SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Angel Pond Partners LLC

(Last)

(First)

(Middle)

C/O ANGEL POND HOLDINGS

950 THIRD AVENUE 25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Angel Pond Holdings Corp [ POND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾⁽²⁾	01/28/2022		J⁽¹⁾⁽²⁾			0	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Ordinary Shares	0	⁽¹⁾⁽²⁾	6,637,870	D

Explanation of Responses:

1. On January 28, 2022, Angel Pond Partners LLC, Lionyet International Ltd., Theodore Wang and Shihuang Xie agreed to sell 10,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Shares"), of Angel Pond Holdings Corp. (the "Issuer") to Chi Zhang for a nominal consideration pursuant to a forward purchase agreement. As described in the issuer's registration statement on Form S-1 (File No. 333-253990), as amended, under the heading "Principal Shareholders," the obligation to deliver the Class B Shares pursuant to the prepaid forwards is triggered by the consummation of an initial business combination. Until the transfers are consummated, Angel Pond Partners LLC will retain total voting and disposition control over the founder shares subject to the forward purchase agreements, subject to the future delivery obligations.

2. (Continued from Footnote 1): On January 28, 2022, Angel Pond Partners LLC, Lionyet International Ltd., Theodore Wang and Shihuang Xie agreed to sell 10,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Shares"), of Angel Pond Holdings Corp. (the "Issuer") to Chi Zhang for a nominal consideration pursuant to a forward purchase agreement. As described in the issuer's registration statement on Form S-1 (File No. 333-253990), as amended, under the heading "Principal Shareholders," the obligation to deliver the Class B Shares pursuant to the prepaid forwards is triggered by the consummation of an initial business combination. Until the transfers are consummated, Angel Pond Partners LLC will retain total voting and disposition control over the founder shares subject to the forward purchase agreements, subject to the future delivery obligations.

Remarks:

	Theodore T. Wang	02/02/2022
	** 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).
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