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
Date of Report (Date of earliest event reported): June 27, 2022 (
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 | Entry into a Material Definitive Agreement. |
On June 21, 2022, Angel Pond Holdings Corporation (the “Company”) entered into the Waiver to the Letter Agreement (the “Waiver”) by and between the Company and Angel Pond Partners LLC (the “Sponsor”), which waived certain terms and conditions of the letter agreement entered into May 18, 2021, by and between the Company, the Sponsor, and each of the other individuals party thereto (the “Letter Agreement”). The Waiver, among other things, permits the Sponsor to transfer any of the Company’s Class B ordinary shares (or the Company’s Class A ordinary shares issuable upon conversion thereof) prior to the consummation of the transactions contemplated by the Business Combination Agreement, dated as of January 31, 2022, by and among the Company, Meridian MergerSub Inc., Mangomill plc, and MariaDB Corporation Ab (the “Closing”), to any person or entity pursuant to any forward purchase agreements or other transfer agreements that have been entered into prior to the date hereof or to any individual that was an officer of the Company prior to the Closing; provided that, upon such transfer, the transferee sign a joinder to the Letter Agreement with respect to paragraphs 1, 6 and 7 of the Letter Agreement. The Waiver was reviewed and approved by the Company’s board of directors (the “Board”), including the independent directors of the Board.
The description of the Waiver in this Item 1.01 is qualified in its entirety by reference to the terms of the Waiver, which is filed as Exhibit 10.17 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed with this Form 8-K:
Exhibit No. |
Description of Exhibit | |
10.17* | Waiver to the Letter Agreement, dated June 21, 2022, by and between the Company and the Sponsor. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
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: June 27, 2022 | By: | /s/ Theodore Wang | ||||
Name: | Theodore Wang | |||||
Title: | Chief Executive Officer |