10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

001-40382

ANGEL POND HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

950 Third Avenue, 25 th Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212)

878-3702

Not applicable

(Former name or former address, if changed since last report)


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Class A Ordinary Shares, par value $0.0001 per share	POND	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	POND WS	The New York Stock Exchange
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	POND.U	The New York Stock Exchange

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 required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation

S-K

is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form

10-K

or any amendment to this Form

10-K.

☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the 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 ☐


Auditor Firm Id: 206		Auditor Name: MaloneBailey, LLP		Auditor Location: Houston, Texas

As of December 31, 2021, the last business day of the registrant’s most recently completed fiscal year, the aggregate market value of the units outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price on December 31, 2021 for shares and units, trading on such date, as reported on the NYSE,

was

$256.5

million. The Registrant’s Units began trading on NYSE on May 20, 2021, and the Registrant’s Class A ordinary shares began trading separately on NYSE on July 8, 2021.

As of March 15, 2022, there were 26,551,482 Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”) and 6,637,870 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”), of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

TABLE OF CONTENTS


		PAGE
Item 1.	Business		1
Item 1A.	Risk Factors		19
Item 1B.	Unresolved Staff Comments		59
Item 2.	Properties		59
Item 3.	Legal Proceedings		59
Item 4.	Mine Safety Disclosures		59
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		59
Item 6.	[Reserved]		60
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		60
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		65
Item 8.	Financial Statements and Supplementary Data		65
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		66
Item 9A.	Controls and Procedure		66
Item 9B.	Other Information		66
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		66
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		67
Item 11.	Executive Compensation		71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		72
Item 13.	Certain Relationships and Related Transactions, and Director Independence		73
Item 14.	Principal Accounting Fees and Services		75
PART IV
Item 15.	Exhibits and Financial Statement Schedules		76
Item 16.	Form 10-K Summary		77

Table of Contents

Unless otherwise stated in this annual report on Form

10-K,

references to:

•

we,” “us,” “company” or “our company” are to Angel Pond Holdings Corporation, a Cayman Islands exempted company;

•

“Companies Law” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•

“founder shares” are to Class B Ordinary Shares initially purchased by our sponsor in private placements prior to the IPO which are currently held by our sponsor and our independent directors (which shares may be transferred to permitted transferees from time to time) and the Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our initial business combination as described herein;

•

“initial shareholders” are to holders of our founder shares prior to the IPO;

•

“management” or our “management team” are to our officers and directors;

•

“ordinary shares” are to our Class A Ordinary Shares and our Class B Ordinary Shares;

•

“public shares” are to Class A Ordinary Shares sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market);

•

“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

•

“public warrants” are to the warrants sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market);

•

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of the IPO;

•

“sponsor” are to Angel Pond Partners LLC, a Cayman Islands limited liability company; and

•

“warrants” are to our public warrants and private placement warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of the prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

the potential incentive to consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the founder shares paid by our sponsor, certain members of our team as well as institutional and professional accredited investors pursuant to forward purchase arrangements;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to uncertainty resulting from the

recent COVID-19 global

pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties;

•

our financial performance following the IPO; or

•

the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form

10-K.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

iii

Table of Contents

PART I

Item 1.

Business

General

We are an early stage blank check company incorporated on January 18, 2021, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination. We have reviewed a number of opportunities to enter into a business combination and, on the terms and subject to the conditions of the Merger Agreement (as defined below), intend to effect the Proposed Business Combination as described below under “Recent Developments.” We have generated no operating revenues to date and will not generate operating revenues until we consummate our initial business combination.

Significant Activities Since Inception

On May 20, 2021, the Company consummated its Initial Public Offering (“IPO” or “Initial Public Offering”) of 25,000,000 units. Each Unit Consists of one Class A Ordinary Share, and

one-third

of one redeemable Warrant (“Public Warrant”), each whole warrant entitles the holder to purchase on Class A Ordinary Share at $11.50 per share. The Units were sold at an offering price of $10.00 Per Unit, generating gross proceeds of $250,000,000. Simultaneously with the Initial Public Offering, the Sponsor purchased 7,000,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating gross proceeds of $7,000,000.

A total of $250,000,000 of the net proceeds from our initial public offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.

In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On June 30, 2021, the underwriters partially exercised their over-allotment option, and on July 2, 2021, the underwriters purchased 1,551,482 Units (the “Over-Allotment Units”) at an offering price of $10.00 per unit, generating gross proceeds to the Company of $15,514,820. On July 2, 2021, simultaneously with the sale of the Over-Allotment Units, the Company completed a private placement with the Sponsor for an additional 310,297 warrants at a price of $1.00 per warrant (the “Additional Private Placement Warrants”), generating gross proceeds of $310,297. A total of $15,514,820 of the net proceeds from the Over-Allotment Units and Additional Private Placement Warrants have been deposited in the Trust Account.

On November 9, 2021, the Company received a written notice (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company is not currently in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Manual”), which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis.

On December 26, 2021, the Company submitted to the NYSE a business plan that demonstrates how the Company expects to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice (the “Business Plan”). The Company anticipates that it will satisfy this listing requirement within such time period once it consummates an initial business combination. On February 4, 2022, the NYSE removed the Company from NYSE’s “Watch List” and informed the Company that it is now considered a “company back in compliance” in relation to the NYSE’s continued listing standards.

On January 31, 2022, the Company entered into a Business Combination Agreement (the “Merger Agreement”) by and between the Company, Mangomill plc, a public limited company incorporated in Ireland (“Irish Holdco”), Meridian MergerSub Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Irish Holdco (“Merger Sub”), and MariaDB Corporation Ab, a Finnish private limited liability company (“MariaDB”).

Pursuant to the Merger Agreement, (i) Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Domestication Merger”) and (ii) MariaDB will merge with and into Irish Holdco with Irish Holdco continuing as the surviving entity (the “Merger”). Following the Merger, the Company will be liquidated (the “Liquidation,” and together with the Merger, the Domestication Merger and the other transactions contemplated by the Merger Agreement, the “Proposed Business Combination”). In connection with the Proposed Business Combination, Irish Holdco will change its name to “MariaDB plc”.

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As a result of the Domestication Merger, each issued and outstanding Class A Ordinary Share and Class B ordinary share of the Company will convert into the right to receive one ordinary share of Irish Holdco (“Irish Holdco Ordinary Shares”), and each issued and outstanding warrant to purchase Class A Ordinary Shares of the Company will be exercisable by its terms to purchase an equal number of Irish Holdco Ordinary Shares.

The aggregate share consideration to be distributed to holders of MariaDB securities at the effective time of the Merger (the “Effective Time”) is 62,256,428 Irish Holdco Ordinary Shares. At the Effective Time, and without any action on the part of any party or holder of any of its securities:

each MariaDB ordinary share (“MariaDB Ordinary Share”) issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a number of Irish Holdco Ordinary Shares equal to the Exchange Ratio (as defined in the Merger Agreement); and

each equity award that is issued and outstanding under MariaDB’s equity incentive plans (each, a “Company Equity Award”) as of immediately prior to the Effective Time shall be automatically converted into an equity award to be settled in Irish Holdco Ordinary Shares on the same terms and conditions as were applicable to such Company Equity Award immediately prior to the Effective Time, equal to the product of the number of MariaDB Ordinary Shares subject to such Company Equity Award and the Exchange Ratio, at an exercise price per share equal to the exercise price per share of such Company Equity Award divided by the Exchange Ratio.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the APHC Available Cash (as defined in the Merger Agreement) shall not be less than $100,000,000, (ii) approval of the Proposed Business Combination by the respective shareholders of the Company and MariaDB, (iii) the consummation of a private placement pursuant to the Subscription Agreements (as defined below) for an aggregate purchase price of $18,200,000 (the “PIPE Investment”), (iii) the sum of cash in the Trust Account (after giving effect to the APHC Share Redemptions (as defined in the Merger Agreement) but without giving effect to the payment of transaction expenses) and any Additional PIPE Investment Amount (as defined in the Merger Agreement) shall be at least $15,000,000, (iv) effectiveness of the registration statement on Form

S-4

to be filed by Irish Holdco in connection with the Proposed Business Combination, (v) receipt of applicable regulatory approvals, (v) receipt of conditional approval for listing on the NYSE the Irish Holdco Ordinary Shares, and (vi) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the closing of the Proposed Business Combination (the “Closing”).

Concurrently with the execution of the Merger Agreement, the Company entered into the following agreements:

•

Subscription Agreements with certain PIPE investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors have agreed to purchase an aggregate number of Irish Holdco Ordinary Shares for $9.50 per share in the PIPE Investment, for an aggregate purchase price equal to $18,200,000.

•

Shareholder Support Agreements with certain shareholders of MariaDB, pursuant to which, among other things, such MariaDB shareholders agreed to, among other things, support and vote all of their MariaDB shares in favor of the Proposed Business Combination.

In connection with the Proposed Business Combination, the Company will also enter into the following agreements:

•

Lock-Up

Agreements with certain shareholders of MariaDB and certain of our shareholders, pursuant to which, among other things and subject to certain exceptions, such holders will agree that they will not sell or otherwise transfer the Irish Holdco Ordinary Shares received pursuant to the transactions contemplated by the Merger Agreement for a period of 180 days after the Closing. The

Lock-Up

Agreement as it relates to the Sponsor, will supersede the obligations of the Sponsor under the Letter Agreement entered into by the sponsor in connection with the Company’s initial public offering in May 2021.

•

Registration Rights Agreements with certain equity holders of MariaDB and certain of our shareholders, pursuant to which, among other things, Irish Holdco will be required to file, within 30 days after the Closing, a registration statement to register the resale of certain securities of Irish Holdco held by such MariaDB and Company shareholders, who will also have customary demand and “piggyback” registration rights, subject to certain requirements and customary conditions.

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The Merger Agreement and related agreements are further described in the Current Report on Form

8-K

filed by the Company on February 1, 2022.

Objective and Business Opportunity

Our current objective and business strategy is to consummate the Proposed Business Combination on the terms and subject to the conditions contained in the Merger Agreement, and, assuming the successful Closing, execute the strategy and business plan of the combined company.

The following discussion does not assume the closing of the Proposed Business Combination.

Since our initial public offering in May 2021, we have concentrated our efforts on identifying businesses within technology-enabled sectors, including but not limited

to e-commerce; enterprise

software and cloud computing; and fintech. We are not, however, required to complete our initial business combination with

an e-commerce; enterprise

software and cloud computing; and fintech business and, as a result, we may pursue a business combination outside of those industries. We will continue to seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial enhancement or redirection to maximize value. We do not intend to acquire

start-up

or other early-stage companies, companies with speculative business plans or companies that are excessively leveraged.

We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed.

Furthermore, our sponsor, management team, and their affiliates have a broad network of contacts and corporate relationships developed through extensive experience sourcing, acquiring, growing, financing and selling businesses; maintaining dialogues with sellers, capital providers and target management teams; and executing transactions under varying economic and financial conditions.

We believe that these networks of contacts and relationships have provided us with an important source of investment opportunities. In addition, target business candidates have been brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. We have not participated in the auction processes for prospective target companies.

SEC Form 10-K filed by Angel Pond Holdings Corporation