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): ~~August~~September 3015, 2022 (September 14, 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, 25th Floor New York, NY		10022
45 East 85th Street, 9E New York, NY		10028
(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	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 ~~August~~September 3014, 2022, ~~Angel~~Mangomill ~~Pond~~plc ~~Holdings Corporation~~ (~~the~~ “~~Company~~Mangomill”) ~~issued~~and ~~a promissory note (the “Note”) in the principal amount of up to $250,000 to~~ Angel Pond Partners LLC (the “Sponsor”). ~~The~~signed ~~Note~~an ~~was~~intra-group ~~issued~~loan inagreement ~~connection~~(the ~~with~~“Loan ~~advances~~Agreement”) whereby the Sponsor ~~may~~shall make inavailable ~~the future~~ to ~~the~~Mangomill ~~Company~~a ~~for~~loan ~~costs~~facility ~~and~~in ~~expenses~~an ~~related~~aggregate toamount ~~the~~of ~~Company’s continued operation and any potential business combination~~EUR263,063.50 ~~The~~to ~~Note~~be isadvanced ~~non-interest~~upon ~~bearing~~Mangomill’s ~~and~~written isrequest ~~payable~~at onany ~~the~~time ~~earlier~~between ~~of (i)~~ the ~~termination~~date of the ~~Business~~Loan ~~Combination~~ Agreement, ~~dated~~and asthe oftime ~~January 31,~~and ~~2022,~~date byon ~~and~~which ~~among~~ the ~~Company,~~cross-border merger of MariaDB Corporation Ab ~~(“MariaDB”)~~with and ~~the~~into ~~other~~Mangomill ~~parties~~becomes ~~thereto~~effective (the “~~BCA”),~~Effective ~~and (ii) upon the winding-up of the Company (the “Maturity Date~~Time”). ~~Upon~~The ~~the~~Note ~~consummation~~is ofnon-interest ~~the~~bearing ~~transactions~~and ~~contemplated~~is bypayable ~~the~~on ~~BCA and~~ the ~~Closing~~Sponsor’s ~~(as~~written ~~defined~~demand into ~~the BCA) thereunder~~Mangomill, ~~the~~or ~~entire~~in ~~unpaid~~absence ~~principal balance~~ of ~~the~~such ~~Note~~prior ~~shall be automatically forgiven~~demand, ~~discharged~~all ~~and~~outstanding ~~cancelled~~principal ~~for~~will nobe ~~consideration~~due and ~~the~~payable ~~Note shall be deemed terminated as of immediately prior~~ to the ~~Closing. In the event that the Note is not forgiven, then MariaDB shall pay to the order of~~ Sponsor, ~~the entire principal balance as shall remain unpaid under this Note~~ on the ~~Maturity~~Effective ~~Date~~Time.

The issuance of the ~~Note~~Loan Agreement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933.

The foregoing description is qualified in its entirety by reference to the ~~Note~~Loan Agreement, a copy of which is filed as Exhibit 10.1819 and 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
10.18		Promissory Note, dated August 30, 2022 between the Company, MariaDB and the Sponsor
10.19		Loan Agreement, dated September 14, 2022 between the Mangomill plc and the Sponsor
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: August 30, 2022	By:	/s/ Theodore Wang
Date: September 15, 2022	By:	/s/ Theodore Wang
	Name:	Theodore Wang
	Title:	Chief Executive Officer

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