POND.U / Angel Pond Holdings Corporation Units, each consisting of one Class A ordinary share and one-third o - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

POND / Angel Pond Holdings Corporation / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d358897dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) ANGEL POND HOLDINGS CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0447J102 (CUSIP Number) DECEMBER 31, 2022 (Date of Event Which R

POND / Angel Pond Holdings Corporation / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-22sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* ANGEL POND HOLDINGS CORPORATION (Name of Issuer) Class A ordinary share, par value $0.0001 per sh

POND / Angel Pond Holdings Corporation / Angel Pond Partners LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ANGEL POND HOLDINGS CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0447J102 (CUSIP Number) December 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 30, 2022, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 ANGEL POND HOLD

425 1 d408596d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 ANGEL POND HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation or

Amendment No. 1 to Business Combination Agreement, dated December 9, 2022

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of December 9, 2022 (this “Amendment”), is entered into by and among (i) Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), (ii) MariaDB Corporation Ab, a Finnish private limited liability company with business identity code 2344661-1 (the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date earliest event reported): November 22, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Comm

Certified Power Solutions Prepares to Plow Through Snowstorms with MariaDB SkySQL Cloud Database IoT enabled snowplowing vehicles powered by SkySQL allows local agencies to be more efficient and keep roads safe during winter months

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: November 15, 2022 Certified Power Solutions Prepares to Plow Through Snowstorms with MariaDB SkySQL Cloud Database IoT enabled snowplowing vehicles powered by SkySQL allows local agencies to be more efficient and keep roads safe during winter months November 15, 2022 08:00 AM Eastern Standard Time REDWOOD CITY, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40382 A

MARIADB – GOING PUBLIC FAQ 10/31/2022

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: October 31, 2022 MARIADB – GOING PUBLIC FAQ 10/31/2022 General • What is the transaction that MariaDB is using to go public? • The company is party to a pending business combination transaction pursuant to the Business Combination Agreement dated as of January 31, 2022 between Angel Pond Holdings Corporation (“APHC”), Mangomill plc (“Mangomill”), Meridian Merger Sub Inc.

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425 1 d419155d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: October 31, 2022 We have received numerous inquiries from employees about how the

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 ANGEL POND HOLDINGS CORPORATION (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) ☒ No fee required.

Hit Labs Connects Teams Pronto with MariaDB Xpand in SkySQL Cloud Database Communications platform dynamically scales to meet demands year round with distributed SQL in the cloud

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: October 26, 2022 Hit Labs Connects Teams Pronto with MariaDB Xpand in SkySQL Cloud Database Communications platform dynamically scales to meet demands year round with distributed SQL in the cloud October 26, 2022 08:00 AM Eastern Daylight Time REDWOOD CITY, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 (October 24, 2022) ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of

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425 1 d389645d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: October 24, 2022 To: Shareholders of MariaDB that are parties to the Shareholders’

MARIADB – GOING PUBLIC FAQ 10/13/2022

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: October 13, 2022 MARIADB – GOING PUBLIC FAQ 10/13/2022 General • What is the transaction that MariaDB is using to go public? • The company is party to a pending business combination transaction pursuant to the Business Combination Agreement dated as of January 31, 2022 between Angel Pond Holdings Corporation (“APHC”), Mangomill plc (“Mangomill”), Meridian Merger Sub Inc.

Cruise.co.uk Sets Sail with MariaDB SkySQL Cloud Database and SkyDBA SkySQL picked for its performance, easy migration and cost savings

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: September 29, 2022 Cruise.

Loan Agreement, dated September 14, 2022 between the Mangomill plc and the Sponsor

Exhibit 10.19 DATED 14 SEPTEMBER 2022 ANGEL POND PARTNERS LLC MANGOMILL PLC INTRA-GROUP LOAN AGREEMENT TABLE OF CONTENTS CLAUSE PAGE 1.??DEFINITIONS AND INTERPRETATION 2 2.??LOAN 3 3.??REPAYMENT 3 4.??INTEREST 3 5.??ASSIGNMENT 4 6.??GENERAL 4 THIS AGREEMENT is made on 14 September 2022 BETWEEN: 1. Angel Pond Partners LLC, a limited liability company form and registered in the Cayman Islands (the ?

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2022 (September 14, 2022) ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdictio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Com

Promissory Note, dated August 30, 2022 between the Company, MariaDB and the Sponsor

Exhibit 10.18 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1 0-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1 0-K/A (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 to Commission file number: 001-40382 ANGEL POND HOL

MariaDB Joins Open Geospatial Consortium Dedicated to bringing geospatial data to the world through open standards

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: August 18, 2022 MariaDB Joins Open Geospatial Consortium Dedicated to bringing geospatial data to the world through open standards August 18, 2022 08:00 AM Eastern Daylight Time REDWOOD CITY, Calif.

MariaDB Reimagines How Databases Deliver Geospatial Capabilities with Acquisition Making it easy and quick for developers to build geospatial applications with a cloud-based, scalable open standard API-driven approach

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: August 18, 2022 MariaDB Reimagines How Databases Deliver Geospatial Capabilities with Acquisition Making it easy and quick for developers to build geospatial applications with a cloud-based, scalable open standard API-driven approach August 18, 2022 08:00 AM Eastern Daylight Time REDWOOD CITY, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40382 ANGEL

MariaDB Drafts Top Financial Talent Ahead of Becoming a Public Company Veterans in finance and operations recruited to CFO and new board position to support MariaDB’s next phase of growth

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: July 19, 2022 MariaDB Drafts Top Financial Talent Ahead of Becoming a Public Company Veterans in finance and operations recruited to CFO and new board position to support MariaDB’s next phase of growth July 19, 2022 08:00 AM Eastern Daylight Time REDWOOD CITY, Calif.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2022 (June 21, 2022) ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incor

Waiver to the Letter Agreement, dated June 21, 2022, by and between APHC and the Sponsor (File No. 001-40382), filed with the SEC on June 27, 2022.

Exhibit 10.17 WAIVER TO THE LETTER AGREEMENT This Waiver to the Letter Agreement, dated as of June 21, 2022 (this ?Waiver?) waives certain terms and conditions of the Letter Agreement made and entered into as of May 18, 2021 (the ?Letter Agreement?), by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), Angel Pond Partners LLC, a Cayman Islands limited

Letter, dated May 18, 2022, from J.P. Morgan to the Company.

Exhibit 10.14 May 18, 2022 Angel Pond Holdings Corporation 950 Third Ave, 25th Floor New York, New York 10022 Attention: Theodore T. Wang Chief Executive Officer Ladies and Gentlemen: Reference is made to (1) the letter agreement, dated January 10, 2022 (the ?Placement Agreement?), among J.P. Morgan Securities LLC (?J.P. Morgan?), Angel Pond Capital LLC (?Angel Pond BD?), Angel Pond Holdings Corpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Commis

Letter, dated May 12, 2022, from Goldman to the Company.

Exhibit 10.16 PERSONAL AND CONFIDENTIAL May 12, 2022 Ted Wang Chairman, Chief Executive Officer Angel Pond Holdings Corporation 950 Third Avenue, 25th Floor New York, NY 10022 Dear Ted: In connection with the engagement letter (the ?Letter?), dated January 30, 2022, between Angel Pond Holdings Corporation (the ?Company?) and Goldman Sachs & Co. LLC regarding certain capital markets advisory servic

Letter, dated May 12, 2022, from Goldman to the Company and Mangomill plc.

Exhibit 10.15 PERSONAL AND CONFIDENTIAL May 12, 2022 Angel Pond Holdings Corporation 950 Third Avenue, 25th Floor New York, NY 10022 Mangomill plc 950 Third Avenue, 25th Floor New York, NY 10022 Attention Ted Wang Re: Capital Markets Advisor Resignation Ladies and Gentlemen: Goldman Sachs & Co. LLC and Goldman Sachs (Asia) L.L.C. (together, ?Goldman Sachs?) write to inform you that Goldman Sachs h

An Indemnity Agreement, dated May 17, 2022, between the Company and Samuel L. Milbank.

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made May 17, 2022, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and Samuel L. Milbank (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they ar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40382 ANGEL

MariaDB Puts $25K on the Table in Distributed SQL Database challenge bets MariaDB Xpand outperforms the competition with donation to go to

Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: May 11, 2022 MariaDB Puts $25K on the Table in Distributed SQL Throwdown Database challenge bets MariaDB Xpand outperforms the competition with donation to go to nonprofits May 11, 2022 09:02 AM Eastern Daylight Time REDWOOD CITY, Calif.

MariaDB SkySQL Wins World’s Premier Business Award, a Gold Stevie® SkySQL’s simplicity, scalability and cost savings impressed judges, who also highlighted its superior multi-cloud performance compared to existing cloud databases

425 1 d354454d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: May 5, 2022 MariaDB SkySQL Wins World’s Premier Business Award, a Gold Stevie® Sky

MariaDB Xpand Wins InfoWorld Technology of the Year Award as a Leading Distributed SQL Database Recognized as one of the front-runners in the 21st century database wars

425 1 d340466d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: April 21, 2022 MariaDB Xpand Wins InfoWorld Technology of the Year Award as a Lead

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Angel Pond Holdings Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of

POND / Angel Pond Holdings Corporation / CITADEL ADVISORS LLC - ANGEL POND HOLDINGS CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Angel Pond Holdings Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares”) (Title of Class of Secu

MariaDB SkySQL Continues to Gain Industry Recognition Known for its cloud innovation MariaDB has earned Database of the Year in the LinuxQuestions.org Members Choice Awards

425 1 d321876d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: March 29, 2022 MariaDB SkySQL Continues to Gain Industry Recognition Known for its

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 PURSUA

Table of Contents 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 to Commission file number: 001-40382

Xpand gets smarter and goes global

425 1 d309782d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: March 10, 2022 MariaDB Radically Enhances Distributed SQL Product Xpand Xpand gets

POND / Angel Pond Holdings Corporation / STEADFAST CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Angel Pond Holdings Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0447J102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

POND / Angel Pond Holdings Corporation / Angel Pond Partners LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) ANGEL POND HOLDINGS CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0447J102 (CUSIP Number) January 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

POND / Angel Pond Holdings Corporation / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Angel Pond Holdings Corporation (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G0447J102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appr

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425 1 d306826d425.htm 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Angel Pond Holdings Corporation Subject Company: Angel Pond Holdings Corporation Filer’s Commission File Number: 1-40382 Date: February 1, 2022 MariaDB - Employee Communication, 2/1/2022 3:17PM. Re: Communicat

MariaDB Corporation Ab to Become a Publicly Traded Company via Combination with Angel Pond Holdings Corporation

Exhibit 99.1 MariaDB Corporation Ab to Become a Publicly Traded Company via Combination with Angel Pond Holdings Corporation MariaDB, Fast Growing, Popular Open Source Database Software Company, Will Enter Its Next Growth Phase with New York Stock Exchange Listing in Partnership with NYSE-Listed Angel Pond Holdings Corporation. ? MariaDB is at the nexus of open source software and cloud, and its n

Form of Registration Rights Agreement.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Mangomill Public Limited Company, a public limited company incorporated in Ireland with registered number 606330 (the ?Company?), Angel Pond Partners LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned partie

Form of Shareholder Support Agreement.

Exhibit 10.2 FORM OF SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is entered into on 31 January 2022 by and between: (1) Angel Pond Holdings Corporation, a Cayman Islands exempted company (?APHC?); (2) MariaDB Corporation Ab, a Finnish private limited liability company with business identity code 2344661-1 (the ?Company?); (3) Mangomill plc, a public limited

DISCLAIMERS DISCLAIMERS, FORWARD-LOOKING STATEMENTS AND CAUTIONARY LANGUAGE Disclaimers. This presentation is for informational purposes only. It shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall

Exhibit 99.2 MARIADB INVESTOR PRESENTATION February 1, 2022 DISCLAIMERS DISCLAIMERS, FORWARD-LOOKING STATEMENTS AND CAUTIONARY LANGUAGE Disclaimers. This presentation is for informational purposes only. It shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions, U.S. or foreign, in which

Business Combination Agreement, dated January 31, 2022

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ANGEL POND HOLDINGS CORPORATION, MANGOMILL PLC, MERIDIAN MERGERSUB INC., and MARIADB CORPORATION AB DATED AS OF JANUARY 31, 2022 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS 3 1.1 Certain Definitions 3 ARTICLE II MERGER AND CLOSING TRANSACTIONS 27 2.1 APHC Share Redemption 27 2.2 The Domestication Merger 28 2.3 Effect on Shares in Dom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 (January 31, 202

425 1 d301717d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 (January 31, 2022) ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (Stat

Form of Subscription Agreement

Exhibit 10.1 PIPE SUBSCRIPTION AGREEMENT This PIPE SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on January 31, 2022, by and between Angel Pond Holdings Corporation (the ?Company?), a Cayman Islands exempted company, Mangomill Public Limited Company (?Irish Holdco?), a public limited company incorporated in Ireland, and the undersigned subscriber (?Subscriber?). WHEREAS, c

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 (January 31, 2022) ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of

Form of Lock-up Agreement.

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (?APHC?), Mangomill Public Limited Company, a public limited company incorporated in Ireland with registered number 606330 (?Irish Holdco?), Angel Pond Partners LLC, a Cayman Islands limited liability comp

An Indemnity Agreement, dated January 24, 2022, between the Company and Kirtiraj Chauhan.

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made January 24, 2022, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and Kirtiraj Chauhan (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they

An Indemnity Agreement, dated January 24, 2022, between the Company and Pearl Yuan-Garg.

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made January 24, 2022, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and Pearl Yuan-Garg (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2022 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Co

POND / Angel Pond Holdings Corporation / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) ANGEL POND HOLDINGS CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0447J102 (CUSIP Number) January 4, 2022 (Date of Event Which Requires Filing of this Statement) C

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40382 A

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40382 Commission File Number (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (C

2

Exhibit 99.1 Angel Pond Holdings Corporation Announces Receipt of Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard NEW YORK, New York, November 12, 2021 /BusinessWire/ ? Angel Pond Holdings Corporation (the ?Company?) announced today that on November 9, 2021, the Company received a written notice (the ?Notice?) from the staff of NYSE Regulation of the New York Stock E

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION RE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40382 ANGEL

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2021 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Commis

2

Exhibit 99.1 Angel Pond Holdings Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing July 9, 2021 NEW YORK, New York, July 8, 2021 /BusinessWire/ ? Angel Pond Holdings Corporation (NYSE: POND.U) (the ?Company?) announced that commencing July 9, 2021, holders of the units sold in the Company?s initial public offering of 26,551,482 units may elect to se

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2021 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction (Commission (I.R.S. Emplo

ANGEL POND HOLDINGS CORPORATION PRO FORMA BALANCE SHEET May 20 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets Cash $ 753,772 $ 15,514,820 (a) $ 753,772 310,297 (b) (310,297 ) (c) (15,514,820 ) (g) Prepaid expense

Exhibit 99.1 ANGEL POND HOLDINGS CORPORATION PRO FORMA BALANCE SHEET May 20 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets Cash $ 753,772 $ 15,514,820 (a) $ 753,772 310,297 (b) (310,297 ) (c) (15,514,820 ) (g) Prepaid expenses 727,748 727,748 Total current assets 1,481,520 ? 1,481,520 Cash and marketable securities held in Trust Account 250,000,000 15,514,820

STEADFAST CAPITAL MANAGEMENT LP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Angel Pond Holdings Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0447J110** (CUSIP Number) May 19, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box

INDEX TO BALANCE SHEET ANGEL POND HOLDINGS CORPORATION Page Report of Independent Registered Public Accounting Firm F-2 Balance sheet: Balance Sheet F-3 Notes to Balance Sheet F-4

Exhibit 99.1 INDEX TO BALANCE SHEET ANGEL POND HOLDINGS CORPORATION Page Report of Independent Registered Public Accounting Firm F-2 Balance sheet: Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Angel Pond Holdings Corp. Opinion on the Financial Statements We have audited the accompanying balanc

Financial Statements and Exhibits, Other Events

8-K 1 d166496d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction

Linden Capital L.P. - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Angel Pond Holdings Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0447J110 (CUSIP Number) May 20, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A ordinary shares of Angel Pond Holdings Corporation dated as of May 20, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Warrant Agreement between Continental Stock Transfer & Trust Company and Angel Pond Holdings Corporation

EX-4.1 4 d189291dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between ANGEL POND HOLDINGS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 18, 2021, is by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warr

2

Exhibit 99.1 Angel Pond Holdings Corporation Announces Pricing of $250 Million Initial Public Offering NEW YORK, New York, May 18, 2021 /BusinessWire/ ? Angel Pond Holdings Corporation (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and trade under the ticker symbol ?

INDEMNITY AGREEMENT

EX-10.7 11 d189291dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made May 18, 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and William Houlihan (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or

Underwriting Agreement (incorporated by reference to Exhibit 1.1 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

EX-1.1 2 d189291dex11.htm EX-1.1 Exhibit 1.1 Angel Pond Holdings Corporation 25,000,000 Units Underwriting Agreement May 18, 2021 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queens Road Central, Hong Kong J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies a

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

EX-10.1 5 d189291dex101.htm EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 18, 2021 by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s regi

Private Placement Warrants Purchase Agreement between the Registrant and Angel Pond Partners LLC (incorporated by reference to Exhibit 10.3 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

EX-10.3 7 d189291dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 18, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Angel Pond Partners LLC, a Cayman Island limited

INDEMNITY AGREEMENT

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made May 18, 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and Shihuang Xie (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are pro

APHC Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

EX-3.1 3 d189291dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ANGEL POND HOLDINGS CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 20 MAY 2021 AND EFFECTIVE ON 20 MAY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ME

Administrative Services Agreement between the Registrant and APHC Management LLC (incorporated by reference to Exhibit 10.4 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

Exhibit 10.4 Angel Pond Holdings Corporation 950 Third Avenue 25th Floor New York, NY 10028 January 26, 2021 Angel Pond Partners LLC 950 Third Avenue 25th Floor New York, NY 10028 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?) and Angel Pond Partners LLC (the ?Servic

Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to Exhibit 10.2 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 18, 2021, is made and entered into by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), Angel Pond Partners LLC, a Cayman Island limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page

Letter Agreement among the Registrant and its directors, director nominees and officers and APHC (incorporated by reference to Exhibit 10.5 of APHC’s Form 8-K (File No. 001-40382), filed with the SEC on May 20, 2021).

Exhibit 10.5 May 18, 2021 Angel Pond Holdings Corporation 950 Third Avenue 25th Floor New York, New York 10022 (212) 878-3702 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Angel Pond Holdings Corporation, a Cayman Islands e

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 ANGEL POND HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40382 N/A (State or other jurisdiction of incorporation) (Commis

INDEMNITY AGREEMENT

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made May 18, 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Mary Ann Cloyd (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are pr

INDEMNITY AGREEMENT

EX-10.9 13 d189291dex109.htm EX-10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made May 18, 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Theodore Wang (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in

INDEMNITY AGREEMENT

EX-10.8 12 d189291dex108.htm EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made May 18, 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Hanchen Jin (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in o

Angel Pond Holdings Corporation 25,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) File Number 333-253990 Angel Pond Holdings Corporation $250,000,000 25,000,000 Units Angel Pond Holdings Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.

- POS AM

POS AM 1 d113914dposam.htm POS AM Table of Contents As filed with the U.S. Securities and Exchange Commission on May 11, 2021. Registration No. 333-253990 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Pond Holdings Corporation (Exact Name of Registrant as Specified in

* * * [Signature page follows]

May 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 4, 2021

May 4, 2021 VIA EDGAR Office of Financial Services Division of Corporation Finance U.

- 8-A12B

8-A12B 1 d117328d8a12b.htm 8-A12B As filed with the U.S. Securities and Exchange Commission on May 4, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Angel Pond Holdings Corporation (Exact name of registrant as specified in its charter) C

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 21, 2021. Registration No. 333-253990 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Pond Holdings Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between ANGEL POND HOLDINGS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHE

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CORRESP 1 filename1.htm April 21, 2021 BY EDGAR Jessica Livingston Sandra Hunter Berkheimer Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Angel Pond Holdings Corp Correspondence relating to Registration Statement on Form S-1/A Filed April 9, 2021 File No. 333-253990 Dear Ms. Livingston and Ms. Hunter Berkheimer: We set forth b

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CORRESP 1 filename1.htm April 9, 2021 BY EDGAR Jessica Livingston Sandra Hunter Berkheimer Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Angel Pond Holdings Corp Amendment No. 2 to Registration Statement on Form S-1 Submitted March 31, 2021 CIK No. 0001842430 Dear Ms. Livingston and Ms. Hunter Berkheimer: We set forth below th

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 31, 2021. Registration No. 333-253990 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Pond Holdings Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or

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March 31, 2021 BY EDGAR Jessica Livingston Sandra Hunter Berkheimer Division of Corporation Finance U.

- S-1/A

S-1/A 1 d113914ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on March 23, 2021. Registration No. 333-253990 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Pond Holdings Corporation (Exact Name of Registrant as Specified in Its Charter) Caym

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 8 d113914dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between ANGEL POND HOLDINGS CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant

Form of Audit Committee Charter

EX-99.3 23 d113914dex993.htm EX-99.3 Exhibit 99.3 ANGEL POND HOLDINGS CORPORATION AUDIT COMMITTEE CHARTER (Adopted on [•], 2021) 1. GENERAL The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Angel Pond Holdings Corporation (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: • Performing the Board’s oversight

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March 8, 2021 BY EDGAR Jessica Livingston Sandra Hunter Berkheimer Division of Corporation Finance U.

Form of Private Placement Warrants Purchase Agreement among the Registrant and Angel Pond Partners LLC.

EX-10.4 14 d113914dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Angel Pond Partners LLC, a Cayman Island limited li

Memorandum and Articles of Association.

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 370420 On 18-Jan-2021 Assistant Registrar THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ANGEL POND HOLDINGS CORPORATION Auth Code: J95149585534 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 370420 On 18-Jan-2021 Assistant Registrar THE COMPANIES AC

Specimen Class A ordinary shares certificate (incorporated by reference to Exhibit 4.2 of APHC’s Form S-1 (File No. 333-253990), filed with the SEC on March 8, 2021).

Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] ANGEL POND HOLDINGS CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF A PAR VALUE OF US$0.0001 EACH OF ANGEL POND HOLDINGS CORPORATION (THE ?COMPANY?) transferable on the register of members

Form of Registration Rights Agreement among the Registrant, Angel Pond Partners LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), Angel Pond Partners LLC, a Cayman Island limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page her

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of APHC’s Form S-1 (File No. 333-253990), filed with the SEC on March 8, 2021).

Exhibit 4.3 Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ANGEL POND HOLDINGS CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereb

Registration Statement - S-1

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Pond Holdings Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or other jurisdiction of inco

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of APHC’s Form S-1 (File No. 333-253990), filed with the SEC on March 8, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] ANGEL POND HOLDINGS CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE WARRANT, EACH WHOLE REDEEMABLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A Ordinary Share, par value $0.0001 per

Securities Subscription Agreement, dated January 20, 2021, between the APHC and Angel Pond Partners LLC (incorporated by reference to Exhibit 10.7 of APHC’s Form S-1 (File No. 333-253990), filed with the SEC on March 8, 2021).

Exhibit 10.7 ANGEL POND HOLDINGS CORPORATION January 20, 2021 Angel Pond Partners LLC c/o Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY Attn: Paul Shim RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this ?Agreement?) is entered into on January 20, 2021, by and between Angel Pond Partners LLC, a Cayman Islands limited liability company (the ?Subscr

Form of Underwriting Agreement.

Exhibit 1.1 Angel Pond Holdings Corporation 30,000,000 Units Underwriting Agreement [?], 2021 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queens Road, Central, Hong Kong J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Angel Pond Holdings C

Form of Nominating and Governance Committee Charter

Exhibit 99.5 ANGEL POND HOLDINGS CORPORATION NOMINATING COMMITTEE CHARTER (Adopted on [?], 2021) I. Membership The Nominating Committee (the ?Committee?) of Angel Pond Holdings Corporation (the ?Company?) shall consist of at least three directors from the Company?s board of directors (the ?Board?) (subject to any phase-in exemption for newly listed companies). All Committee members shall (1) meet

Form of Compensation Committee Charter

Exhibit 99.4 ANGEL POND HOLDINGS CORPORATION COMPENSATION COMMITTEE CHARTER (Adopted on [?], 2021) I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Angel Pond Holdings Corporation (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its executive compensa

Consent of Mary Ann Cloyd

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Angel Pond Holdings Corporation of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of

Form of Administrative Services Agreement between the Registrant and Angel Pond Partners LLC.

Exhibit 10.8 Angel Pond Holdings Corporation 950 Third Avenue 25th Floor New York, NY 10028 , 2021 Angel Pond Partners LLC 950 Third Avenue 25th Floor New York, NY 10028 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?) and Angel Pond Partners LLC (the ?Services Provide

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No

Promissory Note, dated January 10, 2021, issued to Angel Pond Partners LLC (incorporated by reference to Exhibit 10.6 of APHC’s Form S-1 (File No. 333-253990), filed with the SEC on March 8, 2021).

Exhibit 10.6 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Form of Code of Business Conduct and Ethics.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS OF ANGEL POND HOLDINGS CORPORATION EFFECTIVE [?], 2021 1. Introduction The Board of Directors (the ?Board?) of Angel Pond Holdings Corporation has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent t

Consent of William A. Houlihan.

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Angel Pond Holdings Corporation of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of

Form of Letter Agreement among the Registrant, Angel Pond Partners LLC and each of the officers and directors of the Registrant.

Exhibit 10.1 [?], 2021 Angel Pond Holdings Corporation 950 Third Avenue 25th Floor New York, New York 10022 (212) 878-3702 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Angel Pond Holdings Corporation, a Cayman Islands exem

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 4 d113914dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ANGEL POND HOLDINGS CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM O

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 of APHC’s Form S-1 (File No. 333-253990), filed with the SEC on March 8, 2021).

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made [], 2021, by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the ?Company?), and [] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided w

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DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on February 4, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Pond Holdings Corpora

PROMISSORY NOTE Principal Amount: Up to $300,000 Dated as of January 20, 2021 New York, New York

EX-10.6 3 filename3.htm Exhibit 10.6 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

EXEMPTED Company Registered and filed as No. 370420 On 18-Jan-2021 Assistant Registrar

EX-3.1 2 filename2.htm Exhibit 3.1 EXEMPTED Company Registered and filed as No. 370420 On 18-Jan-2021 Assistant Registrar THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ANGEL POND HOLDINGS CORPORATION Auth Code: J95149585534 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 370420 On 18-Jan-2021 Assistant Reg

ANGEL POND HOLDINGS CORPORATION

EX-10.7 4 filename4.htm Exhibit 10.7 ANGEL POND HOLDINGS CORPORATION January 20, 2021 Angel Pond Partners LLC c/o Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY Attn: Paul Shim RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on January 20, 2021, by and between Angel Pond Partners LLC, a Cayman Islands limited liabil

D: +1 212 225 2704

D: +1 212 225 2704 [email protected] February 4, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Confidential Submission of Draft Registration Statement on Form S-1 Ladies and Gentlemen, Our client, Angel Pond Holdings Corporation, a corporation organized under the laws of Cayman Islands (the “Registrant”), has submitted