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): July 8, 2021
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 | |||
| (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 8.01 Other Events.
As previously reported on Current Reports on Form 8-K, filed on May 20, 2021, May 26, 2021 and July 7, 2021, Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of an aggregate of 26,551,482 units (the “Units”), including the units sold pursuant to the partial exercise of the underwriters’ over-allotment option of 1,551,482 units. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $265,514,820.
On July 8, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade Class A Ordinary Shares and Warrants comprising the Units commencing on July 9, 2021. The Units not separated will continue to trade on The New York Stock Exchange under the symbol “POND.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on The New York Stock Exchange under the symbols “POND” and “POND WS,” respectively. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated July 8, 2021. | |
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: July 8, 2021 | By: | /s/ Theodore Wang | ||
| Name: Theodore Wang | ||||
| Title: Chief Executive Officer | ||||
Exhibit 99.1
Angel Pond Holdings Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing July 9, 2021
NEW YORK, New York, July 8, 2021 /BusinessWire/ — Angel Pond Holdings Corporation (NYSE: POND.U) (the “Company”) announced that commencing July 9, 2021, holders of the units sold in the Company’s initial public offering of 26,551,482 units may elect to separately trade the Class A ordinary shares and warrants included in the units. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. The Class A ordinary shares and warrants that are separated will trade on The New York Stock Exchange under the symbols “POND” and “POND WS,” respectively. No fractional warrants will be issued upon the separation of the units and only whole warrants will trade. Units that are not separated will continue to trade on The New York Stock Exchange under the symbol “POND.U.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, Telephone: +1-866-471-2526, Email: Prospectus-NY@gs.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: +1-866-803-9204, Email: prospectus-eq_fi@jpmchase.com.
About Angel Pond Holdings Corporation
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While its efforts to identify a target business for such initial business combination may span many industries and regions worldwide, the Company intends to focus on target businesses within the Greater China region, especially on companies within technology-enabled sectors, including, but not limited to, e-commerce, enterprise software and cloud computing, and fintech. The Company is co-founded by Dr. Theodore T. Wang, a former Partner of Goldman Sachs, and Mr. Shihuang “Simon” Xie, a co-founder of China e-commerce company Alibaba Group.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the timing of the separation of the units sold in the Company’s initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Axel Jin
info@angelpond.com
+1-212-878-3702
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