Statement of Changes in Beneficial Ownership (4)
19 Dezembro 2022 - 8:13PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Wang Theodore T |
2. Issuer Name and Ticker or Trading Symbol
Angel Pond Holdings Corp
[
POND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
590 MADISON AVENUE, 21ST FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2022 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Ordinary Shares | (1) | 12/16/2022 | | J (1) | | | 6637870 (1) | (2) | (2) | Class A Ordinary Shares | 6637870 (1) | (2) | 0 | I | See Explanation of Responses (3) |
Explanation of Responses: |
(1) | Disposed of pursuant to the business combination agreement dated January 31, 2022 (the "BCA") between MariaDB plc (formerly named Mangomill plc, the "Company") and Angel Pond Holdings Corp. ("APHC") in exchange for ordinary shares, nominal value $0.01 per share, of the Company (the "Combined Company Ordinary Shares"). |
(2) | As described in the issuer's registration statement on Form S-1 (File No. 333-253990), as amended, under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer would automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of, or immediately following, the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments, and have no expiration date. On December 16, 2022, each share of Class B common stock, par value $0.0001 per share, of APHC owned by the reporting persons were cancelled and converted into the right to receive one Combined Company Ordinary Shares, subject to the terms and conditions of the BCA. |
(3) | Shihuang Xie is the director of Lionyet International Ltd. Lionyet International Ltd and Theodore Wang are the co-managing members of Angel Pond Partners LLC and together exercised voting and investment power with respect to the Class B ordinary shares, par value $0.0001 per share, held by Angel Pond Partners LLC. The shares beneficially owned by Angel Pond Partners LLC may have been deemed to be beneficially owned by Mr. Xie, Lionyet International Ltd. and Theodore Wang. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wang Theodore T 590 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10022 | X | X | Chief Executive Officer |
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Xie Shihuang C/O ANGEL POND HOLDINGS 590 MADISON AVENUE, 21ST FLOOR NEW YORK, NM 10022 |
| X |
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Lionyet International Ltd. C/O ANGEL POND HOLDINGS 590 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ Shihuang Xie | | 12/19/2022 |
**Signature of Reporting Person | Date |
/s/ Shihuang Xie, director of Lionyet International Ltd | | 12/19/2022 |
**Signature of Reporting Person | Date |
/s/ Theodore Wang | | 12/19/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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