Exhibit 4.3
POST-AMENDMENT ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement (this “Agreement”) is made as of 16 December, 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (“Angel Pond”), MariaDB Public Limited Company (f.k.a. Mangomill Public Limited Company), a public company limited by shares incorporated in Ireland (the “Company”), Computershare Inc., a Delaware corporation (“Computershare Inc.’’) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare Inc., “Computershare”), as Warrant Agent.
WHEREAS, Angel Pond and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”) entered into to that certain Warrant Agreement, dated as of May 18, 2021, and filed with the United States Securities and Exchange Commission on May 20 2021, (the “Original Warrant Agreement”, as amended by the Warrant Amendment Agreement (as defined below), the “Warrant Agreement”);
WHEREAS, on January 31, 2022, a Business Combination Agreement (the “Business Combination Agreement”) was entered into by and among Angel Pond, the Company, MariaDB Corporation Ab, a Finnish private limited liability company, and Meridian MergerSub Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), which provided, among other matters for the merger, by operation of Cayman Islands’ law, of Merger Sub with and into Angel Pond, with Angel Pond surviving such merger as a direct wholly owned subsidiary of the Company (the “Domestication Merger”);
WHEREAS, pursuant to the Domestication Merger, as contemplated by sections 2.3(a) and (b) of the Business Combination Agreement, each Class A ordinary share and each class B ordinary share of Angel Pond, par value US$0.0001, issued and outstanding immediately prior to the effective time of the Domestication Merger (the ‘‘Domestication Merger Effective Time”), was, by operation of the relevant merger laws, automatically cancelled and converted into the right to receive, by way of allotment and issue, one fully paid and non-assessable ordinary share in the capital of the Company, par value US$0.01 (an “ Ordinary Share”);
WHEREAS, pursuant to the Domestication Merger, as contemplated by section 2.3(c) of the Business Combination Agreement, each Warrant issued and outstanding immediately prior to the Domestication Merger Effective Time remained in issue and outstanding following the Domestication Merger Effective Time, but was, by operation of the relevant merger laws, automatically adjusted, with effect from the Domestication Merger Effective Time, such that it is no longer exercisable for Class A ordinary shares, but instead entitles the holder thereof to subscribe for one Ordinary Share at a price per share of US$11.50 on the terms and subject to the conditions of the Warrant Agreement;
WHEREAS, pursuant to the Domestication Merger, as contemplated by section 2.3(c) of the Business Combination Agreement, with effect from the Domestication Merger Effective Time, the Warrant Agreement was, by operation of the relevant merger laws, automatically assigned to the Company, and the Company automatically assumed all of Angel Pond’s obligations under the Warrant Agreement;
WHEREAS, on December, 2022, Angel Pond, Continental and Computershare entered into a Warrant Amendment Agreement (the “Warrant Amendment Agreement’’) to provide for certain amendments to the Original Warrant Agreement, which took effect upon the Domestication Merger Effective Time, that were considered necessary or desirable to deal with certain matters related to the Domestication Merger, including the appointment of Computershare as successor warrant agent to Continental; and
WHEREAS, capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Warrant Agreement.
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