our control overthe manufacturing process,including reduced control over quality,product costs and product supply and timing.From time to time,we have experienced and may in the future

249、experience delays in shipments or issues concerning product quality from our third-party manufacturers.If any of our third-party manufacturers suffer interruptions,delays or disruptions in supplying our products,including by reason of the ongoing COVID-19 pandemic,natural disasters,work stoppages or

250、 capacity constraints,our ability toship products to distributors and network operators would be delayed.Additionally,if any of our third-party manufacturersexperience quality control problems in their manufacturing operations and our products do not meet network operatorsrequirements,we could be re

251、quired to cover the repair or replacement of any defective products.These delays or product qualityissues could have an immediate and material adverse effect on our ability to fulfill orders and could have a negative impact on ouroperating results.In addition,such delays or issues with product quali

252、ty could harm our reputation and our relationship with ourchannel partners.Our agreements do not typically obligate our third-party manufacturers to supply products to us in specific quantities or for anextended term,which could result in short notice to us of supply shortages and increases in the p

253、rices we are charged formanufacturing services.We believe that our orders may not represent a material portion of the total orders of our primary third-party manufacturers,and,as a result,fulfilling our orders may not be prioritized in the event they are constrained in their abilitiesor resources to

254、 fulfill all of their customer obligations in a timely manner.Although we provide demand forecasts to some of ourthird-party manufacturers,such forecasts are not generally binding and if we overestimate our requirements,some of our third-party manufacturers may assess charges,or we may have liabilit

255、ies for excess inventory,each of which could negatively affect ourgross margins.Conversely,because lead times for required materials and components vary significantly and depend on factors suchas the specific supplier,contract terms and the demand for each component at a given time,if we underestima

256、te our requirements,our third-party manufacturer may have inadequate materials and components required to produce our products.This could result inan interruption of the manufacturing of our products,delays in shipments and deferral or loss of revenues.For example,as a resultof increased global dema

257、nd for some components used in our products,particularly chipsets,some of our third-party manufacturershave experienced capacity shortages and have responded by allocating existing supply among their customers,including us.Thiscapacity shortage coupled with an increase in demand for our affected pro

258、ducts has resulted in supply shortages that have causedincreased lead times for some of our products.We may suffer delays introducing new products to the market and in sales ofexisting products as a result of parts unavailability or shortages,resulting in loss or delay of revenue.If our third-party

259、manufacturers experience financial,operational,manufacturing capacity or other difficulties,or experienceshortages in required components,or if they are otherwise unable or unwilling to continue to manufacture our products in requiredvolumes or at all,our supply may be disrupted,and we may be requir

260、ed to seek alternate manufacturers.It would be time-consuming and costly,and could be impracticable,to begin to use new manufacturers and such changes could cause significantinterruptions in supply and could have an adverse impact on our ability to meet our scheduled product deliveries and maysubseq

261、uently lead to the loss of sales,delayed revenues or an increase in our costs,which could materially and adversely affect ourbusiness and operating results.The inability of our supply chain to deliver certain key components could materially adversely affect our business,financialcondition and result

262、s of operations.Our products contain a significant number of components that we source globally,including from Vietnam and Malaysia.If oursupply chain fails to deliver products to us in sufficient quality and quantity on a timely basis,we will be challenged to meet ourcustomer order delivery timelin

263、es and could incur significant additional expenses for expedited freight and other related costs.Oursupply chain has been,and may continue to be,adversely impacted by events outside of our control,including macroeconomicevents,trade restrictions,economic recessions or natural occurrences,such as the

264、 ongoing disruptions from the COVID-19pandemic.As a result of COVID-19,we have experienced delays in supply chain deliveries,extended lead times and shortages ofkey components,some raw material cost increases and slowdowns at certain production facilities.These disruptions have delayedand may contin

265、ue to delay the timing of some orders and expected deliveries of our products.Certain of our customer contractscontain penalties for late or incomplete deliveries.These supply chain disruptions and delays may,in turn,cause us to be unable tomake timely or complete deliveries to our customers,which m

266、ay expose us to those penalties.Further,supply chain disruptionscould result in longer lead times,inventory supply challenges and further increased costs,which could harm our ability to competefor future business.Accordingly,we remain subject to significant risks of supply chain disruptions or short

267、ages,which couldmaterially adversely affect our business,financial condition and results of operations.132025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm22/144 We mus

268、t often establish and demonstrate the benefits of new and innovative offerings to customers,which may take time andsignificant efforts that may not ultimately prove successful.Many of our new and innovative products are complex and are focused on creating new revenue streams and/or new ways to creat

269、ecost efficiencies.In many cases,it is necessary for us to educate existing and potential customers about the benefits and value ofsuch new and innovative products,with no assurance that the customer will ultimately purchase them.The need to educate ourcustomers increases the difficulty and time nec

270、essary to complete transactions,makes it more difficult to efficiently deploy limitedresources,and creates risk that we will have invested in an opportunity that ultimately does not result in a sale.If we are unable toestablish and demonstrate to customers the benefits and value of our new and innov

271、ative products and convert these efforts intosales,our business,results of operations,financial condition,cash flows and prospects will be adversely affected.Our ability to sell our products is highly dependent on the quality of our support and services offerings,and our failure to offerhigh-quality

272、 support and services could have a material adverse effect on our business,operating results and financialcondition.Network operators rely on our products for critical applications and,as such,high-quality support is critical for the successfulmarketing and sale of our products.If we or our channel

273、partners do not provide adequate support to network operators indeploying our products or in resolving post-deployment issues quickly,our reputation may be harmed and our ability to sell ourproducts could be materially and adversely affected.We may not be able to detect errors or defects in our solu

274、tions until after full deployment and product liability claims bycustomers could result in substantial costs.Our solutions are sophisticated and are designed to be deployed in large and complex mobile networks that require a very highdegree of reliability.Because of the nature of our solutions,they

275、can only be fully tested when substantially deployed in very largenetworks with high volumes of subscriber traffic.Some of our customers have only recently begun to commercially deploy oursolutions and they may discover errors or defects in the software or hardware,or the solutions may not operate a

276、s expected.Because we may not be able to detect these problems until full deployment,any errors or defects in our solutions could affect thefunctionality of the networks in which they are deployed,given the use of our solutions in business-critical applications.As aresult,the time it may take us to

277、rectify errors can be critical to our customers.Because the networks into which wireless service providers deploy our solutions require a very high degree of reliability,theconsequences of an adverse effect on their networks,including any type of communications outage,can be very significant andcost

278、ly.If any network problems were caused,or perceived to be caused,by errors or defects in our solutions,our reputation and thereputation of our solutions could be significantly damaged with respect to that customer and other customers.Such problems couldlead to a loss of that customer or other custom

279、ers.If one of our solutions fails,we could also experience:payment of liquidated damages for performance failures;loss of,or delay in,revenue recognition;increased service,support,warranty,product replacement and product liability insurance costs,as well as adiversion of development resources;and co

280、stly and time-consuming legal actions by our customers,which could result insignificant damages awards against us.Any of these events could have a material adverse impact on our business,results ofoperations,financial condition,cash flows and prospects.Our international sales may be difficult and co

281、stly as a result of the political,economic and regulatory risks in those regions.Sales to customers based outside the United States have historically accounted for a majority of our revenues.In 2022 and 2021,our international sales(sales to customers located outside the United States which includes

282、a small percentage of United Statescustomers where the final destination of the equipment is outside of the United States)accounted for approximately 61%and 72%,respectively,of our total revenue.In many international markets,long-standing relationships between potential customers and theirlocal supp

283、liers and protective regulations,including local content requirements and type approvals,create barriers to entry.Inaddition,pursuing international opportunities may require significant investments for an extended period before returns on suchinvestments,if any,are realized and such investments may

284、result in expenses growing at a faster rate than revenues.The followingrisks inherent in international business could reduce the international demand for our products,decrease the prices at which we cansell our products internationally or disrupt our international operations,which could adversely af

285、fect our operations:142025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm23/144 the imposition of tariffs,duties,price controls or other restrictions on foreign currenci

286、es or trade barriers imposed byforeign countries;import or export controls,including licensing or product-certification requirements;unexpected changes in government policies or regulatory requirements in the United States or by foreign governments anddelays in receiving licenses to operate;politica

287、l instability and acts of war or terrorism,such as the Russia-Ukraine conflict;economic instability,including the impact of economic recessions;difficulty in staffing and managing geographically diverse operations,particularly as a result of the COVID-19 pandemicand ensuing economic conditions,inclu

288、ding our reluctance to staff and manage foreign operations as a result of politicalunrest even though we have business opportunities in a country;any limitation on our ability to enforce intellectual property rights or agreements in regions where the judicial legalsystems may be less developed or le

289、ss protective of intellectual property or contractual rights;capital and exchange control programs;challenges caused by distance,language and cultural differences;fluctuations in currency exchange rates;labor unrest;restrictions on the repatriation of cash;the nationalization of local industry;and p

290、otentially adverse tax consequences.Our operations in Israel may be disrupted by political and military tensions in Israel and the Middle East.We conduct various activities in Israel,including research and development;design;raw material procurement;and manufacturingand assembly through subcontracto

291、rs based in Israel.Our operations could be negatively affected by the political and militarytensions in Israel and the Middle East.Israel has been involved in a number of armed conflicts with its neighbors since 1948 and a state of hostility,varying in degree andintensity,has led to security and eco

292、nomic problems in Israel.For more than two decades,a continuous armed conflict with thePalestinian Authority has been taking place.Conditions in Israel could,in the future,disrupt the development,manufacture and/ordistribution of our products.If we lose Eric Stonestrom,our Chief Executive Officer,or

293、 any of our other executive officers,we may encounter difficultyreplacing their expertise,which could impair our ability to implement our business plan successfully.We believe that our ability to implement our business strategy and our future success depends on the continued employment of oursenior

294、management team,in particular our chief executive officer,Eric Stonestrom.Our senior management team,who haveextensive experience in our industry and are vital to maintaining some of our major customer relationships,may be difficult toreplace.The loss of the technical knowledge and management and in

295、dustry expertise of these key employees could make it difficultfor us to execute our business plan effectively,could result in delays in new products being developed,could result in lostcustomers,and could cause a diversion of resources while we seek replacements.152025/2/13 00:20sec.gov/Archives/ed

296、gar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm24/144 A material defect in our products that either delays the commencement of services or affects customer networks could seriouslyharm our credibilit

297、y and our business,and we may not have sufficient insurance to cover any potential liability.Wireless network products are highly complex and frequently contain undetected software or hardware errors when first introducedor as new versions are released.We have detected and are likely to continue to

298、detect errors and product defects in connection withnew product releases and product upgrades.In the past,some of our products have contained defects that delayed thecommencement of service by our customers.If our hardware or software contains undetected errors,we could experience:delayed or lost re

299、venues and reduced market share due to adverse customer reactions;higher warranty costs and other costs and expenses due to the need to provide additional products and services to acustomer at a reduced charge or at no charge;claims for substantial damages against us,regardless of our responsibility

300、 for any failure,which may lead to increasedinsurance costs;diversion of research and development resources to fix errors in the field;negative publicity regarding us and our products,which could adversely affect our ability to attract new customers;increased insurance costs;and diversion of managem

301、ent and development time and resources.Our general liability insurance coverage may not continue to be available on reasonable terms or in sufficient amounts to cover oneor more large claims or our insurer may disclaim coverage as to any future claim.In addition,our products are often integratedwith

302、 other network components.Incompatibilities between our products and these components could result in material harm to theservice provider or its subscribers.These problems could adversely affect our cash position or our reputation and competitiveposition.The mobile network industry investment level

303、s fluctuate and are affected by many factors,including the economic environmentand decisions made by wireless service providers and other customers regarding deployment of technology and their timing ofpurchases,and a downturn in investment levels could have a material adverse effect on our business

304、,financial condition,results of operations and prospects.The mobile network industry has experienced downturns in which wireless service providers and other customers substantiallyreduced their capital spending on new equipment.With the advent of 5G and the growth of private networks,we expect this

305、marketto grow in the coming years;however,the uncertainty surrounding global economic growth and the geopolitical situation maymaterially harm actual market conditions.Moreover,market conditions are subject to substantial fluctuation and could varygeographically and across technologies.Even if globa

306、l conditions improve,conditions in the specific industry segments in whichwe participate may be weaker than in other segments.In that case,our revenue and operating results may be adversely affected.If capital expenditures by wireless service providers and other customers are weaker than we anticipa

307、te,our revenues,operatingresults and profitability may be adversely affected.The level of demand from operators and other customers who buy our productsand services can vary over short periods of time,including from month to month.Due to this uncertainty,accurately forecastingrevenues,results,and ca

308、sh flow remains difficult.162025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm25/144 Risks associated with ongoing inflation and increasing oil and gas prices could adv

309、ersely affect our business,financialcondition and results of operations.Inflation,which increased significantly during 2021 and 2022,has adversely affected us by increasing the costs of materials andlabor needed to operate our business and could continue to adversely affect us in future periods.In a

310、ddition the increase in oil andgas prices has adversely affected us with increased costs of transportation,heating premises and higher prices from our suppliers.We have increased certain of the sales prices of our products and services in response to these increased costs and,in the eventinflation a

311、nd oil and gas prices continue to increase,we may seek to further increase our sales prices in order to maintainsatisfactory margins.However,such increases may result in customer pushback or attrition and be difficult or impossible in futureperiods,all of which may have an adverse effect on our busi

312、ness,financial condition and results of operations.Additionally,actionsby governments to stimulate the economy may increase the risk of significant inflation,which may also have an adverse impact onour business or financial results.Our business and prospects depend on the strength of our brand.Failu

313、re to maintain and enhance our brand would harm ourability to increase sales by expanding our network of channel partners as well as the number of network operators whopurchase our products.Maintaining and enhancing our brand is critical to expanding our base of channel partners and the number of ne

314、twork operatorswho purchase our products.Maintaining and enhancing our brand will depend largely on our ability to continue to developproducts and solutions that provide the high quality at attractive economics sought by network operators.If we fail to promote,maintain and protect our brand successf

315、ully,our ability to sustain and expand our business and enter new markets will suffer.Ourbrand may be impaired by a number of factors,including product failure and counterfeiting.If we fail to maintain and enhance ourbrand,or if we need to incur unanticipated expenses to establish the brand in new m

316、arkets,our operating results would benegatively affected.There is substantial doubt about our ability to continue as a going concern and we need to raise additional funding to meet ourobligations.We may not secure funding on a timely basis or on acceptable terms to satisfy our debt covenants or to a

317、ttainprofitable operations.We have not yet established an ongoing source of revenue sufficient to cover operating costs and allow us to continue as a goingconcern.Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until webecome profitable.

318、Further,as discussed below,as of December 31,2022,we were in default of certain debt covenants of oursenior term loan agreement.As a result,our current liabilities exceed our current assets by approximately$109 million as ofDecember 31,2022.Our business plan for 2023 requires a refinancing or waiver

319、 of the covenant requirements under the seniorterm loan in order to satisfy this obligation.Our ability to achieve the foregoing,which may be necessary to permit the realizationof assets and satisfaction of liabilities in the ordinary course of business,is uncertain and raises substantial doubt abou

320、t our abilityto continue as a going concern.We may not secure funding to meet our obligations on a timely basis,to satisfy our debt covenants and,ultimately,to attainprofitable operations.Any additional liquidity we may need in order to meet our obligations on a timely basis,to satisfy our debtcoven

321、ants or to attain profitable operations may not be available on terms that are acceptable to us,or at all.In addition,we were not in compliance with the minimum last twelve-month EBITDA covenant and the minimum last twelve-month revenue covenant under the Fortress Credit Agreement and the Fortress C

322、onvertible Note Agreement as of the December 31,2022 quarterly measurement date,and we were not in compliance with the minimum liquidity covenant under the Fortress CreditAgreement and the Fortress Convertible Note Agreement at all times from November 29,2022,each of which is an event of defaultunde

323、r those agreements.There can be no assurance that the lenders under the Fortress Credit Agreement and the FortressConvertible Note Agreement will waive the existing covenant breaches and discussions are ongoing.Based on managementscurrent forecast,absent of additional financing or capital raising,we

324、 have concluded it is probable that we will not be incompliance with certain of the financial covenants under the Fortress Credit Agreement and the Fortress Convertible NoteAgreement during certain periods of the next twelve months.There can be no assurance that the lenders under the Fortress Credit

325、Agreement and the Fortress Convertible Note Agreement will agree to waive any breaches thereunder that may arise in the futureor that we will otherwise be able to remedy such breaches.In the absence of waivers or remedies of existing covenant breaches orany additional breaches that may arise in the

326、future,the lenders under the Fortress Credit Agreement and the Fortress ConvertibleNote Agreement could elect to declare all the funds borrowed thereunder to be due and payable,together with accrued and unpaidinterest and other premiums,and institute foreclosure proceedings against our assets,such l

327、enders could elect to apply the defaultinterest rate under the Fortress Credit Agreement and the Fortress Convertible Note Agreement and related agreements,the lendersunder the Fortress Credit Agreement could elect to terminate their delayed draw commitments thereunder and cease making furtherloans,

328、and we could be forced into bankruptcy or liquidation.In addition,our subordinated term loan and subordinated debt couldbe accelerated or required to be paid due to provisions contained within those instruments.Accordingly,we have classified oursenior term loan,convertible debt,subordinated term loa

329、n and subordinated debt as current liabilities on our condensedconsolidated balance sheet as of December 31,2022.2025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm26/14

330、4 172025/2/13 00:20sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htmhttps:/www.sec.gov/Archives/edgar/data/1823882/000182912623002099/airspannetworks_10k.htm27/144 We have substantial indebtedness and are highly leveraged,which could adversely affect our business.We are

331、highly leveraged with a significant amount of debt and we may continue to incur additional debt in the future.As ofDecember 31,2022,we had approximately$44.1 million in indebtedness outstanding under the Fortress Credit Agreement at anaverage annualized interest cost of 11.2%at such date and$50.0 mi

332、llion in indebtedness outstanding under our senior securedconvertible notes(the“Convertible Notes”)with an interest rate equal to 7.0%per annum.Substantially all of our assets,includingthe capital stock of our subsidiaries,are pledged to secure our indebtedness under the Fortress Credit Agreement an

333、d theConvertible Notes.In addition,we had subordinated indebtedness aggregating$52.9 million as of December 31,2022.As a resultof our indebtedness,we are required to make interest and principal payments on our borrowings that are significant in relation toour revenues and cash flows.These payments reduce our earnings and cash available for other potential business purposes.Thisleverage also expose