FREQUENTLY USED TERMS

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

QUESTIONS AND ANSWERS

SUMMARY

SELECTED HISTORICAL FINANCIAL INFORMATION OF APHC

SELECTED HISTORICAL FINANCIAL INFORMATION OF MARIADB

SELECTED FINANCIAL DATA OF THE COMBINED COMPANY ON A PRO FORMA BASIS

RISK FACTORS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

SPECIAL MEETING OF THE SHAREHOLDERS OF APHC IN LIEU OF THE 2022 GENERAL ANNUAL MEETING OF APHC SHAREHOLDERS

THE BUSINESS COMBINATION

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

CERTAIN MATERIAL IRISH TAX CONSIDERATIONS

THE MERGER AGREEMENT AND RELATED AGREEMENTS

REGULATORY MATTERS RELATED TO THE BUSINESS COMBINATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

INFORMATION ABOUT APHC

MANAGEMENT OF APHC

APHC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INFORMATION ABOUT MARIADB

MARIADB MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT OF THE COMBINED COMPANY

EXECUTIVE AND DIRECTOR COMPENSATION OF MARIADB

DESCRIPTION OF THE COMBINED COMPANY SECURITIES

SHARES ELIGIBLE FOR FUTURE SALE

COMPARISON OF SHAREHOLDER RIGHTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

BENEFICIAL OWNERSHIP OF SECURITIES

PRICE RANGE OF SECURITIES AND DIVIDENDS

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

PROPOSAL NO. 2—THE IRISH DOMESTICATION MERGER PROPOSAL

PROPOSAL NO. 3—THE APHC ARTICLES PROPOSAL

PROPOSAL NO. 4—THE ISSUANCE PROPOSAL

PROPOSAL NO. 5—THE IRISH HOLDCO ARTICLES PROPOSAL

PROPOSAL NO. 6—THE ELECTION PROPOSAL

PROPOSAL NO. 7—THE 2022 EQUITY INCENTIVE PLAN PROPOSAL

PROPOSAL NO. 8—THE NAME CHANGE PROPOSAL

PROPOSAL NO. 9—THE ADJOURNMENT PROPOSAL

ACCOUNTING TREATMENT

LEGAL MATTERS

EXPERTS

APPRAISAL RIGHTS

HOUSEHOLDING INFORMATION

TRANSFER AGENT AND REGISTRAR

FUTURE SHAREHOLDER PROPOSALS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Why am I receiving this proxy statement/prospectus?

APHC Shareholders are being asked to consider and vote upon and to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, among other proposals. We have entered into the Merger Agreement, providing for, among other things, the merger of MariaDB with and into Irish Holdco, with Irish Holdco continuing as the surviving corporation. You are being asked to vote on the Business Combination and certain related matters. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

When and where is the Special Meeting?

The Special Meeting will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and virtually via live webcast at https://www.cstproxy.com/angelpond/2022, on November 30, 2022, at 11:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/angelpond/2022, where you will be able to listen to the meeting live, ask questions relating to the resolutions to be put to the Special Meeting and to vote during the meeting. Additionally, you have the option to listen only to the Special Meeting by dialing 1 800-450-7155 (toll-free within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 3943639#, but please note that you cannot vote during the meeting or ask questions if you choose to participate telephonically.

What are the specific proposals on which I am being asked to vote at the Special Meeting?

Public Shareholders are being asked to approve the following proposals:

Business Combination Proposal—To consider and vote upon and to approve by an ordinary resolution under Cayman Islands law the entry into the Merger Agreement, a copy of which is attached to this

proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including, among other things, the Merger (Proposal No. 1);

Irish Domestication Merger Proposal—To consider and vote upon and to approve by a special resolution under Cayman Islands law the merger of Merger Sub with and into APHC, with APHC continuing as the surviving corporation (Proposal No. 2);

APHC Articles Proposal—To consider and vote upon and to approve by a special resolution under Cayman Islands law the adoption of the Amendment and Restatement of the APHC Amended and Restated Memorandum and Articles of Association, a copy of which is attached to this proxy statement/prospectus as Annex B (Proposal No. 3);

Issuance Proposal—To consider and vote upon and to approve by an ordinary resolution under Cayman Islands law, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the total Combined Company Ordinary Shares and a change of control of APHC, in connection with the Merger (Proposal No. 4);

Irish Holdco Articles Proposal—To consider and approve, on a non-binding basis, the adoption by Irish Holdco of the Amended Irish Holdco Memorandum and Articles of Association, a copy of which is attached to this proxy statement/prospectus as Annex C (Proposal No. 5);

Election Proposal—To consider and approve, on a non-binding basis, the election of directors to the Irish Holdco Board in accordance with the Merger Agreement (Proposal No. 6);

2022 Equity Incentive Plan Proposal—To consider and approve, on a non-binding basis, the adoption by Irish Holdco of the 2022 Equity Incentive Plan, in the form attached to this proxy statement/prospectus as Annex D (Proposal No. 7);

Name Change Proposal—To consider and approve, on a non-binding basis, the change of the name of Irish Holdco to “MariaDB plc” (Proposal No. 8); and

Adjournment Proposal—To consider and vote upon and to approve by an ordinary resolution under Cayman Islands law to allow the chairperson of the Special Meeting to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus/information statement is provided to shareholders (Proposal No. 9).

Is the Business Combination conditioned on shareholder approval of all the Required Proposals?

Yes. The Business Combination is conditioned on the approval of the Business Combination Proposal, the Irish Domestication Merger Proposal, the APHC Articles Proposal, the Issuance Proposal, the Irish Holdco Articles Proposal, the Election Proposal, the 2022 Equity Incentive Plan Proposal and the Name Change Proposal (together, the “Required Proposals”) at the Special Meeting. If we fail to obtain sufficient votes for the Required Proposals, we will not satisfy the conditions to closing of the Merger Agreement (unless waived by the required parties) and we will be prevented from closing the Business Combination. It is important for you to note that in the event that the Required Proposals do not receive the requisite vote for approval, we will not (unless appropriate waivers are obtained) consummate the Business Combination.

Why is APHC proposing the Irish Domestication Merger?

The APHC Board believes that it is in the best interests of APHC and APHC Shareholders to effect the Irish Domestication Merger as part of the Business Combination which will lead to the ultimate surviving entity

of the Business Combination being an Irish incorporated public limited company, in order to take advantage of the favorable business and tax regime in Ireland, that would otherwise be unavailable to the Combined Company if it were to conduct an operating business in the United States as a foreign corporation from certain other potential jurisdictions, such as the Cayman Islands, following the Business Combination. In addition, the APHC Board believes Ireland provides a recognized body of corporate law that will facilitate effective corporate governance by the Combined Company’s officers and directors. Ireland maintains a favorable legal and regulatory environment in which to operate. For many years, Ireland has followed a policy of encouraging companies to incorporate there and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Ireland as their domicile or have subsequently reincorporated in Ireland. Due to Ireland’s longstanding policy of encouraging incorporation in its jurisdiction and consequently its prevalence as a country of incorporation, Irish courts have developed considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the Irish Companies Act and establishing public policies with respect to Irish corporations. It is anticipated that the Irish Companies Act will continue to be interpreted and explained in a number of significant court decisions that should provide greater predictability with respect to the Combined Company’s corporate legal affairs.

What is involved with the Irish Domestication Merger?

The Irish Domestication Merger will require APHC and Merger Sub to file the Plan of Merger and the required approvals as detailed in the Irish Domestication Merger Proposal, with the Registrar of Companies in the Cayman Islands, in accordance with the applicable provisions of the Cayman Island Companies Act. At the Irish Domestication Merger Effective Time, Merger Sub will merge with and into APHC, the separate corporate existence of Merger Sub will cease, and APHC will continue its existence under the Cayman Islands Companies Act after the merger as a wholly owned subsidiary of Irish Holdco.

When do you expect that the Irish Domestication Merger will be effective?

The Irish Domestication Merger is expected to become effective shortly prior to the Merger Effective Time.

How will the Irish Domestication Merger affect my securities of APHC?

Pursuant to the Irish Domestication Merger, and without further action by APHC Shareholders, each APHC Class A Ordinary Share outstanding immediately prior to the Irish Domestication Merger Effective Time will be automatically cancelled and convert into the right to receive one Combined Company Ordinary Share and, as a result of the approval and adoption of APHC Articles Proposal, each APHC Class B Ordinary Share outstanding immediately prior to the Irish Domestication Merger Effective Time will be automatically cancelled and convert into the right to receive one Combined Company Ordinary Share. By virtue of the Irish Domestication Merger and without any action on the part of any holder of APHC Warrants, each APHC Warrant that is outstanding immediately prior to the consummation of the Irish Domestication Merger will be automatically adjusted to entitle the holder thereof to acquire Combined Company Ordinary Shares rather than APHC Class A Ordinary Shares and each issued and outstanding APHC Public Unit, consisting of one APHC Class A Ordinary Share and one-third of one APHC Public Warrant, that has not been previously separated into its component parts upon the request of the holder thereof, will be automatically separated into its component parts and entitle the holder thereof to one Combined Company Ordinary Share and one-third of one Combined Company Public Warrant to acquire one Combined Company Ordinary Share.

What are the U.S. federal income tax consequences of the Irish Domestication Merger?

As discussed more fully under the section titled “Material U.S. Federal Income Tax Considerations,” APHC intends for the Irish Domestication Merger to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Irish Domestication Merger so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations,” U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) should not recognize gain or loss for U.S. federal income tax purposes. Because APHC is a special purpose acquisition company with no current active business, it is likely that it was a PFIC for U.S. federal income tax purposes for the fiscal year ended December 31, 2021 and it may or may not be a PFIC in the current taxable year. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code, which generally require that a U.S. person who disposes of stock of a PFIC (including for the purpose of exchanging APHC Public Warrants for newly issued Combined Company Public Warrants in the Irish Domestication Merger) must recognize gain equal to the excess, if any, of the fair market value of the Combined Company Ordinary Shares or Combined Company Public Warrants received in the Irish Domestication Merger and the U.S. holder’s adjusted tax basis in the corresponding APHC Class A Ordinary Shares and APHC Public Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. However, these proposed Treasury Regulations, if finalized in their current form, provide an exception for stock of a PFIC that is exchanged for stock of the acquiring foreign corporation in an F Reorganization. Accordingly, assuming the Irish Domestication Merger qualifies as an F Reorganization, the proposed Treasury Regulations, if finalized in their current form, would not require a U.S. holder of APHC Class A Ordinary Shares or APHC Public Warrants to recognize gain on the exchange of such shares or warrants for Combined Company Ordinary Shares or Combined Company Public Warrants pursuant to the Irish Domestication Merger. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Irish Domestication Merger, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.” Each U.S. holder of APHC Class A Ordinary Shares or APHC Public Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of APHC Class A Ordinary Shares and APHC Public Warrants for Combined Company Ordinary Shares and Combined Company Public Warrants pursuant to the Irish Domestication Merger.

Why is APHC proposing the Business Combination?

We are a special purpose acquisition company incorporated as a Cayman Islands exempted company on January 18, 2021 and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our acquisition plan is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. However, we (a) must complete an initial business combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding amounts disbursed, if permitted, and any Deferred Discount) at the time of the agreement to enter into the initial business combination and (b) are not, under the APHC Amended and Restated Memorandum and Articles of Association, permitted to effect an initial business combination with a special purpose acquisition company or a similar company with nominal operations.

Technology-Enabled Growth Companies: Companies that operate in markets and industry verticals in technology-enabled sectors that are growing due to new trends in consumer behavior with a focus on sectors including, without limitation, e-commerce; enterprise software and cloud computing; and fintech. We focus on companies that use and integrate technology to drive meaningful operational improvements and efficiency gains, or use technology solutions, including innovative business models and/or product offerings, to disrupt existing business models and create new paradigms that have large market potential. Experience of the Sponsor’s founders with early investments in companies such as Kuaidi Dache and Meituan speak to these philosophies. We seek to exclude businesses that are extremely sensitive to geopolitical and regulatory conditions;

Sustainable Competitive Differentiation and Superior Economic Models: Companies that we believe have strong competitive moats that, in our view, can provide true differentiation and form the basis of long-term growth and generate strong and stable cash flows over time. We believe such companies can benefit from our team’s experience, extensive network and industry insights to drive growth and enhance revenue and operational efficiencies;

Within Our Relationship Nexus: Companies that are within our networks of relationships with founders, operators, investors and advisors; where we can proprietarily source opportunities for our initial business combination;

Led by Strong Target Management Teams: Companies that have strong management teams with a proven track record of driving growth, building long-term competitive advantage and making sound strategic decisions; to the extent we believe it will enhance our shareholder value, we seek to selectively supplement and enhance the capabilities of the target business’s management team by recruiting additional talent through our network of relationships;

Public-Company Ready: Companies where we have a differentiated view on the ability of the target to create value as a public company; that will be ready in the near-term to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place; and which we believe will be well-received by public investors; and

Represent a Compelling Value Proposition: Companies that offer risk-adjusted equity returns for Public Shareholders, with potential value creation and growth acceleration opportunities.

Why is APHC providing APHC Shareholders with the opportunity to vote on the Business Combination?

Under the APHC Amended and Restated Memorandum and Articles of Association and the Trust Agreement, we must provide all holders of APHC Class A Ordinary Shares with the opportunity to have their APHC Class A Ordinary Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, we have elected to provide APHC Shareholders with the opportunity to have their APHC Class A Ordinary Shares redeemed in connection with a shareholder vote rather than a tender offer. In addition, such approval is also a condition, among other conditions, to the closing of the Merger.

What will happen in the Business Combination?

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, and in addition to the other transactions described therein, APHC will consummate the Irish Domestication Merger

and then the Merger between MariaDB and Irish Holdco will occur. Upon the Merger, MariaDB will dissolve without going into liquidation and the Combined Company will continue as the surviving entity, with the APHC Shareholders immediately prior to the closing of the Merger, and the MariaDB Shareholders, along with the PIPE Investors, immediately prior to the closing of the Merger, collectively owning the Combined Company Ordinary Shares.

What steps are required to carry out the Merger?

A cross-border merger of companies from different EU member states is governed by the EU Merger Directive, which provides a set of procedures for the merger of companies from different EU member states. As the Merger comes within the scope of the EU Merger Directive, it must comply with both the Irish Merger Regulations and the relevant provisions of the Finnish Companies Act, which implemented the EU Merger Directive in Ireland and Finland, respectively. Although the EU Merger Directive is binding with respect to the ends it must achieve, each EU member state has a degree of autonomy regarding the means with which it implements the EU Merger Directive domestically. Some differences therefore exist between the measures implementing the EU Merger Directive across different EU member states, including between Ireland and Finland.

The Common Draft Terms, as well as all other documents required by the Finnish Companies Act, have been filed with the Finnish Trade Register and the Common Draft Terms were registered in the Finnish Trade Register on August 19, 2022.

The Common Draft Terms, as well as all other documents required by the Finnish Companies Act, have been made available at the head offices and/or on the websites of MariaDB and Irish Holdco in advance of the Extraordinary General Meeting, which has been summoned to be held on October 26, 2022.

At the Extraordinary General Meeting, the resolution to enter into the Merger in accordance with the Common Draft Terms will be put to the MariaDB Shareholders.

Concurrently with the filing of the Common Draft Terms with the Finnish Trade Register, MariaDB applied for an issuance of a public notice to its creditors and such public notice was published in the Finnish Official Journal on August 26, 2022. No later than one month before the due date set for creditors but not prior to the Extraordinary General Meeting, MariaDB will send written notifications of the public notice to its known creditors.

Notification will made to the Finnish Trade Register for a pre-merger certificate after the due date set for creditors. In case a creditor has opposed the Merger pursuant to Chapter 16, Section 6 of the Finnish Companies Act, and such opposition is not withdrawn, the pre-merger certificate will only be issued once it has been affirmed by a confirmatory court judgment that the creditor has received payment or full security for the receivable.

The issuance by the Finnish Trade Register of the pre-merger certificate and delivery thereof to Irish Holdco, in accordance with Chapter 16, Section 26 of the Finnish Companies Act.

The Common Draft Terms of Merger, together with a Form CBM1, have been filed with the Irish Companies Registration Office.

Notice of this filing and of the Merger was published in two Irish national daily newspapers and the Irish Companies Registration Office Gazette on September 21, 2022.

The Common Draft Terms of Merger, together with all other documents required by the Irish Merger Regulations, have been made available for inspection at the registered office of Irish Holdco in Ireland.

The shareholder of Irish Holdco (which is APHC) will pass a resolution to approve the Common Draft Terms by special resolution under Irish law.

Application will be made to the Irish High Court for a pre-merger certificate.

Subject to issuance of a pre-merger certificate by the Irish High Court and the issuance of a pre-merger certificate by the Finnish Trade Register, an application will be made to the Irish High Court for an order to confirm legal scrutiny of the Merger and to set the Merger Effective Time. The hearing of this application will be advertised in the international editions of the Financial Times and the Wall Street Journal, and/or such other publications as the Irish High Court may prescribe. MariaDB Shareholders may attend the approval hearing and make representations at such meeting.

The Merger will take effect at the Merger Effective Time. Once the Merger takes effect as provided for in the Cross Border Merger Laws, it may not be declared null and void and the Final Order made by the Irish High Court, specifying the Merger Effective Time, shall constitute conclusive evidence of the effectiveness of the Merger.

MariaDB will be merged with and into Irish Holdco, with Irish Holdco as the surviving entity, and MariaDB will dissolve without going into liquidation at the Merger Effective Time;

all of the assets and liabilities of MariaDB will be acquired and assumed by Irish Holdco by universal succession of title;

MariaDB Shareholders will receive, in accordance with the Exchange Ratio, shares in the Combined Company for each MariaDB share held on the terms and conditions set out in the Common Draft Terms;

all contracts, agreements or instruments to which MariaDB is a party will be transferred to Irish Holdco, and Irish Holdco will have the same rights and will be subject to the same obligations to which

MariaDB is subject to under such contracts, agreements or instruments. Further, all legal proceedings pending by or against MariaDB will be continued with the substitution for MariaDB of Irish Holdco as a party.

Is the closing of the Merger subject to the exercise of creditors’ rights?

Yes, the effectiveness of the Merger is subject to the exercise of creditors’ rights in accordance with Chapter 16, Section 6 of the Finnish Companies Act. MariaDB has concurrently with the filing of the Common Draft Terms with the Finnish Trade Register applied for an issuance of a public notice to its creditors and such public notice was published in the Finnish Official Journal on August 26, 2022. In addition, MariaDB will in accordance with Chapter 16, Section 7 of the Finnish Companies Act and the Merger Agreement, no later than one month before the due date set for creditors, but not prior to acquiring the MariaDB Shareholder Approval at the Extraordinary General Meeting, send written notifications of the public notice to its known creditors.

How has the announcement of the Business Combination affected the trading price of the APHC Class A Ordinary Shares, APHC Public Units, and APHC Public Warrants?

On January 31, 2022, the last trading date before the public announcement of the Business Combination, the APHC Public Units, APHC Class A Ordinary Shares and APHC Public Warrants closed at $9.81, $9.65 and $0.52, respectively. On                     , 2022, the trading date immediately prior to the date of this proxy statement/prospectus, the APHC Public Units, APHC Class A Ordinary Shares and APHC Public Warrants closed at $            , $            and $            , respectively.

Following the Merger, will APHC’s or the Combined Company’s securities continue to trade on a stock exchange?

The APHC Class A Ordinary Shares, APHC Public Units, and APHC Public Warrants are currently listed on the NYSE under the symbols “POND,” “POND.U,” and “POND WS,” respectively. Pursuant to the Irish Domestication Merger, APHC Class A Ordinary Shares will automatically convert into Combined Company Ordinary Shares and APHC Public Warrants will automatically become redeemable warrants to acquire Combined Company Ordinary Shares (no other changes will be made to the terms of any issued and outstanding APHC Public Warrants as a result of the Irish Domestication Merger). Additionally, immediately prior to the Irish Domestication Merger, each issued and outstanding APHC Public Unit that

has not been previously separated into its component parts upon the request of the holder thereof will be automatically separated into its component parts and entitle the holder thereof to one Combined Company Ordinary Share and one-third of one Combined Company Public Warrants. Irish Holdco will apply for listing, to be effective at the time of the Merger, of the Combined Company Ordinary Shares and Combined Company Public Warrants on the NYSE under the symbols “MRDB” and “MRDB.WS,” respectively.

Is the Business Combination the first step in a “going private” transaction?

No. We do not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for MariaDB to access the U.S. public markets.

Will the management of APHC change in the Business Combination?

Following the closing of the Merger, it is expected that the current senior management of MariaDB will comprise the senior management of the Combined Company, and the board of directors of the Combined Company will consist of Michael Howard, the current CEO of MariaDB, Alexander B. Suh, Theodore T. Wang, the current Chairman and CEO of APHC, Christine Russell, Harold R. Berenson, and Jurgen Ingels. Please see the section titled “Management of the Combined Company” for additional information.

How will the Business Combination impact the APHC Class A Ordinary Shares outstanding following the closing of the Merger?

As a result of the Business Combination, including the conversion of APHC Class A Ordinary Shares into Combined Company Public Shares and the Merger, approximately 92,545,148 Combined Company Ordinary Shares are expected to be outstanding, which will represent approximately 348.5% more than the number of APHC Class A Ordinary Shares outstanding prior to the Business Combination (assuming that no APHC Class A Ordinary Shares are redeemed). Additional Combined Company Ordinary Shares may be issuable in the future, including Combined Company Ordinary Shares issued upon exercise of the Combined Company Public Warrants (including the warrants that were previously APHC Public Warrants), Rollover Options and other warrants and convertible securities following the closing of the Merger. The issuance and sale of such shares in the public market could adversely impact the market price of Combined Company Ordinary Shares, even if our business is doing well.

What will MariaDB Shareholders receive in the Business Combination?

Subject to the terms of the Merger Agreement and the Common Draft Terms and the customary adjustments set forth therein, the aggregate share consideration to be paid to MariaDB Shareholders and deemed set aside for vested MariaDB Equity Awards in connection with the Merger, will be up to 62,807,089 Combined Company Ordinary Shares (deemed to have an assumed value of $10.00 per share) with an implied value of up to approximately $628.1 million (inclusive of the number of Combined Company Ordinary Shares issuable on exercise of Rollover Options). Pursuant to the Merger Agreement and the Common Draft Terms, each MariaDB Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (including MariaDB Ordinary Shares issued upon the automatic conversion of MariaDB Preferred Shares immediately prior to the Merger Effective Time in accordance with MariaDB’s articles of association and the MariaDB SHA) will be automatically canceled and converted into the right to receive a number of Combined Company Ordinary Shares equal to the Exchange Ratio (subject to certain adjustments as described in the Merger Agreement).

What will holders of MariaDB Equity Awards receive in the Business Combination?

Pursuant to the Merger Agreement and the Common Draft Terms, each MariaDB Equity Award that is issued and outstanding immediately prior to the Merger Effective Time will automatically convert (with the holder thereof ceasing to have any rights under the original MariaDB Equity Award on conversion) into an equity award to be settled in Combined Company Ordinary Shares on the same terms and conditions as were applicable to such MariaDB Equity Award immediately prior to the Merger Effective Time, including applicable vesting conditions (subject to limited exceptions described in the Merger Agreement), equal to the product (rounded down to the nearest whole number) of (i) the number of MariaDB Ordinary Shares subject to such MariaDB Equity Award immediately prior to the Merger Effective Time, and (ii) the Exchange Ratio, at an exercise price per share, if applicable, equal to (x) the exercise price per share of such MariaDB Equity Award immediately prior to the Merger Effective Time (rounded up to the nearest whole cent) divided by (y) the Exchange Ratio (subject to certain adjustments as described in the Merger Agreement). As of the date of this proxy statement/prospectus, the only MariaDB Equity Awards outstanding are options to subscribe to MariaDB Ordinary Shares, which will automatically convert into the Rollover Options at the Merger Effective Time.

What equity stake will the current APHC Shareholders, the MariaDB Shareholders and the holders of MariaDB Equity Awards hold in the Combined Company after the consummation of the Business Combination?

Assuming no redemption of shares by APHC Shareholders and based on certain other exclusions and assumptions made as of June 30, 2022, it is anticipated that, upon the closing of the Merger: (i) APHC Shareholders (not including the Founder Shares of the Initial Shareholders, Syndicated Investors, and Other Forward Purchasers) will retain an ownership interest of approximately 28.7% in the Combined Company; (ii) the Initial Shareholders, Syndicated Investors, and Other Forward Purchasers through their Founder Shares will own approximately 7.2% of the Combined Company; (iii) the MariaDB Shareholders (including the holders of the 2020C Warrants assuming such holders have exercised such warrants) will own approximately 62.0% of the Combined Company; and (iv) the PIPE Investors will own approximately 2.1% of the Combined Company.

Will APHC or Irish Holdco obtain new financing in connection with the Business Combination?

Yes. Concurrently with the execution of the Merger Agreement, APHC and Irish Holdco entered into Subscription Agreements with the PIPE Investors pursuant to which, among other things, the PIPE Investors

agreed to subscribe for and purchase, and Irish Holdco agreed to issue and sell to the PIPE Investors, an aggregate amount of 1,915,790 Combined Company Ordinary Shares at the Merger Effective Time in exchange for an aggregate purchase price of $18,200,000, as set forth in the Subscription Agreements. Prior to the closing of the Merger, there may be additional subscriptions of securities of Irish Holdco by PIPE Investors for cash pursuant to the terms of the Merger Agreement (the “Additional PIPE Investments”).

What happens if I sell my APHC Class A Ordinary Shares before the Special Meeting?

The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your APHC Class A Ordinary Shares after the record date, but before the Special Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your APHC Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon closing of the Merger. If you transfer your APHC Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

What constitutes a quorum at the Special Meeting?

The holders of a majority of the issued and outstanding APHC Ordinary Shares entitled to vote as of the record date at the Special Meeting must be present, in person or via the virtual meeting platform or be represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. The Initial Shareholders, who currently own 20% of the issued and outstanding APHC Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 16,594,676 APHC Ordinary Shares would be required to achieve a quorum.

What vote is required to approve the proposals presented at the Special Meeting?

Approval of each of the Business Combination Proposal, Issuance Proposal, and Adjournment Proposal by ordinary resolution requires the affirmative vote of a majority of the votes cast by holders of our outstanding ordinary shares, and approval of each of the Irish Domestication Merger Proposal and APHC Articles Proposal by special resolution requires the affirmative vote of a two-thirds of the votes cast by holders of our outstanding ordinary shares, in each case as represented in person or by proxy at the Special Meeting or via the virtual meeting platform and entitled to vote at the Special Meeting. Approval of each of the other Required Proposals will be non-binding votes that require the affirmative vote of a majority of the votes cast by holders of our outstanding ordinary shares. Failure to vote by proxy or to vote in person or via the virtual meeting platform at the Special Meeting and broker non-votes will have no effect on the Required Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Required Proposals.

What happens if the Required Proposals are not approved?

If the Required Proposals are not approved and we do not consummate an initial business combination by May 20, 2023, we will be required to dissolve and liquidate the Trust Account, unless we extend the time we have to complete an initial business combination under the APHC Amended and Restated Memorandum and Articles of Association and the Trust Agreement.

How many votes do I have at the Special Meeting?

APHC Shareholders are entitled to one vote on each proposal presented at the Special Meeting for each APHC Class A Ordinary Share and each APHC Class B Ordinary Share held of record as of October 20, 2022, the record date for the Special Meeting. As of the close of business on the record date, there were 33,189,352 outstanding APHC Ordinary Shares, consisting of 26,551,482 outstanding APHC Class A Ordinary Shares and 6,637,870 outstanding APHC Class B Ordinary Shares.

How will the Sponsor and other Initial Shareholders and APHC’s directors and officers vote?

The Initial Shareholders (including the Sponsor) have agreed to vote any APHC Ordinary Shares owned by them in favor of all of the Required Proposals and the Adjournment Proposal. As of the date hereof, the Initial Shareholders own shares equal to 20% of the issued and outstanding APHC Ordinary Shares.

What interests do the Sponsor and other Initial Shareholders and APHC’s current officers and directors have in the Business Combination?

The Sponsor, co-founders (Theodore T. Wang, our Chief Executive Officer and a member of the APHC Board, and Shihuang “Simon” Xie), certain members of the APHC Board, and our officers have interests in the Business Combination that are materially and substantially different from or in addition to (and which may conflict with) your interests. Because the interests of these persons, particularly from a financial point of view, are different from yours, you should take these interests into account in deciding whether to approve the Business Combination and the other Required Proposals and/or to exercise your redemption rights. These interests include:

the fact that Dr. Wang and an entity wholly owned and controlled by Mr. Xie are the co-managers of the Sponsor and have joint voting and investment discretion with respect to the securities held by the Sponsor.

the fact that the Sponsor paid an aggregate of $25,000 (approximately $0.004 per share) for the Founder Shares (6,637,870 APHC Class B Ordinary Shares), of which, in exchange for serving on the APHC Board and for no additional consideration, certain of APHC’s independent directors (Ms. Cloyd and Mr. Houlihan) received 22,500 Founder Shares, respectively;

the fact that the Sponsor paid an aggregate of approximately $7,310,297 (which was substantially funded by the At Risk Capital Syndication) for its 7,310,297 APHC Private Warrants in the Private Placement and that such APHC Private Warrants will expire and become worthless if an initial business combination is not consummated by May 20, 2023;

the fact that the Initial Shareholders hold an aggregate of 6,637,870 Founder Shares (including the Founder Shares to be transferred pursuant to the At Risk Capital Syndication and the Other Forward Purchase Arrangements shortly before completion of the Irish Domestication Merger), which will be worthless if a business combination is not consummated by May 20, 2023;

the fact that the Sponsor will transfer 135,000 Founder Shares to the Other Forward Purchasers pursuant to the Other Forward Purchase Arrangements shortly before the closing of the Irish Domestication Merger;

the fact that the Sponsor entered into the At Risk Capital Syndication, pursuant to which the Sponsor received up-front consideration in the aggregate amount of $6,400,000, which reduced the amount the Sponsor has at risk with respect to the Founder Shares and the APHC Private Warrants from a total of $7,335,297 to a total of $935,297 and shifted a corresponding amount of the risk to the Syndicated Investors, since the Sponsor is not required to reimburse the Syndicated Investors any amounts received in connection with the At Risk Capital Syndication, even if no initial business combination is consummated. As a result of the At Risk Capital Syndication, the Sponsor has a different set of incentives with respect to the consummation of an initial business combination than it would have had if the At Risk Capital Syndication had not been consummated;

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.004 per Founder Share, and the Syndicated Investors paid the Sponsor $3.00 per share and $1.00 per warrant to receive Founder Shares and APHC Private Warrants pursuant to the At Risk Capital Syndication. As a result of these initial prices, the Sponsor, the Syndicated Investors and their affiliates stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for APHC Public Shareholders. As a result of the acquisition cost of the Founder Shares and APHC Private Warrants, the Sponsor, the Syndicated Investors and their affiliates who hold Founder Shares and APHC Private Warrants could make a substantial profit even if, following the consummation of the initial business combination, the Combined Company subsequently declines in value or is unprofitable for the public shareholders. As a result of the At Risk Capital Syndication, the Sponsor shifted a substantial part of the risk of holding the Founder Shares and APHC Private Warrants to the Syndicated Investors, and as such this may result in a different set of incentives for the Sponsor with respect to the consummation of an initial business combination than if the At Risk Capital Syndication was not entered into;

the fact that if the Business Combination is completed, the Founder Shares will have a significantly higher value than the amount paid by the Sponsor for such shares. For illustrative purposes only, at the $10.00 per share implied value of the Combined Company Ordinary Shares in the Business Combination, the Founder Shares owned by the Sponsor and Ms. Cloyd and Mr. Houlihan would have a current aggregate value of approximately $48.6 million, $225,000, and $225,000, respectively. The value of the Sponsor’s Founder Shares represents the amount currently owned of record by the Sponsor excluding the Founder Shares to be distributed to third parties pursuant to the At Risk Capital Syndication and the Other Forward Purchase Arrangements, which is expected to occur shortly before the closing of the Irish Domestication Merger;

the fact that the Sponsor and its affiliates (Dr. Wang and Mr. Xie), as well as certain of APHC’s independent directors, Ms. Cloyd and Mr. Houlihan, do not have the same financial interests in the Business Combination as the APHC Public Shareholders. Even after giving effect to transfers of the Founder Shares pursuant to the At Risk Capital Syndication and the Other Forward Purchase Arrangements, the Sponsor and its affiliates and Ms. Cloyd and Mr. Houlihan stand to make a substantial profit from the Founder Shares they hold even if the Combined Company Ordinary Shares after completion of the Business Combination trade at prices significantly lower than the $10.00 per share implied value in the Business Combination. Based on the approximately $9.996 difference between the purchase price that the Sponsor paid for the Founder Shares and the purchase price of $10.00 per APHC Public Unit sold in the APHC IPO, the Sponsor and Ms. Cloyd and Mr. Houlihan may earn a positive rate of return even if the price of the Combined Company Ordinary Shares after the closing of the Merger falls significantly below the price initially paid for the APHC Public Units in the APHC IPO and the APHC Public Shareholders experience a negative rate of return after the Merger is completed;

the fact that the Initial Shareholders have agreed to waive their rights, for no consideration, to liquidating distributions from the Trust Account with respect to their Founder Shares if the parties fail to complete an initial business combination by May 20, 2023;

the fact that an affiliate of the Sponsor controlled by APHC’s co-founder Shihuang “Simon” Xie, Lakeside Travel Holding Ltd., paid, in January 2022, an aggregate of $27,200,000 for 15,044,832

MariaDB Series D Preferred Shares, at a valuation for MariaDB below the Merger Agreement valuation, in connection with an equity financing transaction consummated by MariaDB concurrent with the entry into the Merger Agreement. In connection with the Merger Agreement, the MariaDB Series D Preferred Shares that the Sponsor’s affiliate purchased will first be converted into MariaDB Ordinary Shares and then into the right to receive Combined Company Ordinary Shares at the Exchange Ratio if the Business Combination is consummated. For illustrative purposes only, at the $10.00 per share implied value of the Combined Company Ordinary Shares in the Business Combination, the estimated number of Combined Company Ordinary Shares expected to be issued on conversion of these MariaDB Series D Preferred Shares (based on an assumed Exchange Ratio as of June 30, 2022 of 0.2302) would have an aggregate value of approximately $34.6 million at the time of the closing of the Merger;

the fact that the Lock-Up Agreement that the Sponsor, together with certain shareholders of MariaDB, entered into in connection with the Merger Agreement supersedes the obligations of the Sponsor with respect to the lock-up under the Letter Agreement. Under the Letter Agreement, the Sponsor agreed not to sell or otherwise transfer the Founder Shares until one year after the completion of APHC’s initial business combination (or earlier, if the last reported sale price of the shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination). Under the Lock-Up Agreement, the Sponsor is only restricted from selling or otherwise transferring the Combined Company Ordinary Shares issued on conversion of the Founder Shares for a period of 180 days after the closing of the Merger;

the fact that the Sponsor will have a continued right to hold Combined Company Ordinary Shares issued in respect of the Founder Shares if the Business Combination is completed and the Combined Company Ordinary Shares to be issued to the Sponsor upon exercise of its Combined Company Private Warrants in respect of the APHC Private Warrants following the Business Combination, subject to the lock-up period in the Lock-Up Agreement;

the fact that if the Trust Account is liquidated, including in the event APHC is unable to complete an initial business combination by May 20, 2023, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per APHC Class A Ordinary Share, or such lesser per APHC Class A Ordinary Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the fact that APHC’s existing directors and officers will continue to be entitled to indemnification and the continuation of our directors’ and officers’ liability insurance following the closing of the Merger;

the fact that at the closing of the Merger, Irish Holdco, the Sponsor and certain existing equityholders and affiliates of MariaDB will enter into the Registration Rights Agreement, pursuant to which the Sponsor and signatory shareholders of MariaDB and their permitted transferees will be entitled to, among other things, registration rights, including demand, piggy-back, and shelf registration rights;

the fact that the Sponsor and APHC’s officers and directors can earn a positive rate of return on their investment, even if other APHC shareholders experience a negative rate of return in the post-Business Combination Combined Company;

the fact that the Sponsor and APHC’s officers and directors will lose their entire investment in APHC if an initial business combination is not consummated by May 20, 2023. As described above for illustrative purposes only, the Founder Shares owned by the Sponsor and Ms. Cloyd and Mr. Houlihan would have a current aggregate value of approximately $48.6 million, $225,000, and $225,000, respectively. The value of the Sponsor’s Founder Shares represents the amount currently owned of record by the Sponsor excluding the Founder Shares to be distributed to third parties pursuant to the At Risk Capital Syndication and the Other Forward Purchase Arrangements, which is expected to occur

shortly before the closing of the Irish Domestication Merger. The actual value of these shares may be significantly higher after the closing of the Merger, depending on various factors, including the market’s reception of the Merger. If APHC does not consummate the Business Combination or another initial business combination by May 20, 2023, and APHC is therefore required to be liquidated, these shares would be worthless, because the Initial Shareholders have agreed not to redeem any of the Founder Shares in connection with a shareholder vote to approve a proposed initial business combination. In such case, the Sponsor, Ms. Cloyd and Mr. Houlihan would be at risk to lose at least approximately $48.6 million, $225,000, and $225,000, respectively, based on the illustrative amounts described above;

the fact that the Sponsor has agreed to loan to APHC up to $250,000 to be used for expenses of APHC. This loan is non-interest bearing and is to be forgiven upon the consummation of the Business Combination. If the loan is not forgiven, the unpaid principal balance on such loan will be payable by MariaDB. As of the date of this proxy statement/prospectus, there are $150,000 in loan amounts outstanding under the August 30, 2022 promissory note, and there were no Working Capital Loans outstanding;

the fact that the Sponsor has agreed to make available to Irish Holdco a loan facility in an aggregate amount of €263,063 to be advanced upon the written request of Irish Holdco. This loan facility agreement is non-interest bearing and any amount outstanding under the loan facility agreement is to be repaid on the Sponsor’s written demand or upon the Merger Effective Time. As of the date of this proxy statement/prospectus, there were no loan amounts outstanding under this September 14, 2022 loan facility agreement;

the fact that the Sponsor and APHC’s officers and directors will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 20, 2023. However, there have been no material out-of-pocket expenses subject to reimbursement to date, and APHC does not anticipate any such expenses prior to closing of the Merger;

the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any Working Capital Loans made by the Sponsor or any of its affiliates or certain of APHC’s officers and directors may be converted into warrants identical to the APHC Private Warrants issued to the Sponsor at a price of $1.00 per warrant at the option of the lender;

the fact that, the holders of Founder Shares, APHC Private Warrants, and any warrants that may be issued upon conversion of Working Capital Loans (and any APHC Ordinary Shares issuable upon the exercise of the APHC Private Warrants and any warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement, to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination. For further information about Working Capital Loans, see the section titled “Certain Relationships and Related Transactions—APHC Relationships and Related Party Transactions—Related Party Loans”; and

the fact that, an affiliate of the Sponsor, Angel Pond Capital LLC, was engaged by APHC and MariaDB as a joint co-placement agent for proposed private placements in connection with the Business Combination, including the Series D Preferred Shares financing and the PIPE Investment. No fees have been incurred nor paid to Angel Pond Capital LLC under this engagement as of March 31, 2022. The agreement associated with this engagement expired on March 15, 2022.

Did the APHC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with entering into the Merger Agreement?

No. The APHC Amended and Restated Memorandum and Articles of Association do not require the APHC Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with the Sponsor, directors or officers. Because we do not believe that MariaDB is affiliated with the Sponsor, directors or officers, we did not obtain such opinion prior to entering into the Merger Agreement.

What happens if I vote against the Required Proposals?

Assuming an appropriate quorum is present, if you vote against the Required Proposals but the Required Proposals still obtain the affirmative vote of the holders of a majority, or for the Irish Domestication Merger Proposal and the APHC Articles, the affirmative vote of two-thirds, of the APHC Ordinary Shares, who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting, then the Required Proposals will be approved and, assuming the satisfaction or waiver of the other conditions to closing the Merger, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

Do I have redemption rights?

If you are a Public Shareholder, you may redeem your APHC Class A Ordinary Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the closing of the Merger, including interest not previously released to us to pay our taxes, by (ii) the total number of then-outstanding APHC Class A Ordinary Shares; provided that we may not redeem any APHC Class A Ordinary Shares issued in the APHC IPO to the extent that such redemption would result in our failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act). A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the issued and outstanding APHC Class A Ordinary Shares included in the APHC Public Units sold in the APHC IPO.

Holders of our outstanding APHC Public Warrants do not have redemption rights regarding such warrants in connection with the Business Combination. The Sponsor, directors and officers have agreed to waive their redemption rights, for no consideration, with respect to their APHC Ordinary Shares they own (if any) in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the balance of our Trust Account of $265,725,803 as of June 30, 2022, the estimated per share redemption price would have been approximately $10.00. Additionally, APHC Class A Ordinary Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest (which shall be net of taxes payable) in connection with the liquidation of the Trust Account, unless we complete an alternative initial business combination prior to May 20, 2023.

Can the Initial Shareholders redeem their Founder Shares in connection with consummation of the Business Combination?

No. The Initial Shareholders, officers and other current director have agreed to waive their redemption rights, for no consideration, with respect to the APHC Class A Ordinary Shares and APHC Class B Ordinary Shares they may hold, in connection with the consummation of the Business Combination.

Is there a limit on the number of shares I may redeem?

Yes. A Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from exercising redemption rights with respect to more than an aggregate of 15% of the APHC Class A Ordinary Shares. Accordingly, all shares in excess of the 15% threshold owned by a holder or “group” of holders will not be redeemed for cash. On the other hand, a Public Shareholder who holds less than 15% of the APHC Class A Ordinary Shares and is not a member of a “group” that is redeeming, in the aggregate, more than 15% of the APHC Class A Ordinary Shares, may redeem all of the APHC Class A Ordinary Shares held by such shareholder for cash.

Is there a limit on the total number of APHC Class A Ordinary Shares that may be redeemed?

Yes. The APHC Amended and Restated Memorandum and Articles of Association provide that we may not redeem APHC Class A Ordinary Shares in an amount that would result in our failure to have at least $5,000,001 of net tangible assets (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, the APHC Amended and Restated Memorandum and Articles of Association does not provide a specified maximum redemption threshold. In the event the aggregate cash consideration we would be required to pay for all APHC Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the

aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all APHC Class A Ordinary Shares submitted for redemption would be returned to the holders thereof, and we instead may search for an alternate initial business combination.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your APHC Class A Ordinary Shares for or against, or whether you abstain from voting on, any proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by shareholders who redeem their shares and no longer remain shareholders, leaving shareholders who choose not to exercise their redemption rights holding shares in a company with a potentially less-liquid trading market, fewer shareholders, less cash, and the potential inability to meet the listing standards of the NYSE.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) if you hold APHC Public Units, separate the underlying APHC Class A Ordinary Shares and APHC Public Warrants, and (ii) prior to 5:00 P.M., Eastern Time on November 28, 2022 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that APHC redeem your APHC Class A Ordinary Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of the redemption depend on particular facts and circumstances. Please see the section titled “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of the Irish Domestication Merger on U.S. Holders” and “Material U.S. Federal Income Tax Considerations—Non-U.S. Holders—Effects of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

If I am a APHC Public Warrant holder, can I exercise redemption rights with respect to my APHC Public Warrants?

No. The holders of APHC Public Warrants have no redemption rights with respect to such APHC Public Warrants.

Do APHC Shareholders have appraisal rights or dissenters’ rights if they object to the proposed Business Combination?

No. Appraisal rights or dissenters’ rights are not available to APHC Shareholders.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

When the Merger is closed, the funds held in the Trust Account will be used to: (i) pay APHC Shareholders who properly exercise their redemption rights; (ii) pay any Deferred Discount to the underwriters of the APHC IPO, in connection with the Business Combination; and (iii) pay certain other fees, costs and expenses (including certain regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred in connection with the Business Combination. Any remaining funds will be used by the Combined Company for general corporate purposes.

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Merger Agreement including, among others, satisfaction of the minimum cash amount, the approval by the MariaDB Shareholders of the Merger, the approval by the APHC Shareholders of the Required Proposals and the issuance of the Final Order. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section titled “The Merger Agreement and Related Agreements—Conditions to Closing.”

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Merger Agreement may be terminated. Please see the section titled “The Merger Agreement and Related Agreements—Termination” for information regarding the parties’ specific termination rights.

When is the Business Combination expected to be completed?

The closing of the Business Combination will occur upon the completion of the Irish Domestication Merger and the Merger, with the Liquidation occurring as soon as practicable after the Merger. The closing of the Merger will take place at the time and date set forth in the Final Order, following the satisfaction or waiver of its closing conditions. The closing of the Merger is expected to occur before the end of 2022. The Merger Agreement may be terminated by MariaDB or APHC if the closing of the Merger has not occurred by December 31, 2022.

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

How do I vote?

The Special Meeting will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, located at One Liberty Plaza, New York, NY 10006 and virtually via live webcast at https://www.cstproxy.com/angelpond/2022, on November 30, 2022, at 11:00 a.m. Eastern Time. The Special Meeting can be accessed by attending the offices of Cleary Gottlieb Steen & Hamilton LLP or visiting https://www.cstproxy.com/angelpond/2022, where you will be able to listen to the meeting live and vote during the meeting.

What will happen if I abstain from voting or fail to vote at the Special Meeting?

At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention to vote at the Special Meeting will have no effect on the Required Proposals or the Adjournment Proposal, and will not have the same effect as a vote “AGAINST” such proposal.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies we receive without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters that properly come before the Special Meeting.

If I am not going to attend the Special Meeting in person or via the virtual meeting platform, should I return my proxy card instead?

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and, if you are a holder of record, vote your shares by completing, signing, dating and returning the enclosed proxy card in the pre-addressed, postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank, or other nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe that all of the proposals, including all the Required Proposals, presented to the APHC Shareholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank or other nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or other nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not have any effect on the outcome of any of the proposals and will not count as a vote “AGAINST” such proposal.

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide by completing the voting instruction form provided by your broker, bank or other nominee.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to the APHC Secretary at the address listed below so that it is received by the APHC Secretary prior to the Special Meeting or attending the Special Meeting in person or via the virtual meeting platform and vote. You also may revoke your proxy by sending a notice of revocation to the APHC Secretary, which must be received by APHC Secretary prior to the Special Meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your APHC Ordinary Shares.

Who will solicit and pay the costs of soliciting proxies for the Special Meeting?

APHC and MariaDB will pay the costs of soliciting proxies for the Special Meeting. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. APHC and MariaDB have agreed to pay Morrow Sodali LLC a fee of $32,500, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact: