MariaDB Corp AB entered into a non-binding letter of intent to acquire Angel Pond Holdings Corporation (NYSE:POND) from Siu Min Wong, Angel Pond Partners LLC, Linden Advisors LP, Linden GP LLC and others in a reverse merger transaction on October 26, 2021. MariaDB Corporation Ab entered into an agreement to acquire Angel Pond Holdings Corporation (NYSE:POND) from Siu Min Wong, Angel Pond Partners LLC, Linden Advisors LP, Linden GP LLC and others for approximately $610 million in a reverse merger transaction on January 31, 2022. Subject to the terms of the merger agreement, the aggregate share consideration to be paid to MariaDB shareholders and deemed set aside for vested equity awards in connection with the merger is expected to comprise up to 62.8 million combined company ordinary Shares, with an implied value of up to approximately $628.1 million. As part of the transaction, existing shareholders of MariaDB will roll over equity into the combined company. Assuming no redemptions of shares by APHC Shareholders, it is anticipated that, upon the closing of the merger, APHC shareholders will retain an ownership interest of approximately 28.7% in the combined company while the MariaDB Shareholders will own approximately 62%. In connection with the business combination, the combined company will change its name to “MariaDB plc”. Upon closing of the transaction, the combined company will be named MariaDB plc and led by MariaDB's Chief Executive Officer Michael Howard. It is expected that the current senior management of MariaDB will comprise the senior management of the combined company, and the board of directors of the combined company will consist of Michael Howard, the current Chief Executive Officer of MariaDB, Alexander B. Suh, Theodore T. Wang, the current Chairman and Chief Executive Officer of APHC, Christine Russell, Harold R. Berenson, and Jurgen Ingels.

The transaction is subject to approval of the shareholders of both MariaDB and APHC, a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission, approval by the New York Stock Exchange to list the ordinary shares of resulting issuer, APHC's available cash shall not be less than $100 million, the consummation of a private placement for an aggregate proceeds of $18.2 million, the Final Order shall have been issued by the Irish High Court, receipt of applicable regulatory approvals and any applicable waiting period under the HSR Act shall have expired or been terminated. The respective Boards of Directors of MariaDB and APHC have unanimously approved the transaction. The APHC Board unanimously recommends that shareholders vote for the merger. The shareholders meeting of APHC is scheduled on November 30, 2022. On November 22, 2022, Angel Pond convened the Special Meeting held in connection with the merger agreement and approved the transaction. As of October 24, 2022, the Registration Statement on Form S-4, as amended, for the merger has been declared effective by the U.S. Securities and Exchange Commission. The transaction is expected to close in the second half of FY2022. As of October 5, 2022, the closing of the merger is expected to occur before the end of 2022.

Edward Wes, Gina Eiben, Jens Fischer, Eric DeJong, Wendy Moore, Bryan Smith, Chris Williams and Jessica North of Perkins Coie LLP, Fondia Oyj (HLSE:FONDIA), Matheson Ormsby Prentice and Conyers are acting as legal advisors to MariaDB. Paul J. Shim and Adam Brenneman of Cleary Gottlieb Steen & Hamilton and Cian McCourt and Connor Manning of Arthur Cox LLP acted as legal advisors to APHC. Hannes Snellman Attorneys Ltd and Maples and Calder (Cayman) are also serving as legal advisors to APHC. J.P. Morgan Securities LLC is acting as capital markets advisors to Angel Pond. Morrow Sodali LLC acted as proxy solicitor to APHC and MariaDB. APHC and MariaDB will pay Morrow Sodali LLC a fee of $32,500 plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to APHC. Perkins Coie LLP acted as due diligence provider to MariaDB while Cleary Gottlieb Steen & Hamilton LLP acted as due diligence provider to Angel Pond.