NOTE 1.
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Angel Pond Holdings Corporation (the Company) is a blank check company incorporated as
a Cayman Islands exempted company on January 18, 2021. The Company was incorporated for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or
more businesses. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the
JOBS Act).
Our only activities from inception to December 31, 2021 were organizational activities, those necessary to prepare for the
Initial Public Offering (Initial Public Offering) and identifying a target company for a business combination. The Company has selected December 31 as its fiscal year end.
The registration statement for the Companys Initial Public Offering was declared effective on May 12, 2021. On May 20, 2021 the Company
consummated the Initial Public Offering of 25,000,000 units (Units and, with respect to Class A Ordinary Shares included in the Units offered, the Public Shares), generating gross proceeds of $250,000,000, which is
described in Note 3.
Simultaneously with the closing of the Initial Public Offering and on July 2, 2021, the Company consummated the sale of
7,000,000 and 310,297 private placement warrants, respectively (the Private Placement Warrants) at a price of $1 per warrant in a private placement to Angel Pond Partners LLC (the Sponsor), generating gross proceeds of
$7,000,000 and $310,297, respectively, which are described in Note 4.
Following the closing of the Initial Public Offering on May 20, 2021, an
amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (Trust Account) which may be invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 188 days or less or in any open-ended investment company that
holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business
Combination or (ii) the distribution of the Trust Account to the Companys shareholders, as described below.
In connection with the Initial
Public Offering, the underwriters were granted an option to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On June 30, 2021, the underwriters partially exercised their over-allotment option, and on July 2,
2021, the underwriters purchased 1,551,482 Units (the Over-Allotment Units) at an offering price of $10.00 per unit, generating gross proceeds to the Company of $15,514,820. On July 2, 2021, simultaneously with the sale of the
Over-Allotment Units, the Company completed a private placement with the Sponsor for an additional 310,297 warrants at a price of $1.00 per warrant (the Additional Private Placement Warrants), generating gross proceeds of $310,297.
Approximately $15,514,820 of the net proceeds from the Over-Allotment Units and Additional Private Placement Warrants have been deposited in the Trust Account.
Transaction costs amounted to $15,137,827 consisting of $5,310,293 of underwriting fees, $9,293,019 of deferred underwriting fees (see Note 6) and $534,515 of
other costs. $514,236 of the total underwriting costs were expenses in connection with the warrant liability and the balance was charged to equity. In addition, at the closing of the initial public offering, $753,772 of cash was held outside of the
Trust Account and is available for working capital purposes.
The Companys management has broad discretion with respect to the specific application
of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net
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