10-K/A

August 2
9
, 2022

Angel Pond Holdings Corporation

/s/ Theodore T. Wang

Theodore T. Wang

Chief Executive Officer

(Principal Executive Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

0-K/A

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

001-40382

ANGEL POND HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

45 East 85 th Street, 9E New York, NY		10028
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212)

878-3702

Not applicable

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


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Class A Ordinary Shares, par value $0.0001 per share	POND	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	POND WS	The New York Stock Exchange
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	POND.U	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation

S-K

is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form

10-K

or any amendment to this Form

10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐


Auditor Firm Id: 206		Auditor Name: MaloneBailey, LLP		Auditor Location: Houston, Texas

As of December 31, 2021, the last business day of the registrant’s most recently completed fiscal year, the aggregate market value of the units outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price on December 31, 2021 for shares and units, trading on such date, as reported on the NYSE, was $256.5 million. The Registrant’s Units began trading on NYSE on May 20, 2021, and the Registrant’s Class A ordinary shares began trading separately on NYSE on July 8, 2021.

As of March 15, 2022, there were 26,551,482 Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”) and 6,637,870 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”), of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

This amendment is being filed to revise typographical errors in the table set forth under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Item 12 of the Form

10-K

for the fiscal year ended December 31, 2021 and filed with the Securities and Exchange Commission on March 15, 2022 (the “Form

10-K”).

This Amendment revises the presentation of certain information regarding beneficial ownership of the Company’s Class B Ordinary Shares and corrects the typographical error by replacing “Class A Ordinary Shares” with “Class B Ordinary Shares”. Except as expressly set forth herein, no other portion of the Form

10-K

is being amended and this amendment does not reflect any events occurring after the filing of the Form

10-K.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 15, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

•

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

•

each of our executive officers and directors that beneficially owns our ordinary shares; and

•

all our executive officers and directors as a group.

In the table below, beneficial ownership is based on 33,189,352 ordinary shares, which includes 26,551,482 Class A Ordinary Shares and 6,637,870 Class B Ordinary Shares outstanding as of March 15, 2022. Voting power represents the combined voting power of Class A Ordinary Shares and Class B Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Class A Ordinary Shares and the Class B Ordinary Shares vote together as a single class. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a

one-for-one

basis. The table below does not include the Class A Ordinary Shares underlying the private placement warrants held or to be held by our officers or sponsor because these securities are not exercisable within 60 days of this report.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.


	Class B Ordinary Shares					Approximate Percentage
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			of Outstanding Ordinary Shares
Angel Pond Partners LLC (our sponsor)(2)(3)		6,592,870		99.3	%		19.9	%
Theodore T. Wang(3)(4)		6,592,870		99.3	%		19.9	%
Shihuang “Simon” Xie(3)(4)		6,592,870		99.3	%		19.9	%
Mary Ann Cloyd		22,500		*			*
William A. Houlihan		22,500		*			*
Linden Capital L.P.(6)		—		—			—
All directors and executive officers as a group (3 individuals)(3)(4)		6,637,870		100	%		20.0	%

*	less than 1%

(1)	Unless otherwise noted, the business address of each of the following is 45 East 85 th Street, 9E, New York, NY 10028.

(2)

Interests shown consist solely of founder shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination on a

one-for-one

basis, subject to adjustment, as described in the section entitled “Description of Securities” of the final prospectus filed on May 19, 2021 with the SEC.

(3)

Angel Pond Partners LLC, our sponsor, is the record holder of the shares reported herein. Dr. Wang and an entity wholly owned and controlled by Mr. Xie are the

co-managers

of our sponsor and have joint voting and investment discretion with respect to the ordinary shares held of record by Angel Pond Partners LLC. Accordingly, the shares held by our sponsor may be deemed to be equally beneficially held by Dr. Wang and Mr. Xie. Dr. Wang and Mr. Xie disclaim beneficial ownership of the ordinary shares held of record by Angel Pond Partners LLC, except to the extent of any pecuniary interest therein.

(4)

On March 15, 2021, our sponsor entered into forward purchase arrangements with certain institutional and professional accredited investors with whom Dr. Wang and Mr. Xie had

pre-existing

professional relationships pursuant to which our sponsor has agreed to transfer a total of 1,600,000 founder shares for upfront cash payments of $3.00 per share and 1,600,000 private placement warrants for upfront cash payments of $1.00 per warrant, for total aggregate consideration of $6,400,000, which our sponsor received prior to the date of the IPO. On January 28, 2022, our sponsor entered into another forward purchase arrangement pursuant to which our sponsor has agreed to transfer a total of 10,000 founder shares for upfront cash payments of $3.00 per share for total aggregate consideration of $30,000. These transactions were private resales to investors in reliance on the private placement doctrine and the

so-called

“4(a)(1

)” exemption, and all of the resales were to sophisticated investors who are either qualified institutional buyers (as defined in Rule 144A under the Securities Act) or accredited investors (as defined in Rule 502 under the Securities Act) who had

pre-existing

relationships with the founders. These arrangements will be used by our sponsor to purchase a portion of the private placement warrants from us. The sponsor’s obligation to transfer the founder shares and private placement warrants pursuant to these arrangements is contingent upon consummation of an initial business combination and the expiration or termination of any

lock-up

arrangements in respect of those securities, including the

lock-up

arrangements described herein. Until the transfers are consummated, the sponsor will retain total voting and disposition control over the founder shares subject to the forward purchase agreements, subject to the future delivery obligations. In the event that an initial business combination is not consummated, the counterparties in these transactions will not receive any founder shares, private placement warrants or other consideration, and neither the sponsor nor the counterparties have any discretionary rights to unwind or otherwise redeem the securities.

(5)	Linden Capital L.P. may have an interest in 750,000 founder shares upon the satisfaction of certain conditions, including the consummation of an initial business combination, as further described in footnote 4.

PART IV

Item 15.

Exhibits, Financial Statements and Financial Statement Schedules

EXHIBIT INDEX


Exhibit No.		Description

31.1**		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2**		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101**

**	Filed herewith

SIGNATURES

Pursuant to the requirements of Section13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Name	Position	Date

/s/ Theodore T. Wang	Chief Executive Officer and Chairman	August 2 9 , 2022
Theodore T. Wang	(Principal Executive Officer)

/s/ Hanchen Jin	Chief Financial Officer	August 2 9 , 2022
Hanchen Jin	(Principal Financial and Accounting Officer)

/s/ William A. Houlihan	Director	August 2 9 , 2022
William A. Houlihan


/s/ Samuel L. Milbank	Director	August 29, 2022
Samuel L. Milbank

/s/ Mary Ann Cloyd	Director	August 29, 2022
Mary Ann Cloyd