☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
New York, NY | ||
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A ordinary share, par value $0.0001 per share and one-third of one redeemable warrant | POND.U | New York Stock Exchange | ||
Class A ordinary share, par value $0.0001 per share | POND | New York Stock Exchange | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50 per share | POND WS | New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||
Emerging growth company | ☒ |
ANGEL POND HOLDINGS CORPORATION
TABLE OF CONTENTS
Page | ||||||
Item 1. | 1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
PART II - OTHER INFORMATION: | ||||||
Item 1. | ||||||
Item 1A. | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 5. | ||||||
Item 6. |
Item 1. Financial Statements |
September 30, | December 31, | |||||||||||||||
June 30 2022 | December 31, 2021 | 2022 | 2021 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash | $ | 25,414 | $ | 487,993 | $ | 128,313 | $ | 487,993 | ||||||||
Prepaid expenses | 374,868 | 521,584 | 263,538 | 521,584 | ||||||||||||
Total current assets | 400,282 | 1,009,577 | 391,851 | 1,009,577 | ||||||||||||
Cash and marketable securities held in Trust Account | 265,725,803 | 265,524,231 | 267,379,265 | 265,524,231 | ||||||||||||
Total assets | $ | 266,126,085 | $ | 266,533,808 | $ | 267,771,116 | $ | 266,533,808 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accounts payable and accrued expenses | $ | 1,417,811 | $ | 781,248 | $ | 1,460,198 | $ | 781,248 | ||||||||
Note payable—related party | 150,000 | — | ||||||||||||||
Total current liabilities | 1,417,811 | 781,248 | 1,610,198 | 781,248 | ||||||||||||
Warrant liability | 8,080,396 | 12,516,912 | 4,332,610 | 12,516,912 | ||||||||||||
Deferred underwriting fee payable | — | 9,293,019 | — | 9,293,019 | ||||||||||||
Total liabilities | 9,498,207 | 22,591,179 | 5,942,808 | 22,591,179 | ||||||||||||
Commitments and Contingencies | 0 | 0 | ||||||||||||||
Ordinary Shares subject to possible redemption, 26,551,482 shares at June 30, 2022 and December 31, 2021, at redemption value | 265,725,803 | 265,524,231 | ||||||||||||||
Ordinary Shares subject to possible redemption, 26,551,482 shares at September 30, 2022 and December 31, 2021, at redemption value | 267,379,265 | 265,524,231 | ||||||||||||||
Shareholders’ Equity (Deficit): | ||||||||||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; 0ne outstanding | — | — | ||||||||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | — | — | ||||||||||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 issued and outstanding (excluding 26,551,482 Class A ordinary shares subject to possible redemption) | — | — | — | — | ||||||||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 share s authorized; 6,637,870 shares issued and outstanding | 664 | 664 | ||||||||||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 S hares authorized; 6,637,870 shares issued and outstanding | 664 | 664 | ||||||||||||||
Additional paid in capital | 8,793,516 | — | 7,140,054 | — | ||||||||||||
Accumulated deficit | (17,892,105 | ) | (21,582,266 | ) | (12,691,675 | ) | (21,582,266 | ) | ||||||||
Total stockholders’ equity (deficit) | (9,097,925 | ) | (21,581,602 | ) | (5,550,957 | ) | (21,581,602 | ) | ||||||||
Total liabilities and shareholders’ equity (deficit) | $ | 266,126,085 | $ | 266,533,808 | $ | 267,771,116 | $ | 266,533,808 | ||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, 2022 | For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 | For the Three Months Ended September 30, | For the Nine Months Ended September 30, 2022 | For the Period from January 18, 2021 (Date of Inception) through September 30, 2021 | |||||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
Formation costs and other operating expenses | $ | 935,851 | $ | 788,275 | $ | 1,245,858 | $ | 797,122 | $ | 200,818 | $ | 224,746 | $ | 1,446,676 | $ | 1,021,868 | ||||||||||||||||
Loss from operations | (935,851 | ) | (788,275 | ) | (1,245,858 | ) | (797,122 | ) | (200,818 | ) | (224,746 | ) | (1,446,676 | ) | (1,021,868 | ) | ||||||||||||||||
Other Income: | ||||||||||||||||||||||||||||||||
Interest income | 197,864 | 864 | 201,573 | 864 | 1,653,462 | 3,341 | 1,855,035 | 4,205 | ||||||||||||||||||||||||
Change in fair value of warrant liability | 2,908,943 | 140,000 | 4,436,516 | 140,000 | 3,747,786 | 3,399,973 | 8,184,302 | 3,539,973 | ||||||||||||||||||||||||
Settlement of deferred underwriters payable | 301,639 | — | 301,639 | — | — | — | 301,639 | — | ||||||||||||||||||||||||
Net income (loss) | $ | 2,472,595 | $ | (647,411 | ) | $ | 3,693,870 | $ | (656,258 | ) | ||||||||||||||||||||||
Net income | $ | 5,200,430 | $ | 3,178,568 | $ | 8,894,300 | $ | 2,522,310 | ||||||||||||||||||||||||
Weighted average shares outstanding of Class A redeemable ordinary shares, basic and diluted | 26,551,482 | 13,461,358 | 26,551,482 | 7,515,337 | 26,551,482 | 26,517,754 | 26,551,482 | 14,314,974 | ||||||||||||||||||||||||
Basic and diluted net income (loss) per ordinary share of Class A redeemable shares | $ | 0.07 | $ | (0.03 | ) | $ | 0.11 | $ | (0.04 | ) | ||||||||||||||||||||||
Basic and diluted net income per ordinary share of Class A redeemable shares | $ | 0.16 | $ | 0.10 | $ | 0.27 | $ | 0.12 | ||||||||||||||||||||||||
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted | 6,637,870 | 7,187,500 | 6,637,870 | 7,099,310 | 6,637,870 | 6,649,818 | 6,637,870 | 6,994,271 | ||||||||||||||||||||||||
Basic and diluted net income ( per share of Class Bloss) non-redeemable ordinary shares | $ | 0.07 | $ | (0.03 | ) | $ | 0.11 | $ | (0.04 | ) | ||||||||||||||||||||||
Basic and diluted net income per share of Class B non-redeemable ordinary shares | $ | 0.16 | $ | 0.10 | $ | 0.27 | $ | 0.12 |
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Ordinary Shares | Ordinary Shares | Paid in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||||||||
Balance - January 18, 2021 (date of inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (8,847 | ) | (8,847 | ) | |||||||||||||||||||
Balance - March 31, 2021 | — | — | 7,187,500 | 719 | 24,281 | (8,847 | ) | 16,153 | ||||||||||||||||||||
Sale of 25,000,000 Units, net of underwriters discount and offering costs | 25,000,000 | 2,500 | — | — | 227,865,729 | — | 227,868,229 | |||||||||||||||||||||
Ordinary shares subject to redemption | (25,000,000 | ) | (2,500 | ) | — | — | (227,890,010 | ) | (22,108,354 | ) | (250,000,864 | ) | ||||||||||||||||
Net loss | — | — | — | — | — | (647,411 | ) | (647,411 | ) | |||||||||||||||||||
Balance - June 30, 2021 | — | — | 7,187,500 | 719 | — | (22,764,612 | ) | (22,763,893 | ) | |||||||||||||||||||
Option for sale of 1,551,482 units, net of underwriters discount | 1,551,482 | 155 | — | — | 14,172,347 | — | 14,172,502 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares | — | — | (549,630 | ) | (55 | ) | 55 | — | — | |||||||||||||||||||
Ordinary shares subject to redemption | (1,551,482 | ) | (155 | ) | — | — | (14,172,402 | ) | (1,345,604 | ) | (15,518,161 | ) | ||||||||||||||||
Net income | — | — | — | — | — | 3,178,568 | 3,178,568 | |||||||||||||||||||||
Balance - September 30, 2021 | — | $ | — | 6,637,870 | $ | 664 | $ | — | $ | (20,931,648 | ) | $ | (20,930,984 | ) | ||||||||||||||
Balance - December 31, 2021 | — | $ | — | 6,637,870 | $ | 664 | $ | — | $ | (21,582,266 | ) | $ | (21,581,602 | ) | ||||||||||||||
Ordinary shares subject to redemption | — | — | — | — | — | (3,709 | ) | (3,709 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 1,221,275 | 1,221,275 | |||||||||||||||||||||
Balance - March 31, 2022 | — | — | 6,637,870 | 664 | — | (20,364,700 | ) | (20,364,036 | ) | |||||||||||||||||||
Ordinary shares subject to redemption | — | — | — | — | (197,864 | ) | — | (197,864 | ) | |||||||||||||||||||
Settlement of Underwriters discount liability | — | — | — | — | 8,991,380 | — | 8,991,380 | |||||||||||||||||||||
Net income | — | — | — | — | — | 2,472,595 | 2,472,595 | |||||||||||||||||||||
Balance - June 30, 2022 | — | — | 6,637,870 | 664 | 8,793,516 | (17,892,105 | ) | (9,097,925 | ) | |||||||||||||||||||
Ordinary shares subject to redemption | — | — | — | — | (1,653,462 | ) | — | (1,653,462 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 5,200,430 | 5,200,430 | |||||||||||||||||||||
Balance - September 30, 2022 | — | $ | — | 6,637,870 | $ | 664 | $ | 7,140,054 | $ | (12,691,675 | ) | $ | (5,550,957 | ) | ||||||||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit | Total Shareholders’ Equity (Deficit) | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - January 18, 2021 (date of inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to sponsor | — | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (8,847 | ) | (8,847 | ) | |||||||||||||||||||
Balance - March 31, 2021 | — | — | 7,187,500 | 719 | 24,281 | (8,847 | ) | 16,153 | ||||||||||||||||||||
Sale of 25,000,000 Units, net of underwriters discount and offering costs | 25,000,000 | 2,500 | — | — | 227,865,729 | — | 227,868,229 | |||||||||||||||||||||
Ordinary shares subject to redemption | (25,000,000 | ) | (2,500 | ) | — | — | (227,890,010 | ) | (22,108,354 | ) | (250,000,864 | ) | ||||||||||||||||
Net loss | — | — | — | — | — | (647,411 | ) | (647,411 | ) | |||||||||||||||||||
Balance - June 30, 2021 | — | $ | — | 7,187,500 | $ | 719 | $ | — | $ | (22,764,612 | ) | $ | (22,763,893 | ) | ||||||||||||||
Balance - December 31, 2021 | — | $ | — | 6,637,870 | $ | 664 | $ | — | $ | (21,582,266 | ) | $ | (21,581,602 | ) | ||||||||||||||
Ordinary shares subject to redemption | — | — | — | — | — | (3,709 | ) | (3,709 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 1,221,275 | 1,221,275 | |||||||||||||||||||||
Balance - March 31, 2022 | — | — | 6,637,870 | 664 | — | (20,364,700 | ) | (20,364,036 | ) | |||||||||||||||||||
Ordinary shares subject to redemption | — | — | — | — | (197,864 | ) | — | (197,864 | ) | |||||||||||||||||||
Settlement of underwriters discount liability | — | — | — | — | 8,991,380 | — | 8,991,380 | |||||||||||||||||||||
Net income | — | — | — | — | — | 2,472,595 | 2,472,595 | |||||||||||||||||||||
Balance - June 30, 2022 | — | $ | — | 6,637,870 | $ | 664 | $ | 8,793,516 | $ | (17,892,105 | ) | $ | (9,097,925 | ) | ||||||||||||||
For the Nine Months Ended September 30, 2022 | For the Period from January 18, 2021 (Date of Inception) through September 30, 2021 | |||||||
Cash flow from operating activities: | ||||||||
Net income | $ | 8,894,300 | $ | 2,522,310 | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest earned in Trust Account | (1,855,035 | ) | (4,205 | ) | ||||
Change in fair value of warrant liability | (8,184,302 | ) | (3,539,973 | ) | ||||
Transaction costs allocable to warrant liability | (301,639 | ) | 733,547 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 258,046 | (579,603 | ) | |||||
Accounts payable and accrued expenses | 678,950 | 13,775 | ||||||
Net cash used in operating activities | (509,680 | ) | (854,149 | ) | ||||
Cash flows from investing activities: | ||||||||
Investment of cash in Trust Account | — | (265,514,820 | ) | |||||
Net cash used in investing activities | — | (265,514,820 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | — | 260,204,522 | ||||||
Proceeds from sale of Class B ordinary shares | — | 25,000 | ||||||
Proceeds from promissory note - related party | 150,000 | 300,000 | ||||||
Proceeds from sale of Private Placement Warrants | — | 7,310,297 | ||||||
Repayment of promissory note - related party | — | (300,000 | ) | |||||
Payments of deferred offering costs | — | (534,515 | ) | |||||
Net cash provided by financing activities | 150,000 | 267,005,304 | ||||||
Net change in cash | (359,680 | ) | 636,335 | |||||
Cash at the beginning of the period | 487,993 | — | ||||||
Cash at the end of the period | $ | 128,313 | $ | 636,335 | ||||
Non-Cash investing and financing activities: | ||||||||
Initial Classification of Class A shares subject to redemption | $ | — | $ | 265,514,820 | ||||
Change in value of Class shares subject to redemption | 1,855,035 | 4,205 | ||||||
Deferred underwriting fee payable | — | 9,293,019 | ||||||
Settlement of deferred underwriting fee payable recorded in additional paid in capital | 8,991,380 | — | ||||||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | — | 8,850,494 |
For the Six Months Ended June 30, 2022 | For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 | |||||||
Cash flow from operating activities: | ||||||||
Net income (loss) | $ | 3,693,870 | $ | (656,258 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest earned in Trust Account | (201,573 | ) | (864 | ) | ||||
Change in fair value of warrant liability | (4,436,516 | ) | (140,000 | ) | ||||
Transaction costs allocable to warrant liability | (301,639 | ) | 696,077 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 146,716 | (679,646 | ) | |||||
Accounts payable and accrued expenses | 636,563 | — | ||||||
Net cash used in operating activities | (462,579 | ) | (780,691 | ) | ||||
Cash flows from investing activities: | ||||||||
Investment of cash in Trust Account | — | (250,000,000 | ) | |||||
Net cash used in investing activities | — | (250,000,000 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from sale of Units, net of underwriting discounts paid | — | 245,000,000 | ||||||
Proceeds from sale of Class B ordinary shares | — | 25,000 | ||||||
Proceeds from promissory note - related party | — | 300,000 | ||||||
Proceeds from sale of Private Placement Warrants | — | 7,000,000 | ||||||
Repayment of promissory note - related party | — | (300,000 | ) | |||||
Payments of deferred offering costs | — | (534,515 | ) | |||||
Net cash provided by financing activities | — | 251,490,485 | ||||||
Net change in cash | (462,579 | ) | 709,794 | |||||
Cash at the beginning of the period | 487,993 | — | ||||||
Cash at the end of the period | $ | 25,414 | $ | 709,794 | ||||
Non-Cash investing and financing activities: | ||||||||
Initial Classification of Class A shares subject to redemption | $ | — | $ | 222,188,180 | ||||
Change in value of Class shares subject to redemption | 201,573 | 48,780 | ||||||
Deferred underwriting fee payable | — | 8,750,000 | ||||||
Settlement of deferred underwriting fee payable recorded in additional paid in capital | 8,991,380 | — | ||||||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities | — | 8,333,333 |
For the Three Months Ended June 30, 2022 | For the Six Months Ended June 30, 2022 | For the Three Months Ended June 30, 2021 | For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income (loss) per share | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 1,978,076 | $ | 494,519 | $ | 2,955,096 | $ | 738,774 | $ | (422,061 | ) | $ | (225,350 | ) | $ | (333,740 | ) | $ | (318,788 | ) | ||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 26,551,482 | 6,637,870 | 26,551,482 | 6,637,870 | 13,461,358 | 7,187,500 | 7,515,337 | 7,099,310 | ||||||||||||||||||||||||
Basic and diluted net income (loss) per share | $ | 0.07 | $ | 0.07 | $ | 0.11 | $ | 0.11 | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
For the Three Months Ended September 30, 2022 | For the nine Months Ended September 30, 2022 | For the Three Months Ended September 30, 2021 | For the Period from January 18, 2021 (Date of Inception) through September 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income per share | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income, as adjusted | $ | 4,160,344 | $ | 1,040,086 | $ | 7,115,440 | $ | 1,778,860 | $ | 2,541,292 | $ | 637,276 | $ | 1,694,420 | $ | 827,890 | ||||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 26,551,482 | 6,637,870 | 26,551,482 | 6,637,870 | 26,517,754 | 6,649,818 | 14,314,974 | 6,994,271 | ||||||||||||||||||||||||
Basic and diluted net income per share | $ | 0.16 | $ | 0.16 | $ | 0.27 | $ | 0.27 | $ | 0.10 | $ | 0.10 | $ | 0.12 | $ | 0.12 |
Level | June 30, 2022 | December 31, 2021 | Level | September 30, 2022 | December 31, 2021 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and marketable securities held in Trust Account | 1 | $ | 265,527,940 | $ | 265,524,231 | 1 | $ | 267,379,265 | $ | 265,524,231 | ||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Public Warrants | 1 | $ | 4,425,247 | $ | 6,814,880 | 1 | $ | 2,212,624 | $ | 6,814,880 | ||||||||||||||
Private Placement Warrants | 2 | $ | 3,655,149 | $ | 5,702,032 | 2 | $ | 2,119,986 | $ | 5,702,032 |
Input | May 20, 2021 | |||
Risk-free interest rate | 1.17 | % | ||
Expected term (years) | 6.5 | |||
Expected Volatility | 14.3 | % | ||
Exercise Price | $ | 11.50 | ||
Stock price | $ | 9.67 |
Private Placement | Public | Warrant Liabilities | Private Placement | Public | Warrant Liabilities | |||||||||||||||||||
Fair value as of January 18, 2021 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Initial Measurement on May 20, 2021 | 7,210,000 | 8,333,333 | 15,543,333 | 7,210,000 | 8,333,333 | 15,543,333 | ||||||||||||||||||
Change in valuation inputs or other assumptions (1)(2) | (1,507,968 | ) | (1,518,453 | ) | (3,026,421 | ) | (1,507,968 | ) | (1,518,453 | ) | (3,026,421 | ) | ||||||||||||
Fair value as of December 31, 2021 | 5,702,032 | 6,814,880 | 12,516,912 | 5,702,032 | 6,814,880 | 12,516,912 | ||||||||||||||||||
Change in valuation inputs or other assumptions (1)(2) | (2,046,883 | ) | (2,389,633 | ) | (4,436,516 | ) | (3,582,046 | ) | (4,602,256 | ) | (8,184,302 | ) | ||||||||||||
Fair value as of June 30, 2022 | 3,655,149 | 4,425,247 | 8,080,396 | |||||||||||||||||||||
Fair value as of September 30, 2022 | 2,119,986 | 2,212,624 | 4,332,610 |
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
(2) | Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $15,543,333 during the period from May 20, 2021 through December 31, 2021. |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
References to the “Company,” “us,” “our” or “we” refer Angel Pond Holdings Corporation The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Consolidated financial statements and related notes included herein.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form
Overview
The Company is a blank check company incorporated 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. The Company intends to effectuate its initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.
The issuance of additional ordinary shares in a business combination:
may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than
may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;
could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
Similarly, if the Company issues debt securities, it could result in:
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
19
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
the Company’s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
the Company’s inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
the Company’s inability to pay dividends on our ordinary shares;
using a substantial portion of the Company’s cash flow to pay principal and interest on the Company’s debt, which will reduce the funds available for dividends on the Company’s ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
limitations on the Company’s flexibility in planning for and reacting to changes in the Company’s business and in the industry in which the Company operates;
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
limitations on the Company’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of the Company’s strategy and other purposes and other disadvantages compared to the Company’s competitors who have less debt.
Results of Operations
For the three months and sixnine months ended JuneSeptember 30, 2022, we had a net income of $2,472,595$5,200,430 and $3,693,870$8,894,300 which consists of formation costs and operating costs of $935,851$200,818 and $1,245,859,$1,446,676, interest income of $197,864$1,653,462 and $201,573$1,855,035 on moniesinvestments held in our Trust Account (as defined below), income related to the change in fair value of the warrant liability of $2,908,943$3,747,786 and $4,436,516,$8,184,302, and income from settlement of deferred underwriters fee payable of $301,639$0 and $301,639 respectively. For the three months ended JuneSeptember 30, 2021 and for the period from January 18, 2021 (date of inception) through JuneSeptember 30, 2021, we had a net lossincome of $(647,411)$3,178,568 and $(656,258),$2,522,310, which consists of formation costs and operating costs of $788,275$224,746 and $608,252,$1,021,868, interest income of $864$3,341 and $864,$4,205, and income related to the change in the fair value of the warrant liability of $140,000$3,399,973 and $140,000,$3,539,973, respectively.
Liquidity and Capital Resources
On May 20, 2021, we consummated our Initial Public Offering in which we sold 25,000,000 Units at $10.00 per Unit generating gross proceeds of $250,000,000 before underwriting fees and expenses. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,000,000 Private Placement Warrants at $1.00 per Private Placement Warrant to our Sponsor, generating gross proceeds of $7,000,000. 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“Over-Allotment Units”) at an offering price of $10.00 per unit, generating gross proceeds to the Company of $15,514,820. 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.
Transaction costs of the Initial Public Offering amounted to $15,137,827 consisting of underwriting fees of $5,310,293 and deferred underwriting fees of $9,293,019 and $534,515 of other costs. $514,236 of the total underwriting costs were expensed in connection with the warrant liability and the balance was charged to equity. On July 2, 2021, 549,630 Class B ordinary shares were forfeited for no consideration as a result of a partial exercise of the over-allotment option.
As of JuneSeptember 30, 2022, we have available to us $25,414$128,313 of cash held outside of the trust account on our balance sheet and working capital deficit of $1,017,529.$1,218,347. We will use these funds primarily to and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. The interest income earn on the investments in the Trust Account are unavailable to fund operating expenses.
20
In order to finance transaction costs in connection with a business combination, the Business Combination, theCompany’s Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working(the “Working Capital Loans”). IfSuch Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the Company completeslender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a business combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Business Combination, the Company would repay such loaned amounts.Private Placement Warrants. In the event that the Business Combinationa business combination does not close, the Company may use a portion of the working capitalproceeds held outside the trust accountTrust Account to repay such loaned amountsthe Working Capital Loans, but no proceeds fromheld in the trust accountTrust Account would be used to repay the Working Capital Loans. $150,000 and $0 was borrowed under the facility as of September 30, 2022 and December 31, 2021, respectively.
On August 30, 2022, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to be used for expenses of the Company pursuant to a promissory note (the “August 2022 Promissory Note”) . This loan is non-interest bearing and is to be forgiven upon the consummation of the Business Combination. If the loan is not forgiven, the unpaid principal balance on such repayment. Uploan will be payable by MariaDB. As of the date of this proxy statement/prospectus, there are $150,000 in loan amounts outstanding under the August 2022 Promissory Note.
On September 14, 2022, Mangomill and the Sponsor signed an intra-group loan agreement (the “Loan Agreement”) whereby the Sponsor shall make available to $1,500,000Mangomill a loan facility in an aggregate amount of EUR263,063.50 to be advanced upon Mangomill’s written request at any time between the date of the Loan Agreement and the time and date on which the cross-border merger of MariaDB Corporation Ab with and into Mangomill becomes effective (the “Effective Time”). The Note is non-interest bearing and is payable on the Sponsor’s written demand to Mangomill, or in absence of such loans mayprior demand, all outstanding principal will be convertible into warrants at a pricedue and payable to the Sponsor on the Effective Time. As of $1.00 per warrant atSeptember 30, 2022 and December 31, 2021, no amounts were borrowed under the optionfacility.
The issuance of the lender. The warrants would be identicalLoan Agreement was made pursuant to the private placement warrants issued toexemption from registration contained in Section 4(a)(2) of the Sponsor. The termsSecurities Act of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or its directors or officers or their respective affiliates as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account.
The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
Off-Balance
We have no obligations, assets or liabilities which would be considered
We have not entered into any
Contractual Obligations
At JuneSeptember 30, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters were paid a cash underwriting fee of 2% of gross proceeds of the Initial Public Offering, or $5,000,000. In addition, the underwriters are entitled to aggregate deferred underwriting commissions of $8,750,000 consisting of 3.5% of the gross proceeds of the Initial Public Offering. With the partial exercise of the over-allotment option, the underwriters were paid a cash underwriting fee of 2% of gross proceeds, or $310,297, and were entitled to an additional deferred underwriting commission of $9,293,019. The deferred underwriters’ fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement by and between the Company, Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC. In May 2022, the underwriters terminated their
On January 10, 2022, the Company and MariaDB engaged J.P. Morgan Securities LLC and Angel Pond Capital LLC, an affiliate of the Sponsor, as joint placement agents for proposed private placements in connection with the Proposed Business Combination (as defined in Note 10). The Company and MariaDB agreed to pay $2 million placement agent fees contingent upon the closing of the Proposed Business Combination. The Company had not incurred nor paid any such fees as of JuneSeptember 30, 2022. The agreement associated with this engagement expired on January 31, 2022.
On March 17, 2022, the Company engaged Angel Pond Capital LLC as placement agent for proposed private placements in connection with the Proposed Business Combination. The Company has agreed to pay certain placement agent fees in connection with the engagement. The agreement associated with this engagement was terminated on June 21, 2022.
21
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:
22
Net Income (Loss) Per Ordinary Share
Basic income (loss) per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the
The following table reflects the calculation of basic and diluted net lossincome per share:
For the Three Months Ended June 30, 2022 | For the Six Months Ended June 30, 2022 | For the Three Months Ended June 30, 2021 | For the Period from January 18, 2021 (Date of Inception) through June 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income (loss) per share | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 1,978,076 | $ | 494,519 | $ | 2,955,096 | $ | 738,774 | $ | (422,061 | ) | $ | (225,350 | ) | $ | (333,740 | ) | $ | (318,788 | ) | ||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 26,551,482 | 6,637,870 | 26,551,482 | 6,637,870 | 6,250,000 | 7,187,500 | 7,515,337 | 7,099,310 | ||||||||||||||||||||||||
Basic and diluted net income (loss) per share | $ | 0.07 | $ | 0.07 | $ | 0.11 | $ | 0.11 | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
For the Three Months Ended September 30, 2022 | For the nine Months Ended September 30, 2022 | For the Three Months Ended September 30, 2021 | For the Period from January 18, 2021 (Date of Inception) through September 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income per share | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income, as adjusted | $ | 4,160,344 | $ | 1,040,086 | $ | 7,115,440 | $ | 1,778,860 | $ | 2,541,292 | $ | 637,276 | $ | 1,694,420 | $ | 827,890 | ||||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 26,551,482 | 6,637,870 | 26,551,482 | 6,637,870 | 26,517,754 | 6,649,818 | 14,314,974 | 6,994,271 | ||||||||||||||||||||||||
Basic and diluted net income per share | $ | 0.16 | $ | 0.16 | $ | 0.27 | $ | 0.27 | $ | 0.10 | $ | 0.10 | $ | 0.12 | $ | 0.12 |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
23
Ordinary shares subject to possible redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at JuneSeptember 30, 2022, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Through JuneSeptember 30, 2022, our efforts have been limited to organizational activities, activities relating to our Public Offering and since the Public Offering, the search for a target business with which to consummate an Initial Business Combination. We have neither engaged in any operations nor generated any revenues. We have not engaged in any hedging activities since our inception on January 18, 2021. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
The net proceeds of the Initial Public Offering and the sale of the Private Placement Units held in the Trust Account have been invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
Item 4. | Controls and Procedures |
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules
Regarding the restatement of the Company’s balance sheet included on our Form
24
It is noted that the
Changes in Internal Control Over Financial Reporting
Other than the implementation of the remediation activities regarding the restatement of our May 20, 2021 balance sheet and the restatement of our financial statements as of and for the period ended June 30, 2021, during the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules
Item 1. | Legal Proceedings |
None.
Item 1A. | Risk Factors |
Except as set forth below, as of the date of this Quarterly Report on Form
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. The recent inauguration of a new administration in the U.S. could result in significant changes to regulatory policy and the promulgation of new laws and regulations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. It is possible that we will become subject to different or heightened rules or requirements promulgated by the SEC or other regulators, and we may become subject to heightened or increased scrutiny by the SEC.
On March 30, 2022, the SEC proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; enhancing disclosure with regards to the use of projections in SEC filings in connection with proposed business combination transactions; expanding the scope of potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination, may increase the costs and time related thereto.
25
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.
As a result, included on our balance sheet as of JuneSeptember 30, 2022 contained elsewhere in this report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting
Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds. |
Unregistered Sales of Equity Securities
On May 20, 2021, we completed the private sale of an aggregate of 7,000,000 Private Placement Warrants at a price of $1.00 per warrant to the Sponsor generating gross proceeds to the Company of $7,000,000. EachOn 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, generating gross proceeds of $310,297.Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. This purchase took place on a private placement basis simultaneously with the completion of our Initial Public Offering. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On July 2, 2021, 549,630 Class B ordinary shares were forfeited for no consideration as a result of a partial exercise of the over-allotment option.
Use of Proceeds from the Public Offering
On May 20, 2021, we consummated our Initial Public Offering of 25,000,000 Units. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and
The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form
Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $250,000,000 was placed in a Trust Account.
Offering. In addition, the underwriters agreed to defer $8,750,000 in underwriting discounts and commissions.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not Applicable
26
Item 5. | Other Information |
None.
Item 6. | Exhibits |
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* | Filed herewith. |
** | Furnished. |
27
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ANGEL POND HOLDINGS CORPORATION | ||||||
Date: | /s/ Theodore T. Wang | |||||
Name: | Theodore Wang | |||||
Title: | Chairman and Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: | /s/ Hanchen Jin | |||||
Name: | Hanchen Jin | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |