MariaDB SPAC Presentation Deck slide image

MariaDB SPAC Presentation Deck

DISCLAIMERS (cont'd) There may be additional risks that neither MariaDB nor Angel Pond presently know, or that MariaDB or Angel Pond currently believe are immaterial, that could also cause actual events, results or condition to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect MariaDB's and Angel Pond's expectations, plans, or forecasts of future events and views as of the date of this presentation. MariaDB and Angel Pond anticipate that subsequent events and developments will cause MariaDB's and Angel Pond's assessments to change. However, while MariaDB and Angel Pond may elect to update these forward-looking statements at some point in the future, MariaDB and Angel Pond specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing MariaDB's or Angel Pond's assessments of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be placed upon any forward-looking statements. Additional Information and Where to Find It. This presentation relates to proposed transactions by MariaDB and Angel Pond as well as between MariaDB and Angel Pond. This presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction, U.S. or foreign, in which such offer, sale or exchange would be unlawful prior to applicable registration or qualification or exemption under the securities or other laws of any such jurisdiction. In connection with the Proposed Business Combination, a combined registration statement and proxy statement and other relevant materials are expected to be filed with the SEC. Promptly after the related registration statement is declared effective by the SEC, Angel Pond will mail a definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the special meeting relating to the Proposed Business Combination. Investors and securities holders of Angel Pond and MariaDB are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Proposed Business Combination that are filed with the SEC when they become available, including the complete combined registration statement (which the proxy statement/prospectus is part of), because they will contain important formation about Angel Pond, MariaDB and the roposed Business Combination. The preliminary combined registration statement and proxy statement, the efinitive combined registration statement and proxy statement and other relevant materials in connection with the Proposed Business Combination (when they become available), and any other documents relating to the Proposed Transactions filed with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov). The documents filed with the SEC also may be obtained free of charge at Angel Pond's website at www.angelpond.com or upon written request to 950 Third Avenue, 25th Fl., New York, NY 10022. Participants in Solicitation. MariaDB, Angel Pond and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Angel Pond's shareholders in connection with one or more of the Proposed Transactions, including the Proposed Business Combination. Information about Angel Pond's directors and executive officers and their ownership of Angel Pond's securities is set forth in Angel Pond's final prospectus filed with the SEC on May 19, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Proposed Business Combination may be obtained by reading the combined registration statement and proxy statement regarding the Proposed Business Combination, if and when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. Non-Solicitation. This presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of any of the Proposed Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of MariaDB or Angel Pond, or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction, U.S. or foreign, in which such offer, solicitation or sale would be unlawful prior to applicable registration or qualification or exemption under the securities laws of such state or jurisdiction. Financial Information. The financial information contained in this presentation has been taken from or prepared based on the historical financial statements and certain other financial information of MariaDB for the periods presented. MariaDB's historical and other financial information is prepared in accordance with International Financial Reporting Standards ("IFRS"). None of such information has been audited in accordance with IFRS or generally accepted accounting principles in the U.S. ("U.S. GAAP"), or Public Company Accounting Oversight Board ("PCAOB") standards. We cannot assure you that had the financial statements been compliant with Regulation S-X under the Securities Act of 1933, as amended, or audited in accordance with IFRS, U.S. GAAP or PCAOB standards, there would not be differences and such differences would not be material. An audit of certain of MariaDB's financial statements in accordance with U.S. GAAP and applicable PCAOB standards is in process and will be included in the combined registration statement and proxy statement to be filed with the SEC, which you should review. Accordingly, there will be differences, potentially material, between the presentation of the financial information included in this presentation and in the combined registration statement and proxy statement for the Proposed Business Combination. Use of Projections. This presentation contains certain projected financial information regarding MariaDB and the combined company, including certain revenue information, among others. Such projected financial information is forward- looking and is for illustrative purposes only, and will likely differ, potentially materially, from projected financial information included in a combined registration statement and proxy statement relating to the Proposed Business Combination. It should not be relied upon as being indicative of future results or condition. The estimates and assumptions underlying such projected financial information are inherently uncertain and are subject to many significant business, economic, competitive and other risks and uncertainties. Refer to "Forward-Looking Statements" above. Actual results and condition may differ materially from the results presented in such projected financial information, and the inclusion of such. information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither MariaDB's nor Angel Pond's auditors have audited, reviewed, compiled or performed any procedures with respect to the projected financial information for the purpose of their inclusion in the presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of the presentation. Industry and Market Data; Trademarks. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither MariaDB nor Angel Pond has independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change and recipients should not put undue weight such data. This presentation contains trademarks, service marks, trade names and copyrights of MariaDB, Angel Pond and other companies, which are the property of their respective owners. Proprietary & Confidential MariaDB 3
View entire presentation