UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 | Entry into a Material Definitive Agreement. |
On May 18, 2022, Angel Pond Holdings Corporation (the “Company”) received from J.P. Morgan Securities LLC (“J.P. Morgan”) a letter, dated May 18, 2022 (the “J.P. Morgan Letter”), pursuant to which J.P. Morgan terminated its role as a joint co-placement agent to the Company and MariaDB Corporation Ab (“MariaDB”) under the letter agreement, dated January 10, 2022, among J.P. Morgan, Angel Pond Capital LLC, the Company and MariaDB and its role as capital markets advisor to the Company under the letter agreement, dated January 31, 2022, between J.P. Morgan and the Company. J.P. Morgan waived its entitlement to the payment of any deferred compensation pursuant to the underwriting agreement, dated May 18, 2021 (the “Underwriting Agreement”), between the Company, on the one hand, and J.P. Morgan and Goldman Sachs (Asia) L.L.C., on the other, and disclaimed any responsibility for any portion of any registration statement that may be filed in connection with a potential business combination transaction.
On May 24, 2022, the Company received from Goldman Sachs & Co. LLC and Goldman Sachs (Asia) L.L.C. (together, “Goldman”) letters, dated May 12, 2022 (the “Goldman Letters”), pursuant to which Goldman resigned from its role as capital markets advisor to the Company and terminated its engagement with the Company under the engagement letter, dated January 30, 2022 between the Company Goldman Sachs & Co. LLC. Goldman Sachs (Asia) L.L.C. waived its entitlement to the payment of any deferred compensation pursuant to the Underwriting Agreement and disclaimed any responsibility for any portion of any registration statement that may be filed in connection with a potential business combination transaction.
The descriptions of the J.P. Morgan Letter and Goldman Letters in this Item 1.01 are qualified in their entirety by reference to the terms of the J.P. Morgan Letter and Goldman Letters, respectively, which are filed as Exhibit 10.14, 10.15 and 10.16 hereto and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. |
Description of Exhibits | |
10.14 | Letter, dated May 18, 2022, from J.P. Morgan to the Company. | |
10.15 | Letter, dated May 12, 2022, from Goldman to the Company and Mangomill plc. | |
10.16 | Letter, dated May 12, 2022, from Goldman to the Company. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Angel Pond Holdings Corporation | ||||||
Date: May 24, 2022 | By: | /s/ Theodore Wang | ||||
Name: | Theodore Wang | |||||
Title: | Chief Executive Officer |