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~~August 2730, 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 incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

950 Third Avenue, 25^th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

(212) 878-3702

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbols~~TradingSymbols	Name of each exchange on which registered
Units, each consisting of one 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 shares, par value $0.0001 per share	POND	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	POND WS	New York Stock Exchange

☒ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 1.01

Entry into a Material Definitive Agreement.

On ~~June~~August 2130, 2022, Angel Pond Holdings Corporation (the “Company”) ~~entered~~issued ~~into~~a ~~the~~promissory ~~Waiver~~note ~~to the Letter Agreement~~ (the “~~Waiver~~Note”) byin ~~and~~the ~~between~~principal ~~the~~amount ~~Company~~of ~~and~~up to $250,000 to Angel Pond Partners LLC (the “Sponsor”),. ~~which~~The ~~waived~~Note ~~certain~~was ~~terms~~issued ~~and~~in ~~conditions~~connection ofwith ~~the~~advances ~~letter agreement entered into May 18, 2021, by and between~~ the ~~Company, the~~ Sponsor, ~~and~~may ~~each~~make ofin the ~~other~~future ~~individuals~~to ~~party thereto (~~the ~~“Letter~~Company ~~Agreement”).~~for ~~The~~costs ~~Waiver,~~and ~~among~~expenses ~~other~~related ~~things, permits the Sponsor~~ to ~~transfer any of~~ the Company’s ~~Class B~~continued ~~ordinary~~operation ~~shares~~and ~~(or~~any ~~the~~potential ~~Company’s~~business ~~Class A~~combination. ~~ordinary~~The ~~shares~~Note ~~issuable~~is ~~upon~~non-interest ~~conversion~~bearing ~~thereof)~~and ~~prior~~is topayable on the ~~consummation~~earlier of (i) the ~~transactions~~termination ~~contemplated~~of by the Business Combination Agreement, dated as of January 31, 2022, by and among the Company, ~~Meridian~~MariaDB ~~MergerSub~~Corporation ~~Inc.,~~Ab ~~Mangomill~~(“MariaDB”) ~~plc,~~ and ~~MariaDB~~the ~~Corporation~~other Abparties thereto (the “~~Closing~~BCA”), toand ~~any~~(ii) upon ~~person~~the orwinding-up ~~entity~~of ~~pursuant~~the toCompany ~~any~~(the ~~forward~~“Maturity ~~purchase~~Date”). ~~agreements~~Upon orthe ~~other~~consummation ~~transfer~~of ~~agreements~~the ~~that~~transactions ~~have~~contemplated ~~been~~by ~~entered~~the ~~into~~BCA ~~prior~~and to the ~~date~~Closing ~~hereof~~(as ordefined toin ~~any~~the ~~individual~~BCA) ~~that~~thereunder, ~~was~~the anentire ~~officer~~unpaid principal balance of the ~~Company~~Note ~~prior~~shall tobe ~~the~~automatically ~~Closing;~~forgiven, ~~provided~~discharged ~~that,~~and ~~upon~~cancelled ~~such~~for ~~transfer,~~no ~~the~~consideration ~~transferee~~and ~~sign~~the aNote ~~joinder~~shall tobe ~~the~~deemed ~~Letter~~terminated ~~Agreement~~as ~~with~~of ~~respect~~immediately prior to ~~paragraphs~~the 1,Closing. 6In ~~and~~the 7event ofthat the ~~Letter~~Note ~~Agreement.~~is ~~The~~not ~~Waiver~~forgiven, ~~was~~then ~~reviewed~~MariaDB ~~and~~shall ~~approved~~pay byto the ~~Company’s~~order ~~board~~ of ~~directors~~Sponsor, (the ~~“Board”),~~entire ~~including~~principal ~~the~~balance ~~independent~~as ~~directors~~shall ofremain unpaid under this Note on the ~~Board~~Maturity Date.

The ~~description~~issuance of the ~~Waiver~~Note inwas ~~this~~made ~~Item~~pursuant ~~1.01~~to isthe ~~qualified~~exemption infrom ~~its~~registration ~~entirety~~contained byin ~~reference~~Section 4(a)(2) ~~to the terms~~ of the ~~Waiver,~~Securities ~~which~~Act isof ~~filed as Exhibit 10~~1933.17 ~~hereto and is incorporated herein by reference.~~

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.18 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following ~~exhibit~~exhibits isare filed with this Form 8-K:

Exhibit No.		Description of ~~Exhibit~~Exhibits
10.17*		Waiver to the Letter Agreement, dated June 21, 2022, by and between the Company and the Sponsor.
10.18		Promissory Note, dated August 30, 2022 between the Company, MariaDB 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
Date: August 30, 2022	By:	/s/ Theodore Wang
	Name:	Theodore Wang
	Title:	Chief Executive Officer

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