10-Q

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 001-40382

ANGEL POND HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

590 Madison Avenue, 21st Floor
New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 878-3702

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of 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 share, par value $0.0001 per share	POND	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022, there were 26,551,482 shares of the Company’s Class A ordinary shares, par value $0.0001 (the “Class A Shares”) and 6,637,870 shares of the Company’s Class B ordinary shares, par value $0.0001 issued and outstanding (the “Class B Shares”).

ANGEL POND HOLDINGS CORPORATION

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION:
Item 1.	Consolidated Financial Statements:		1
	Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and the three months ended September 30, 2021 and for period from January 18, 2021 (date of inception) through September 30, 2021 (Unaudited)		2
	Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for three and nine months ended September 30, 2022 and the three months ended September 30, 2021 and for period from January 18, 2021 (date of inception) through September 30, 2021 (Unaudited)		3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from January 18, 2021 (date of inception) through September 30, 2021 (Unaudited)		4
	Notes to Consolidated Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		24
PART II - OTHER INFORMATION:
Item 1.	Legal Proceedings		25
Item 1A.	Risk Factors		25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3.	Defaults Upon Senior Securities		26
Item 4.	Mine Safety Disclosures		26
Item 5.	Other Information		27
Item 6.	Exhibits		27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ANGEL POND HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30,			December 31,
	2022			2021
	(Unaudited)
ASSETS
Current assets
Cash	$	128,313		$	487,993
Prepaid expenses		263,538			521,584

Total current assets		391,851			1,009,577
Cash and marketable securities held in Trust Account		267,379,265			265,524,231

Total assets	$	267,771,116		$	266,533,808

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	1,460,198		$	781,248
Note payable—related party		150,000			—

Total current liabilities		1,610,198			781,248
Warrant liability		4,332,610			12,516,912
Deferred underwriting fee payable		—			9,293,019

Total liabilities		5,942,808			22,591,179

Commitments and Contingencies
Ordinary Shares subject to possible redemption, 26,551,482 shares at September 30, 2022 and December 31, 2021, at redemption value		267,379,265			265,524,231

Shareholders’ Equity (Deficit):
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 issued and outstanding (excluding 26,551,482 Class A ordinary shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 S hare s authorized; 6,637,870 shares issued and outstanding		664			664
Additional paid in capital		7,140,054			—
Accumulated deficit		(12,691,675	)		(21,582,266	)

Total stockholders’ equity (deficit)		(5,550,957	)		(21,581,602	)

Total liabilities and shareholders’ equity (deficit)	$	267,771,116		$	266,533,808

See accompanying notes to the unaudited consolidated financial statements.


	For the Three Months Ended September 30,						For the Nine Months Ended September 30, 2022			For the Period from January 18, 2021 (Date of Inception) through September 30, 2021
	2022			2021

Formation costs and other operating expenses	$	200,818		$	224,746		$	1,446,676		$	1,021,868

Loss from operations		(200,818	)		(224,746	)		(1,446,676	)		(1,021,868	)
Other Income:
Interest income		1,653,462			3,341			1,855,035			4,205
Change in fair value of warrant liability		3,747,786			3,399,973			8,184,302			3,539,973
Settlement of deferred underwriters payable		—			—			301,639			—

Net income	$	5,200,430		$	3,178,568		$	8,894,300		$	2,522,310

Weighted average shares outstanding of Class A redeemable ordinary shares, basic and diluted		26,551,482			26,517,754			26,551,482			14,314,974
Basic and diluted net income per ordinary share of Class A redeemable shares	$	0.16		$	0.10		$	0.27		$	0.12
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		6,637,870			6,649,818			6,637,870			6,994,271
Basic and diluted net income per share of Class B non-redeemable ordinary shares	$	0.16		$	0.10		$	0.27		$	0.12


	Class A						Class B						Additional						Total
	Ordinary Shares						Ordinary Shares						Paid in			Accumulated			Shareholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity (Deficit)


Balance - January 18, 2021 (date of inception)		—		$	—			—		$	—		$	—		$	—		$	—
Issuance of Class B ordinary shares to sponsor		—			—			7,187,500			719			24,281			—			25,000
Net loss		—			—			—			—			—			(8,847	)		(8,847	)

Balance - March 31, 2021		—			—			7,187,500			719			24,281			(8,847	)		16,153
Sale of 25,000,000 Units, net of underwriters discount and offering costs		25,000,000			2,500			—			—			227,865,729			—			227,868,229
Ordinary shares subject to redemption		(25,000,000	)		(2,500	)		—			—			(227,890,010	)		(22,108,354	)		(250,000,864	)
Net loss		—			—			—			—			—			(647,411	)		(647,411	)

Balance - June 30, 2021		—			—			7,187,500			719			—			(22,764,612	)		(22,763,893	)
Option for sale of 1,551,482 units, net of underwriters discount		1,551,482			155			—			—			14,172,347			—			14,172,502
Forfeiture of Class B ordinary shares		—			—			(549,630	)		(55	)		55			—			—
Ordinary shares subject to redemption		(1,551,482	)		(155	)		—			—			(14,172,402	)		(1,345,604	)		(15,518,161	)
Net income		—			—			—			—			—			3,178,568			3,178,568

Balance - September 30, 2021		—		$	—			6,637,870		$	664		$	—		$	(20,931,648	)	$	(20,930,984	)

Balance - December 31, 2021		—		$	—			6,637,870		$	664		$	—		$	(21,582,266	)	$	(21,581,602	)
Ordinary shares subject to redemption		—			—			—			—			—			(3,709	)		(3,709	)
Net income		—			—			—			—			—			1,221,275			1,221,275

Balance - March 31, 2022		—			—			6,637,870			664			—			(20,364,700	)		(20,364,036	)
Ordinary shares subject to redemption		—			—			—			—			(197,864	)		—			(197,864	)
Settlement of Underwriters discount liability		—			—			—			—			8,991,380			—			8,991,380
Net income		—			—			—			—			—			2,472,595			2,472,595

Balance - June 30, 2022		—			—			6,637,870			664			8,793,516			(17,892,105	)		(9,097,925	)
Ordinary shares subject to redemption		—			—			—			—			(1,653,462	)		—			(1,653,462	)
Net income		—			—			—			—			—			5,200,430			5,200,430

Balance - September 30, 2022		—		$	—			6,637,870		$	664		$	7,140,054		$	(12,691,675	)	$	(5,550,957	)


	For the Nine Months Ended September 30, 2022			For the Period from January 18, 2021 (Date of Inception) through September 30, 2021
Cash flow from operating activities:
Net income	$	8,894,300		$	2,522,310
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned in Trust Account		(1,855,035	)		(4,205	)
Change in fair value of warrant liability		(8,184,302	)		(3,539,973	)
Transaction costs allocable to warrant liability		(301,639	)		733,547
Changes in operating assets and liabilities:
Prepaid expenses		258,046			(579,603	)
Accounts payable and accrued expenses		678,950			13,775

Net cash used in operating activities		(509,680	)		(854,149	)

Cash flows from investing activities:
Investment of cash in Trust Account		—			(265,514,820	)

Net cash used in investing activities		—			(265,514,820	)

Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			260,204,522
Proceeds from sale of Class B ordinary shares		—			25,000
Proceeds from promissory note - related party		150,000			300,000
Proceeds from sale of Private Placement Warrants		—			7,310,297
Repayment of promissory note - related party		—			(300,000	)
Payments of deferred offering costs		—			(534,515	)

Net cash provided by financing activities		150,000			267,005,304

Net change in cash		(359,680	)		636,335
Cash at the beginning of the period		487,993			—

Cash at the end of the period	$	128,313		$	636,335

Non-Cash investing and financing activities:
Initial Classification of Class A shares subject to redemption	$	—		$	265,514,820
Change in value of Class shares subject to redemption		1,855,035			4,205
Deferred underwriting fee payable		—			9,293,019
Settlement of deferred underwriting fee payable recorded in additional paid in capital		8,991,380			—
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			8,850,494


	For the Three Months Ended September 30, 2022				For the nine Months Ended September 30, 2022				For the Three Months Ended September 30, 2021				For the Period from January 18, 2021 (Date of Inception) through September 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B

Basic and diluted net income per share
Numerator:
Allocation of net income, as adjusted	$	4,160,344	$	1,040,086	$	7,115,440	$	1,778,860	$	2,541,292	$	637,276	$	1,694,420	$	827,890
Denominator:
Basic and diluted weighted average ordinary shares outstanding		26,551,482		6,637,870		26,551,482		6,637,870		26,517,754		6,649,818		14,314,974		6,994,271
Basic and diluted net income per share	$	0.16	$	0.16	$	0.27	$	0.27	$	0.10	$	0.10	$	0.12	$	0.12


	Level		September 30, 2022		December 31, 2021
Assets:
Cash and marketable securities held in Trust Account		1	$	267,379,265	$	265,524,231
Liabilities:
Public Warrants		1	$	2,212,624	$	6,814,880
Private Placement Warrants		2	$	2,119,986	$	5,702,032


Input	May 20, 2021
Risk-free interest rate		1.17	%
Expected term (years)		6.5
Expected Volatility		14.3	%
Exercise Price	$	11.50
Stock price	$	9.67


	Private Placement			Public			Warrant Liabilities
Fair value as of January 18, 2021	$	—		$	—		$	—
Initial Measurement on May 20, 2021		7,210,000			8,333,333			15,543,333
Change in valuation inputs or other assumptions (1)(2)		(1,507,968	)		(1,518,453	)		(3,026,421	)
Fair value as of December 31, 2021		5,702,032			6,814,880			12,516,912
Change in valuation inputs or other assumptions (1)(2)		(3,582,046	)		(4,602,256	)		(8,184,302	)
Fair value as of September 30, 2022		2,119,986			2,212,624			4,332,610

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form 10-Q filed by Angel Pond Holdings Corporation