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Angel Pond Holdings Corp - POND

  • Commons

    $9.79

    +0.61%

    POND Vol: 5.0

  • Warrants

    $0.95

    -5.50%

    POND+ Vol: 4.6K

  • Units

    $10.10

    +2.02%

    POND= Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 259.9M
Average Volume: 11.2K
52W Range: $9.57 - $9.90
Weekly %: +0.93%
Monthly %: +1.14%
Inst Owners: 26

Info

Target: Searching
Days Since IPO: 207
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant
Trust Size: 30000000.0M

Management

Officers, Directors and Director Nominees.” Our co-founders, officers and directors presently have, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our co-founders, officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, and certain of our co-founders, officers and directors are, and may in the future become, an officer or a director of other special purpose acquisition companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For example, William A. Houlihan, one of our director nominees, currently serves as an officer of other special purpose acquisition companies including Thunder Bridge Acquisition II, Ltd. and Thunder Bridge Capital Partners III Inc., and may in the future serve as an officer for any new special purpose acquisition companies affiliated with the sponsors of Thunder Bridge Acquisition II, Ltd. and Thunder Bridge Capital Partners III Inc. Our officers and directors may be subject to a variety of conflicts of interest relating to their responsibilities to other ventures with which they may be affiliated. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other entities. 62 Table of Contents Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours, and our officers and directors may become aware of business opportunities that may be appropriate for presentation to us and such other entities. Accordingly, our directors and officers may have conflicts of interests in determining to which entity a particular business opportunity should be presented. Furthermore, certain of our officers and directors may have a greater financial interest in the performance of such other entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Additionally, our co-founder Simon Xie does not serve as our director or officer and has no fiduciary or contractual duties to present investment opportunities to us. At the same time, Mr. Xie is subject to certain fiduciary or contractual duties to other entities for which he serves as a director or officer, or in another capacity, including entities that may have investment objectives that overlap with ours. As a result of these duties owed to other entities, investment opportunities that may otherwise be suitable for us may not be presented to us by Mr. Xie or our sponsor. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Officers, Directors and Director Nominees,” “Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.” Our co-founders, officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our co-founders, directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our co-founders, directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our co-founders, directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. 63 Table of Contents Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. See the section titled “Description of Securities—Certain Differences in Corporate Law—Shareholder Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, co-founders, officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our sponsor, co-founders, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or existing holders. Our co-founders, officers and directors may also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, co-founders, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business—Effecting our initial business combination—Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, co-founders, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. In January 2021, our initial shareholders on behalf of our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 8,625,000 founder shares. Each of our independent directors currently owns 22,500 of the founder shares, which were transferred from our sponsor to them on March 3, 2021. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 34,500,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 1,125,000 of the founder shares will be surrendered by our sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 8,000,000 private placement warrants (or 8,900,000 warrants if the underwriters’ over-allotment option is 64 Table of Contents exercised in full) for an aggregate purchase price of $8,000,000 (or $8,900,000 if the underwriters’ over-allotment option is exercised in full), or $1.00 per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination. Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.003 per founder share. As a result of this low initial price, our sponsor, its affiliates and our management team stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders. As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares. Risks Relating to Our Securities The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. 65 Table of Contents If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including: • restrictions on the nature of our investments; and • restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including: • registration as an investment company; • adoption of a specific form of corporate structure; and • reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of this offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business 66 Table of Contents combination. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. We have applied to have our units listed on NYSE. We expect that our units will be listed on NYSE on or promptly after the date of this prospectus. Following the date that the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be separately listed on NYSE. We cannot guarantee that our securities will be approved for listing on NYSE. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on NYSE in the future or prior to our initial business combination. In order to continue listing our securities on NYSE prior to our initial business combinati

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 55.75%
% of Float Held by Institutions 55.75%
Number of Institutions Holding Shares 26

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Schonfeld Strategic Advisors LLC 20,275 $200,000 0.0% 0 0.061%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q 10-Q 2021-11-19 https://www.sec.gov/Archives/edgar/data/1842430/000119312521334900/d245615d10q.htm
NT 10-Q NT 10-Q 2021-11-15 https://www.sec.gov/Archives/edgar/data/1842430/000119312521330177/d391900dnt10q.htm
8-K 8-K 2021-11-15 https://www.sec.gov/Archives/edgar/data/1842430/000119312521330163/d248401d8k.htm
8-K 8-K 2021-11-12 https://www.sec.gov/Archives/edgar/data/1842430/000119312521328260/d259301d8k.htm
10-Q 10-Q 2021-08-06 https://www.sec.gov/Archives/edgar/data/1842430/000119312521239279/d182401d10q.htm
8-K 8-K 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842430/000119312521210618/d170008d8k.htm
4 FORM 4 SUBMISSION 2021-07-07 https://www.sec.gov/Archives/edgar/data/1842430/000120919121045864/xslF345X03/doc4.xml
4 FORM 4 SUBMISSION 2021-07-07 https://www.sec.gov/Archives/edgar/data/1842430/000120919121045862/xslF345X03/doc4.xml
8-K 8-K 2021-07-07 https://www.sec.gov/Archives/edgar/data/1842430/000119312521209893/d26460d8k.htm
SC 13G 2021-06-01 https://www.sec.gov/Archives/edgar/data/1842430/000101359421000490/angel13g-051921.htm
8-K 8-K 2021-05-26 https://www.sec.gov/Archives/edgar/data/1842430/000119312521173391/d166496d8k.htm
SC 13G SC 13G 2021-05-26 https://www.sec.gov/Archives/edgar/data/1842430/000119312521173200/d186965dsc13g.htm
8-K 8-K 2021-05-20 https://www.sec.gov/Archives/edgar/data/1842430/000119312521167803/d189291d8k.htm
4 FORM 4 SUBMISSION 2021-05-20 https://www.sec.gov/Archives/edgar/data/1842430/000120919121034336/xslF345X03/doc4.xml
4 FORM 4 SUBMISSION 2021-05-20 https://www.sec.gov/Archives/edgar/data/1842430/000120919121034334/xslF345X03/doc4.xml
424B4 424B4 2021-05-19 https://www.sec.gov/Archives/edgar/data/1842430/000119312521166665/d113914d424b4.htm
EFFECT 2021-05-12 https://www.sec.gov/Archives/edgar/data/1842430/999999999521001900/xslEFFECTX01/primary_doc.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031651/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031629/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031627/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031625/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031620/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031614/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000120919121031607/xslF345X02/doc3.xml
POS AM POS AM 2021-05-11 https://www.sec.gov/Archives/edgar/data/1842430/000119312521157092/d113914dposam.htm
EFFECT 2021-05-06 https://www.sec.gov/Archives/edgar/data/1842430/999999999521001814/xslEFFECTX01/primary_doc.xml
CERT NYSE CERTIFICATION 2021-05-04 https://www.sec.gov/Archives/edgar/data/1842430/000087666121000628/POND050421.pdf
8-A12B 8-A12B 2021-05-04 https://www.sec.gov/Archives/edgar/data/1842430/000119312521149668/d117328d8a12b.htm
CORRESP 2021-05-04 https://www.sec.gov/Archives/edgar/data/1842430/000119312521149201/filename1.htm
CORRESP 2021-05-04 https://www.sec.gov/Archives/edgar/data/1842430/000119312521149198/filename1.htm
CORRESP 2021-04-21 https://www.sec.gov/Archives/edgar/data/1842430/000119312521124655/filename1.htm
S-1/A S-1/A 2021-04-21 https://www.sec.gov/Archives/edgar/data/1842430/000119312521124652/d113914ds1a.htm
UPLOAD 2021-04-19 https://www.sec.gov/Archives/edgar/data/1842430/000000000021004836/filename1.pdf
CORRESP 2021-04-09 https://www.sec.gov/Archives/edgar/data/1842430/000119312521111157/filename1.htm
UPLOAD 2021-04-09 https://www.sec.gov/Archives/edgar/data/1842430/000000000021004292/filename1.pdf
CORRESP 2021-03-31 https://www.sec.gov/Archives/edgar/data/1842430/000119312521101272/filename1.htm
S-1/A S-1/A 2021-03-31 https://www.sec.gov/Archives/edgar/data/1842430/000119312521101268/d113914ds1a.htm
UPLOAD 2021-03-29 https://www.sec.gov/Archives/edgar/data/1842430/000000000021003760/filename1.pdf
S-1/A S-1/A 2021-03-24 https://www.sec.gov/Archives/edgar/data/1842430/000119312521091598/d113914ds1a.htm
CORRESP 2021-03-08 https://www.sec.gov/Archives/edgar/data/1842430/000119312521073290/filename1.htm
S-1 S-1 2021-03-08 https://www.sec.gov/Archives/edgar/data/1842430/000119312521073272/d113914ds1.htm
UPLOAD 2021-03-03 https://www.sec.gov/Archives/edgar/data/1842430/000000000021002556/filename1.pdf
DRSLTR 2021-02-04 https://www.sec.gov/Archives/edgar/data/1842430/000095012321001026/filename1.htm
DRS 2021-02-04 https://www.sec.gov/Archives/edgar/data/1842430/000095012321001023/filename1.htm