MariaDB SPAC Presentation Deck slide image

MariaDB SPAC Presentation Deck

DISCLAIMERS DISCLAIMERS, FORWARD-LOOKING STATEMENTS AND CAUTIONARY LANGUAGE Disclaimers. This presentation is for informational purposes only. It shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions, U.S. or foreign, in which such offer, solicitation or sale would be unlawful. This presentation has been prepared to assist interested parties in making their own evaluation with respect to an investment (the "Proposed MariaDB Investment") in MariaDB Corp AB, a Finnish corporation ("MariaDB"), a potential business combination (the "Proposed Business Combination") between Angel Pond Holdings Corporation, a Cayman Islands corporation ("Angel Pond"), and MariaDB (the Proposed MariaDB Investment, the Proposed Business Combination and the related transactions, collectively, the "Proposed Transactions") and for no other purpose. Neither the Securities and Exchange Commission ("SEC") nor any securities commission of any other U.S. or foreign jurisdiction has approved or disapproved of the Proposed Transactions or determined that this presentation is truthful or complete. Any representation to the contrary is a criminal offense. No representations or warranties, express or implied, are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will MariaDB, Angel Pond or any of their respective subsidiaries, shareholders, affiliates, representatives, directors, officers, employees, advisors, or agents be responsible or liable for a direct, indirect, or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection there with. In addition, this presentation does not purport to be all-inclusive or to contain all the information, including material, that may be required to make a full analysis of MariaDB or any of the Proposed Transactions. Recipients of this presentation should each make their own evaluation of MariaDB and the Proposed Transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. The information contained herein is as of January 12,2022 (financial data generally represents actuals through September 2021), and does not reflect any subsequent events or changes, which may be material. The distribution of this presentation may also be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any restrictions. The recipient acknowledges that it is (a) aware that the U.S. securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. The recipients of this presentation are not to construe the contents of this presentation, or any prior or subsequent communications from MariaDB, Angel Pond or any of its agents, advisors or representatives, as legal, tax or business advice. Prior to making a decision regarding any of the Proposed Transactions described in or contemplated by this presentation, any recipient should consult such recipient's own legal counsel and tax, business and other advisors and carefully review all aspects of the presentation and the applicable Proposed Transactions. Neither MariaDB nor Angel Pond make any representations to the tax treatment of ownership, purchase or disposition of any of the securities referenced herein or otherwise regarding the Proposed Transactions. The information contained in this presentation and any additional materials related here to are confidential unless specifically stated otherwise and are not to be disclosed to persons other than the intended recipient and its legal and other advisors, if any, who are also bound to confidentiality. This presentation may not be reproduced or copied, in whole or in part, and may not be distributed to anyone other than the persons described above. Forward-Looking Statements and Cautionary Language. Certain statements included in this presentation that are not historical facts are forward-looking statements, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "could," "plan," "predict," "potential," "projected," "seem," "seek," "future," "outlook," and similar words and expressions that predict or indicate future circumstances, events or trends or that otherwise are not statements of historical matters. These forward- looking statements include, but are not limited to, statements regarding MariaDB's business strategy, estimated total addressable market, commercial and operating plans, product development plans, customers, and projected financial condition and performance, and actions by investors and shareholders in MariaDB and Angel Pond and the outcome of the Proposed Transactions. These statements are based on various estimates and assumptions, whether or not identified in this presentation, and on the current expectations of the respective management of MariaDB and Angel Pond and others, and are not predictions of actual actions, events or performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from estimates and assumptions made, sometimes materially. Many actual events and circumstances are beyond the control of MariaDB and Angel Pond. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, that MariaDB may be unable to successfully commercialize its products or expand its markets; the effects of competition on MariaDB's business; the uncertainty of the projected financial information with respect to MariaDB; disruptions and other impacts to MariaDB's business as a result of the COVID-19 pandemic and other global health or economic crises; changes in customer and potential customer demand; the parties may be unable to successfully or timely consummate one or more of the Proposed Transactions, including the risk that any regulatory (including foreign, SEC or securities exchange) approvals or necessary actions are not obtained, delayed r are subject to un anticipated conditions that could adversely affect the combined company xpec benefits any the Proposed Transactions, or t the approval of shareholders of MariaDB or Angel Pond is not obtained; failure to realize the anticipated benefits of the equity bridge financing (including failure to raise the estimated $100 million or any lower amount) or any of the Proposed Transactions (including failure to raise $50 million or any lower amount in the PIPE financing); the amount of redemption or similar requests made by MariaDB's or Angel Pond's shareholders (including the potential that Angel Pond's shareholders could redeem significantly more than 0% of their shares in connection with the Proposed Business Combination, which would cause, among other things, potentially significantly less cash from its trust to be provided to the combined company); and those factors discussed elsewhere in this presentation and in Angel Pond's final prospectus filed with the SEC on May 19, 2021, including under the heading "Risk Factors," and other documents Angel Pond has filed, or may file, with the SEC. If any of these risks materialize or the estimates or assumptions prove incorrect, actual results could differ materially from the events, results and condition implied by these forward-looking statements. Proprietary & Confidential MariaDB 2
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