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| CIK | 1929589 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MariaDB plc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 14, 2024 |
MRDB / MariaDB plc / Alibaba Group Holding Ltd - SC 13G/A Passive Investment SC 13G/A 1 tm2427805d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) August 26, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| November 14, 2024 |
EX-1 2 tm2427805d1ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G/A to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that ea |
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| October 31, 2024 |
MRDB / MariaDB plc / Lionyet International Ltd. Passive Investment SC 13G/A 1 13GA3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3) * MariaDB plc (Name of Issuer) Common Stock (Title of Class of Securities) G5920M100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| September 5, 2024 |
15-12G 1 ny20034838x41512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41571 MariaDB plc (Exact name of |
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| August 29, 2024 |
MariaDB plc 699 Veterans Blvd Redwood City, CA 94063 MariaDB plc 699 Veterans Blvd Redwood City, CA 94063 August 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| August 27, 2024 |
As filed with the Securities and Exchange Commission on August 26, 2024 As filed with the Securities and Exchange Commission on August 26, 2024 Registration No. |
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| August 27, 2024 |
As filed with the Securities and Exchange Commission on August 26, 2024 As filed with the Securities and Exchange Commission on August 26, 2024 Registration No. |
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| August 26, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 06, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 16, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41571 MariaDB plc |
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| July 29, 2024 |
MRDB / MariaDB plc / Meridian BidCo LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* MariaDB plc (Name of Issuer) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP Number) Jordan D. Wappler K1 Investment Management, LLC 875 Manhattan Beach Blvd. Manhattan Beach, CA 90266 (800) 310-2870 (Name, Addres |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa Capital, Inc. Heidi Steele 595 Pacific Ave., Floor 4 McDermott Will & |
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| July 29, 2024 |
EXHIBIT 10.1 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duty executed this joint filing agreement |
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| July 25, 2024 |
MRDB / MariaDB plc / INTEL CORP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) July 23, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| July 25, 2024 |
Exhibit 99.1 For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. OFFER UPDATE TENDER OFFER EXPIRATION AND ACCEPTANCES UPDATE REDWOOD CITY, Calif. & DUBLIN – July 23, 2024 – MariaDB plc (NYSE: MRDB) (“MariaDB” or the “C |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP Numbe |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P |
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| July 24, 2024 |
Exhibit (a)(1)(R) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 6 ) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP Numb |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6 ) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L. |
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| July 10, 2024 |
Exhibit (a)(1)(Q) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| July 5, 2024 |
Exhibit (a)(1)(P) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP Numbe |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P |
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| July 5, 2024 |
July 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| June 24, 2024 |
TABLE OF CONTENTS Exhibit (a)(1)(A) 24 June 2024 THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P |
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| June 24, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities |
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| June 24, 2024 |
June 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| June 24, 2024 |
Exhibit (a)(1)(C) Offer to Purchase Any and all of the Ordinary MariaDB Shares of MARIADB PLC AT US$0. |
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| June 24, 2024 |
Exhibit (a)(1)(D) Offer to Purchase Any and all of the Ordinary Shares of MARIADB PLC AT US$0. |
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| June 24, 2024 |
Exhibit (a)(1)(O) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| June 24, 2024 |
Exhibit (a)(1)(B) TIME SENSITIVE INFORMATION. YOUR IMMEDIATE ATTENTION IS NECESSARY. PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS. LETTER OF TRANSMITTAL AND ELECTION FORM THIS LETTER OF TRANSMITTAL AND ELECTION FORM CONSTITUTES THE FORM OF ACCEPTANCE FOR THE PURPOSES OF THE TAKEOVER PANEL ACT, 1997 (as amended), TAKEOVER RULES, 2022. To accompany certificates, i |
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| June 17, 2024 |
Exhibit (a)(1)(N) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP Numbe |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P |
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| June 7, 2024 |
Exhibit (a)(1)(M) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| May 31, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 (this “First Amendment”), dated as of May 30, 2024, to the employment agreement (the “Employment Agreement”), dated May 26, 2023, by and between MariaDB USA, INC. (the “Company”) and Paul O’ Brien (the “Executive”), an individual. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP |
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| May 31, 2024 |
Exhibit (a)(1)(L) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P |
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| May 24, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MariaDB plc (Name of Subject Company) MariaDB plc (Name of Person Filing Statement) Ordinary Shares, Par Value $0.01 Per Share (Title of Class of Securities) G5920M100 (CUSIP |
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| May 24, 2024 |
Exhibit (a)(1)(e) This announcement is neither an offer to purchase nor a solicitation of an offer to sell ordinary shares, of US$0. |
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| May 24, 2024 |
Exhibit (a)(1)(C) Offer to Purchase Any and all of the Ordinary MariaDB Shares of MARIADB PLC AT US$0. |
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| May 24, 2024 |
DEED OF IRREVOCABLE UNDERTAKING Exhibit (d)(3) DEED OF IRREVOCABLE UNDERTAKING To: K1 Investment Management, LLC, K5 Private Investors L. |
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| May 24, 2024 |
Exhibit (a)(1)(k) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| May 24, 2024 |
Exhibit (d)(2) [*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| May 24, 2024 |
TABLE OF CONTENTS Exhibit (a)(1)(A) 24 May 2024 THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. |
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| May 24, 2024 |
DEED OF IRREVOCABLE UNDERTAKING Exhibit (d)(5) DEED OF IRREVOCABLE UNDERTAKING To: K1 Investment Management, LLC, K5 Private Investors L. |
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| May 24, 2024 |
Exhibit (c)(1) Appraisal of value of TopCo Rollover Unit 16 May 2024 MariaDB Disclaimer The information herein has been prepared by Lazard based upon information supplied by K1 or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by K1 with respect to the anticipated future performance of TopCo. |
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| May 24, 2024 |
Exhibit (a)(1)(B) TIME SENSITIVE INFORMATION. YOUR IMMEDIATE ATTENTION IS NECESSARY. PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS. LETTER OF TRANSMITTAL AND ELECTION FORM THIS LETTER OF TRANSMITTAL AND ELECTION FORM CONSTITUTES THE FORM OF ACCEPTANCE FOR THE PURPOSES OF THE TAKEOVER PANEL ACT, 1997 (as amended), TAKEOVER RULES, 2022. To accompany certificates, i |
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| May 24, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) MariaDB plc (Name of Subject Company (Issuer)) Meridian BidCo LLC (Offeror) a wholly owned subsidiary of Meridian TopCo LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 Private Investors, L. |
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| May 24, 2024 |
Exhibit (d)(6) MERIDIAN TOPCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated [●], 2024 Table of Contents Page Article I CERTAIN DEFINITIONS 1 Article II ORGANIZATIONAL MATTERS 5 2. |
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| May 24, 2024 |
Exhibit (a)(1)(g) K1 Investment Management, LLC Provides Update on Possible Offer for MariaDB PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| May 24, 2024 |
Exhibit (e)(1) Excerpts from MariaDB plc Form 10-K/A as filed with the Securities and Exchange Commission on January 29, 2024 Item 13. |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P. (Affiliate of Of |
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| May 24, 2024 |
DEED OF IRREVOCABLE UNDERTAKING Exhibit (d)(4) DEED OF IRREVOCABLE UNDERTAKING To: K1 Investment Management, LLC, K5 Private Investors L. |
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| May 24, 2024 |
Exhibit (a)(1)(D) Offer to Purchase Any and all of the Ordinary Shares of MARIADB PLC AT US$0. |
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| May 24, 2024 |
Exhibit (d)(1) April 24, 2024 Meridian BidCo LLC c/o K1 Investment Management, LLC 875 Manhattan Beach Blvd. |
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| May 24, 2024 |
LETTER FROM IBI CORPORATE FINANCE LIMITED Exhibit (a)(1)(f) LETTER FROM IBI CORPORATE FINANCE LIMITED IBI Corporate Finance 33 Fitzwilliam Place Dublin 2 D02 W899 The Directors MariaDB plc 70 Sir John Rogerson’s Quay Dublin 2 D02 R296 24 May 2024 Dear Sirs RECOMMENDED CASH OFFER FOR MARIADB 1. |
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| May 24, 2024 |
Exhibit (a)(1)(f) POSSIBLE OFFER (RULE 2.4 ANNOUNCEMENT) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “TAKEOVER RULES”) AND IS NOT AN ANNOUNCEMENT OF A F |
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| May 22, 2024 |
K1 Investment Management, LLC Rule 24.1(b) Announcement issued on May 22, 2024. EXHIBIT 99.1 Extension of Deadline in Accordance with Rule 24.1(b) of the Irish Takeover Rules NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION THIS IS AN ANNOUNCEMENT REGARDING AN EXTENSION OF THE DEADLINE PROVIDED FOR IN R |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P. (Affiliate of Of |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P. (Affiliate of Of |
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| May 20, 2024 |
K1 Investment Management, LLC Rule 2.9 Announcement issued on May 20, 2024. Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT UNDER RULE 2.9 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2022 (THE “IRISH TAKEOVER RULES”). FOR IMMEDIATE RELEASE 20 May 2024 RECOMMENDED CASH OFFER by MERIDIAN BI |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41571 MariaDB pl |
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| May 15, 2024 |
EXHIBIT 99.1 MariaDB Files Second Quarter Fiscal 2024 Financial Results REDWOOD CITY, Calif., and DUBLIN – May 15, 2024 – MariaDB plc (NYSE:MRDB) today filed its financial results for the second quarter of fiscal year 2024, which ended March 31, 2024. “Annual Recurring Revenue (ARR) is up 11.9% year-over-year in the second quarter of fiscal year 2024 coupled with a 97% improvement in Adjusted EBIT |
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| May 15, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| April 26, 2024 |
SC 13D/A 1 ea0204781-13da10runa2maria.htm AMENDMENT NO. 10 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan |
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| April 26, 2024 |
EX-99.22 4 ea020478101ex99-22maria.htm LETTER AGREEMENT, BY AND BETWEEN RP VENTURES LLC, SMARTFIN CAPITAL II COMMV, SMARTFIN CAPITAL NV, SMARTFIN MANAGEMENT BV, OPEN OCEAN OPPORTUNITY FUND I KY, OPEN OCEAN FUND TWO KY, MICHAEL WIDENIUS, PATRIK BACKMAN, AND RALF WAHLSTEN Exhibit 99.22 This Agreement (the Agreement) is made and entered into as of 22.4.2024, by and between (i) RP VENTURES LLC, a Dela |
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| April 26, 2024 |
EX-99.20 2 ea020478101ex99-20maria.htm LOAN PURCHASE AGREEMENT, DATED AS OF APRIL 24, 2024, BY AND AMONG RP VENTURES LLC, RUNA CAPITAL II (GP), RUNA CAPITAL OPPORTUNITY I (GP), RUNA VENTURES I LIMITED AND MERIDIAN TOPCO LLC Exhibit 99.20 Execution Version LOAN PURCHASE AGREEMENT Dated as of April 24, 2024 by and among RP VENTURES LLC (Seller) RUNA CAPITAL II (GP) (Runa Capital II) RUNA CAPITAL OPP |
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| April 26, 2024 |
Form of Deed of Irrevocable Undertaking (filed herewith). EX-99.21 3 ea020478101ex99-21maria.htm FORM OF DEED OF IRREVOCABLE UNDERTAKING Exhibit 99.21 DEED OF IRREVOCABLE UNDERTAKING To: K1 Investment Management, LLC, K5 Private Investors L.P., Meridian Topco LLC and Meridian Bidco LLC 875 Manhattan Beach Blvd. Manhattan Beach, CA 90266 United States of America April 2024 Dear Sirs PROPOSED ACQUISITION OF MARIADB PLC BY K1 INVESTMENT MANAGEMENT, LLC We r |
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| April 24, 2024 |
K1 Investment Management, LLC Rule 2.7 Announcement issued on April 24, 2024. Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES FOR IMMEDIATE RELEASE 24 April 2024 RECOMMENDED CASH OFFER for MARIADB plc by MER |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MARIADB PLC (Name of Subject Company (Issuer)) MERIDIAN BIDCO LLC (Offeror) a wholly-owned subsidiary of MERIDIAN TOPCO LLC (Affiliate of Offeror) a wholly-owned subsidiary of K5 PRIVATE INVESTORS, L.P. (Affiliate of Of |
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| April 1, 2024 |
EX-99.17 2 ea020282201ex99-17maria.htm LETTER DATED MARCH 27, 2024 FROM THE SMARTFIN ENTITIES TO THE BOARD OF DIRECTORS OF MARIADB PLC Exhibit 99.17 March 27, 2024 Board of Directors of MariaDB plc c/o MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Re: Opposition Letter Dear Board of Directors of MariaDB plc: Reference is hereby made to (a) (i) that certain “Announcement Regarding Po |
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| April 1, 2024 |
MRDB / MariaDB plc / Runa Capital Fund II, L.P. - AMENDMENT NO.9 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea0202822-13da9runa2maria.htm AMENDMENT NO.9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Run |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| April 1, 2024 |
EX-99.19 4 ea020282201ex99-19maria.htm LETTER DATED MARCH 27, 2024 FROM THE OPEN OCEAN ENTITIES TO THE BOARD OF DIRECTORS OF MARIADB PLC Exhibit 99.19 March 27, 2024 Board of Directors of MariaDB plc c/o MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Re: Opposition Letter Dear Board of Directors of MariaDB plc: Reference is hereby made to (a) (i) that certain “Announcement Regarding |
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| April 1, 2024 |
March 29, 2024 03:21 PM Eastern Daylight Time REDWOOD CITY, Calif. & DUBLIN-(BUSINESS WIRE)-The Board of MariaDB plc (NYSE: MRDB) (“MariaDB” or the “Company”) confirms that the Irish Takeover Panel has consented, at the request of the board of directors of the Company (the "Board") made in accordance with Rule 2.6(c) of the Irish Takeover Rules, to the extension to 5:00 pm (New York time) on Frida |
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| April 1, 2024 |
EX-99.18 3 ea020282201ex99-18maria.htm LETTER DATED MARCH 27, 2024 FROM THE RUNA ENTITIES TO THE BOARD OF DIRECTORS OF MARIADB PLC Exhibit 99.18 March 27, 2024 Board of Directors of MariaDB plc c/o MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Re: Opposition Letter Dear Board of Directors of MariaDB plc: Reference is hereby made to (a) (i) that certain “Announcement Regarding Possib |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| March 29, 2024 |
March 28, 2024 08:00 AM Eastern Daylight Time REDWOOD CITY, Calif. & DUBLIN-(BUSINESS WIRE)-The Board of MariaDB plc (NYSE: MRDB) (“MariaDB” or the “Company”) confirms that on March 26, 2024, it received an unsolicited non-binding indicative proposal from Progress Software Corp. (“Progress”) to acquire the entire issued and to be issued share capital of the Company (the “Possible Offer”). Progress |
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| March 21, 2024 |
Exhibit 99.16 March 19, 2024 Board of Directors of MariaDB plc c/o MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Re: K1 Possible Offer Dear Board of Directors of MariaDB plc: Reference is hereby made to (a) that certain “Announcement Regarding Possible Offer”, dated February 19, 2024, published on the MariaDB plc’s website at https://investors.mariadb.com/news/news-details/2024/Anno |
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| March 21, 2024 |
Exhibit 99.14 March 19, 2024 Board of Directors of MariaDB plc c/o MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Re: K1 Possible Offer Dear Board of Directors of MariaDB plc: Reference is hereby made to (a) that certain “Announcement Regarding Possible Offer”, dated February 19, 2024, published on the MariaDB plc’s website at https://investors.mariadb.com/news/news- details/2024/Ann |
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| March 21, 2024 |
Joint Filing Agreement (previously filed with Amendment No. 8). Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use Schedule 13D to which this exhibit is attached. Each of them is responsible for the timely f |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa Capital, Inc. Heidi Steele 595 Pacific Ave., Floor 4 McDermott Will & |
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| March 21, 2024 |
Exhibit 99.15 March 19, 2024 Board of Directors of MariaDB plc c/o MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Re: K1 Possible Offer Dear Board of Directors of MariaDB plc: Reference is hereby made to (a) that certain “Announcement Regarding Possible Offer”, dated February 19, 2024, published on the MariaDB plc’s website at https://investors.mariadb.com/news/news-details/2024/Anno |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| March 20, 2024 |
Exhibit 10.1 CONFIDENTIAL March 12, 2024 Jurgen Ingels Board of Directors of Maria DB 699 Veterans Blvd. Redwood City, CA 94063 Re: Maria DB Dear Mr. Ingels: The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between Maria DB (collectively with its affiliates and direct and indirect subsidiaries), (the “Client” or “Company”) and FTI Consulting, Inc. (“FTI”) |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| February 20, 2024 |
Joint Filing Agreement (filed herewith). EX-99.1 2 ea0200302ex99-1maria.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use Schedule 13D to which this exhibit |
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| February 20, 2024 |
Announcement Regarding Possible Offer Exhibit 99.1 For immediate release Announcement Regarding Possible Offer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT REGARDING A POSSIBLE OFFER, INCLUDING FOR THE PURPOSES OF RULE 2.12 OF THE IRISH TAKEOVER P |
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| February 20, 2024 |
EX-99.12 3 ea0200302ex99-12maria.htm LETTER AGREEMENT DATED FEBRUARY 19, 2024 BY AND BETWEEN RUNA CAPITAL AND MR. WIDENIUS Exhibit 99.12 LETTER AGREEMENT February 19, 2024 Michael “Monty” Widenius 38 Vanha Turuntie 02700, Kauniainen, Finland Runa Capital 459 Hamilton Ave, Ste. 306 Palo Alto, CA 94301 Attention: Murat Akuyev, General Counsel Email: [email protected] This letter agreement is being |
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| February 20, 2024 |
SC 13D/A 1 ea0200302-13da7runa2maria.htm AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Ru |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| February 14, 2024 |
EXHIBIT 99.1 MariaDB Files First Quarter Fiscal 2024 Financial Results REDWOOD CITY, Calif., and DUBLIN – February 14, 2024 – MariaDB plc (NYSE:MRDB) today filed its financial results for the first quarter of fiscal year 2024, which ended December 31, 2023. “Annual Recurring Revenue (ARR) is up 11% year-over-year in the first quarter of fiscal year 2024 coupled with a 77% improvement in Adjusted E |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41571 MariaDB |
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| February 14, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| February 6, 2024 |
EXHIBIT 10.1 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) dated as of February 5, 2024 (the “Effective Date”), by and among MARIADB PLC, an Irish public limited company, the Guarantors (as defined in the Note defined below) party hereto, the Holder (as defined in the Note) party hereto, and RP VENTURES LLC, a Delaware limited liability company, as agent for the Holder (the “ |
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| January 31, 2024 |
MRDB / MariaDB plc / Lionyet International Ltd. Passive Investment SC 13G/A 1 13GA.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) * MariaDB plc (Name of Issuer) Common Stock (Title of Class of Securities) G5920M100 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa Capital, Inc. Heidi Steele 459 Hamilton Ave, Ste. 306 McDermott Will & |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2024 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| January 11, 2024 |
EXHIBIT 10.1 1 FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE This FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (this “Amendment”) is entered into as of January 10, 2024, by and among MARIADB PLC, an Irish public limited company, as Issuer, the other Note Parties party hereto and RP Ventures LLC, as Agent and Holder. W I T N E S S E T H: WHEREAS, Issuer, the other Note Parties from time to |
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| January 11, 2024 |
EXHIBIT 99.1 MariaDB Reaches Agreement to Amend Senior Secured Promissory Note REDWOOD CITY, Calif., and DUBLIN – January 11, 2024 – MariaDB plc (NYSE:MRDB) today announced that that the $26.5 million senior secured promissory note entered into with RP Ventures LLC (“the RPV Note”) that was due January 10, 2024, has been amended, and the RPV Note will now expire on January 31, 2024. Further detail |
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| January 11, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 19 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| December 29, 2023 |
Separation Agreement between MariaDB plc and Franz Aman Exhibit 10.31 |
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| December 29, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 18 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| December 29, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41571 MariaDB plc (E |
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| December 29, 2023 |
EXHIBIT 4.7 DESCRIPTION OF SECURITIES The following description summarizes certain key terms of the share capital and other securities referenced of MariaDB plc (referred to herein as “us,” “our,” “we,” or the “Company”). The rights of our shareholders are governed by the laws of Ireland and the constitution of MariaDB plc adopted on December 16, 2022, and comprised of a memorandum of association |
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| December 29, 2023 |
Employment Agreement between MariaDB plc and Roya Shakoori - 1 - EMPLOYMENT AGREEMENT AgreementTHIS AGREEMENT , dated as of 04 June 2023, by and between MariaDB USA, Inc. |
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| December 29, 2023 |
MariaDB Files Form 10-K Annual Report EXHIBIT 99.1 MariaDB Files Form 10-K Annual Report REDWOOD CITY, Calif. and DUBLIN – December 29, 2023 – MariaDB plc (NYSE:MRDB) today announced that it has filed its Annual Report on Form 10-K for the fiscal year ending September 30, 2023 with the SEC. The report is available on the Securities & Exchange Commission’s (SEC’s) website at https://www.sec.gov and on MariaDB’s Investor Relations websi |
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| December 29, 2023 |
EXHIBIT 21.1 Subsidiaries of MariaDB plc MariaDB USA, Inc. (Delaware) |
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| October 27, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 17 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| October 23, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| October 23, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 16 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| October 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 15 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 13, 2023 |
EX-99.10 3 ea186613ex99-10maria.htm STATEMENT BY RUNA CAPITAL II (GP) NO INTENTION TO MAKE AN OFFER FOR MARIADB PLC AND POTENTIAL BRIDGE LOAN OF UP TO US$26.5 MILLION Exhibit 99.10 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNC |
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| October 13, 2023 |
EX-99.9 2 ea186613ex99-9maria.htm SENIOR SECURED PROMISSORY NOTE, DATED OCTOBER 10, 2023, BY MARIADB PLC IN FAVOR OF RP VENTURES LLC Exhibit 99.9 EXECUTION VERSION THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT |
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| October 13, 2023 |
SC 13D/A 1 ea186613-13da5runa2maria.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Run |
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| October 12, 2023 |
MRDB / MariaDB Plc - Class A / Ingels Jurgen G. A. - SCHEDULE 13D Activist Investment SC 13D 1 i67685559a.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Sébastien Thiel Partner and Chief Financial Officer Smartfin Management BV Priester Cu |
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| October 12, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 14 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| October 12, 2023 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| October 12, 2023 |
EX-2 3 i67685559c.htm POWER OF ATTORNEY EXHIBIT 2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS THAT the undersigned hereby constitutes and appoints Bart Luyten as the true and lawful attorney and agent of the undersigned, with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statements, reports or filings with respect to the undersigned |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| October 10, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 13 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| October 10, 2023 |
Senior Secured Promissory Note, dated October 10, 2023 EXHIBIT 10.1 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER. SENIOR SECURED PROMISSORY NOTE $26,500,000.00 Octob |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| October 10, 2023 |
EXHIBIT 99.1 MariaDB plc Enters Into $26.5 Million Financing Agreement MariaDB board of directors undergoes restructuring and welcomes two new directors REDWOOD CITY, Calif. and DUBLIN – October 10, 2023 – MariaDB plc (NYSE: MRDB) announced entry into a $26.5 million senior secured promissory note with RP Ventures LLC to fund working capital and pay off MariaDB’s outstanding term loan. The senior |
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| October 10, 2023 |
Press Release, dated October 10, 2023 EXHIBIT 99.1 MariaDB plc Enters Into $26.5 Million Financing Agreement MariaDB board of directors undergoes restructuring and welcomes two new directors REDWOOD CITY, Calif. and DUBLIN – October 10, 2023 – MariaDB plc (NYSE: MRDB) announced entry into a $26.5 million senior secured promissory note with RP Ventures LLC to fund working capital and pay off MariaDB’s outstanding term loan. The senior |
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| October 10, 2023 |
Senior Secured Promissory Note, dated October 10, 2023 EXHIBIT 10.1 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER. SENIOR SECURED PROMISSORY NOTE $26,500,000.00 Octob |
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| September 29, 2023 |
Exhibit 99.6 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 ( “IRISH TAKEOVER RU |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Runa Capital, Inc. 459 Hamilton Ave, Ste. 306 Palo Alto, CA 94301 646.629.9838 Kevin Sulli |
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| September 29, 2023 |
Statement Regarding Possible Offer for MariaDB plc (previously filed with Amendment No. 4) Exhibit 99.7 Correction Notice to statement re possible offer for MariaDB plc (“MariaDB” or the “Company”) Increased proposal to provide up to US$20 million in bridge financing Runa Capital II (GP) (“Runa”) today announces that its release issued on Tuesday, September 26, 2023 should have included a statement in accordance with Rule 2.5 of the Irish Takeover Rules. The corrected press release is s |
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| September 29, 2023 |
Exhibit 99.8 FORM 8.1(a) & (b) (Opening Position Disclosure) IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE 1. KEY INFORMATION (a) Full name of discloser: Runa Capital II (GP) (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of no |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa Capital, Inc. Heidi Steele 459 Hamilton Ave, Ste. 306 McDermott Will & |
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| September 25, 2023 |
Exhibit 99.5 CONFIDENTIAL September 22, 2023 MariaDB plc 699 Veterans Blvd Redwood City, California 94063 Attention: Board of Directors Ladies and Gentlemen: On behalf of Runa Capital II (GP), Runa Capital Fund II, L.P., Runa Capital Opportunity I (GP), Runa Capital Opportunity Fund I, L.P., and Runa Ventures I Limited (collectively, the “Sponsor”), we are pleased to present the following commitme |
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| September 22, 2023 |
MariaDB Receives NYSE Continued Listing Standards Notice Exhibit 99.1 MariaDB Receives NYSE Continued Listing Standards Notice REDWOOD CITY, Calif. and DUBLIN – September 22, 2023 – MariaDB plc (NYSE: MRDB) (the “Company”) today announced that it was notified on September 19, 2023 (the “Notice”) by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual because the Company’s avera |
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| September 22, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 12 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| September 22, 2023 |
Press Release issued by MariaDB plc, dated September 22, 2023 Exhibit 99.1 MariaDB Receives NYSE Continued Listing Standards Notice REDWOOD CITY, Calif. and DUBLIN – September 22, 2023 – MariaDB plc (NYSE: MRDB) (the “Company”) today announced that it was notified on September 19, 2023 (the “Notice”) by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual because the Company’s avera |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 21, 2023 |
Letter to the Issuer dated September 20, 2023 (previously filed with Amendment No. 2) EX-99.4 2 ea185508ex99-4maria.htm LETTER TO THE ISSUER DATED SEPTEMBER 20, 2023 Exhibit 99.4 OUR REF YOUR REF DATE BPQ\663673591 672142-1 20 September 2023 Matheson LLP Solicitors 70 Sir John Rogerson’s Quay Dublin 2 Ireland D02 R296 Theodore Wang: 950 Third Avenue 25th Floor New York New York, United States Alexander Byangmahn Suh: 2216 N Quince Way Upland, United States Jurgen Gino Alberic Ingel |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa Capital, Inc. Heidi Steele 459 Hamilton Ave, Ste. 306 McDermott Will & |
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| September 18, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 18, 2023 |
Announcement Regarding Possible Offer Exhibit 99.1 For immediate release Announcement Regarding Possible Offer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT REGARDING A POSSIBLE OFFER, INCLUDING FOR THE PURPOSES OF RULE 2.12 OF THE IRISH TAKEOVER P |
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| September 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 11 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| September 18, 2023 |
SC 13D/A 1 ea185310-13da1runamaria.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa |
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| September 18, 2023 |
EX-99.3 2 ea185310ex99-3runa.htm STATEMENT UNDER IRISH TAKEOVER RULES REGARDING POSSIBLE OFFER FOR MARIADB PLC Exhibit 99.3 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE I |
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| September 12, 2023 |
Joint Filing Agreement (previously filed with the Original Schedule 13D) Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use Schedule 13D to which this exhibit is attached. Each of them is responsible for the timely f |
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| September 12, 2023 |
Letter to the Issuer dated September 7, 2023 (previously filed with the Original Schedule 13D) Exhibit 99.2 BPQ/GWS/63515384 7 September 2023 MariaDB plc 70 Sir John Rogerson's Quay, Dublin 2, Dublin, D02 R296 Theodore Wang 950 Third Avenue 25th Floor New York New York, United States Alexander Byangmahn Suh 2216 N Quince Way Upland, United States Jurgen Gino Alberic Ingels Clemenceaustraat 177a Sint-Kat Waver, Belgium Harold Ross Berenson 11300 Tango Trail Parker, United States Christine An |
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| September 12, 2023 |
MRDB / MariaDB Plc - Class A / Runa Capital Fund II, L.P. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) Murat Akuyev, General Counsel Kevin Sullivan Runa Capital, Inc. Heidi Steele 459 Hamilton Ave, Ste. 306, Palo Alto, CA 9430 |
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| August 14, 2023 |
MariaDB Announces Third Quarter Fiscal 2023 Financial Results EXHIBIT 99.1 MariaDB Announces Third Quarter Fiscal 2023 Financial Results REDWOOD CITY, Calif. and DUBLIN – August 14, 2023 – MariaDB plc (NYSE:MRDB) today announced its financial results for the third quarter of fiscal year 2023, which ended June 30, 2023. “We drove strong 22% year-over-year revenue growth in the third quarter, which is consistent with our revenue growth rate over the last few y |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 10 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (t |
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| August 14, 2023 |
Employment Agreement between MariaDB plc and Franz Aman Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of 07 July 2023, by and between MariaDB USA, Inc. (the “Company”), and Franz Aman (the “Executive”), an individual. As of the Effective Date (defined below), this Agreement shall supersede and replace in its entirety any other employment agreement or offer letter, including any amendments thereto, previously entered into |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| August 14, 2023 |
Employment Agreement between MariaDB plc and Thomas Siegel Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of 19-May-2023, by and between MariaDB USA, Inc. (the “Company”), and Thomas Siegel (the “Executive”), an individual. WHEREAS, the Company desires to employ the Executive by entering into this Agreement embodying the terms of such employment, and the Executive desires to enter into this Agreement and to accept such emplo |
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| August 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 9 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| July 13, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 8 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E |
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| July 7, 2023 |
MRDB / MariaDB Plc - Class A / Linden Capital L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MariaDB plc (Name of Issuer) Ordinary Shares, nominal value $0.01 (Title of Class of Securities) G5920M100 (CUSIP Number) July 5, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| July 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 7 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| June 30, 2023 |
MariaDB Receives NYSE Continued Listing Standards Notice Exhibit 99.1 MariaDB Receives NYSE Continued Listing Standards Notice REDWOOD CITY, Calif. and DUBLIN – June 30, 2023 – MariaDB plc (NYSE: MRDB) today announced that it was notified on June 28, 2023 by the New York Stock Exchange (“NYSE”) that the company is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the company's ordinary shares w |
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| June 30, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 6 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| June 27, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 5 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission Fi |
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| June 23, 2023 |
As filed with the Securities and Exchange Commission on June 23, 2023 Table of Contents As filed with the Securities and Exchange Commission on June 23, 2023 Registration No. |
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| June 23, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) MariaDB plc (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Maximum Fee Aggregate Security Calculation Offering Type Security Class Title Rule Price(1)(2) Fee Rate Amount of Registration Fee Equity Ordinary Shares Rule 457(o) $ 30,000,000 0. |
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| June 5, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| May 30, 2023 |
Employment Agreement between MariaDB plc and Paul O’Brien, dated May 26, 2023. Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of May 26, 2023 by and between MariaDB USA, Inc. (the “Company”), and Paul O’Brien (the “Executive”), an individual. As of the Effective Date (defined below), this Agreement shall supersede and replace in its entirety any other employment or consultant agreement or offer letter, including any amendments thereto, p |
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| May 30, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 4 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| May 30, 2023 |
Exhibit 99.1 CONFIDENTIAL MariaDB Announces New Management Appointments Paul O’Brien named CEO and Board Member, and other executive additions REDWOOD CITY, Calif. and DUBLIN – May 30, 2023 – MariaDB plc (NYSE:MRDB) today announced Paul O’Brien has been appointed as the company’s new CEO and will serve as a member of the board of directors, effective May 26, 2023. Michael Howard, the company’s cur |
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| May 30, 2023 |
Employment Agreement between MariaDB plc and Paul O’Brien Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of May 26, 2023 by and between MariaDB USA, Inc. (the “Company”), and Paul O’Brien (the “Executive”), an individual. As of the Effective Date (defined below), this Agreement shall supersede and replace in its entirety any other employment or consultant agreement or offer letter, including any amendments thereto, p |
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| May 30, 2023 |
Separation Agreement between MariaDB plc and Michael Howard, dated May 26, 2023. Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE 1. Intent. This is a Separation Agreement and General Release (the “Agreement”) between Michael Howard (“Employee”) and MariaDB USA, Inc., a subsidiary of MariaDB plc (the “Company”) concerning Employee’s separation from employment with the Company. Employee and the Company shall be collectively referred to herein as the “Par |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E |
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| May 30, 2023 |
Separation Agreement between MariaDB plc and Michael Howard EX-10.2 3 tm2317206d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE 1. Intent. This is a Separation Agreement and General Release (the “Agreement”) between Michael Howard (“Employee”) and MariaDB USA, Inc., a subsidiary of MariaDB plc (the “Company”) concerning Employee’s separation from employment with the Company. Employee and the Company shall b |
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| May 30, 2023 |
Press Release, dated May 30, 2023. Exhibit 99.1 CONFIDENTIAL MariaDB Announces New Management Appointments Paul O’Brien named CEO and Board Member, and other executive additions REDWOOD CITY, Calif. and DUBLIN – May 30, 2023 – MariaDB plc (NYSE:MRDB) today announced Paul O’Brien has been appointed as the company’s new CEO and will serve as a member of the board of directors, effective May 26, 2023. Michael Howard, the company’s cur |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E |
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| May 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 3 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 8, 2023 |
MariaDB Announces Second Quarter Fiscal 2023 Financial Results Exhibit 99.1 MariaDB Announces Second Quarter Fiscal 2023 Financial Results REDWOOD CITY, Calif. and DUBLIN – May 8, 2023 – MariaDB plc (NYSE:MRDB) today announced its financial results for the second quarter of fiscal year 2023, which ended March 31, 2023. “The transformation of our business to the cloud is accelerating, reaching 101% year-over-year growth in cloud-related subscription revenue, u |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Em |
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| May 8, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 2 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| April 6, 2023 |
Exhibit 99.1 MariaDB Names Conor McCarthy as Chief Financial Officer Technology finance veteran joins MariaDB for next phase of accelerated cloud revenue growth REDWOOD CITY, Calif. and DUBLIN – April 6, 2023 – MariaDB plc (NYSE: MRDB) today announced the appointment of Conor McCarthy as chief financial officer (CFO), effective April 10, 2023. McCarthy, who has over 30 years leading finance organi |
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| April 6, 2023 |
Employment Agreement, dated as of March 31, 2023, between MariaDB plc and Conor McCarthy Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (this “Agreement”), dated as of the March 31, 2023, by and between MariaDB USA, Inc. (the “Company”), and Conor McCarthy (the “Executive”), an individual. WHEREAS, the Company desires to employ the Executive by entering into this Agreement embodying the terms of such employment, and the Executive desires to enter into this Agreement and to accept su |
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| April 6, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS SUPPLEMENT NO. 1 (to the Prospectus dated March 24, 2023) MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus supplement updates, amends and supplements the prospectus, dated March 24, 2023 (th |
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| March 27, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269268 PROSPECTUS MariaDB plc 16,351,314 Ordinary Shares Underlying Warrants 56,414,951 Ordinary Shares by selling holders 7,310,297 Warrants to Purchase Ordinary Shares by selling holders This prospectus relates to the issuance by us of an aggregate of up to 16,351,314 Ordinary Shares (as defined in this prospectus), co |
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| March 22, 2023 |
MariaDB plc 699 Veterans Blvd Redwood City, CA 94063 CORRESP MariaDB plc 699 Veterans Blvd Redwood City, CA 94063 March 22, 2023 VIA EDGAR Office of Technology Division of Corporation Finance U. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| March 3, 2023 |
SkySQL Corporation Ab Global Share Option Plan 2010 USA EX-99.9 9 tmb-20230303xex99d9.htm EX-99.9 Exhibit 99.9 11 November 2010 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2010 USA Rules Including amendments as of 2010 1 Meanings of words used In these Rules: “Board” means the Board of the Directors of the Company; “Business Day” means a day which is not a Saturday, Sunday or other public holiday or, with respect to the payment of promissory notes, |
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| March 3, 2023 |
EX-FILING FEES 12 tmb-20230303xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) MariaDB plc (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regist |
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| March 3, 2023 |
SkySQL Corporation Ab Global Share Option Plan 2010 Europe (France/Sweden) Exhibit 99.11 9 November 2010 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2010 EUROPE Rules Including amendments as of 2010 1 Meanings of words used In these Rules: “Board” means the Board of the Directors of the Company; “Business Day” means a day which is not a Saturday, Sunday or other public holiday or, with respect to the payment of promissory notes, is not equated with a public holiday in |
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| March 3, 2023 |
SkySQL Corporation Ab Global Share Option Plan 2010 Europe Exhibit 99.10 13 October 2010 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2010 EUROPE Rules Including amendments as of 2010 1 Meanings of words used In these Rules: “Board” means the Board of the Directors of the Company; “Business Day” means a day which is not a Saturday, Sunday or other public holiday or, with respect to the payment of promissory notes, is not equated with a public holiday in |
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| March 3, 2023 |
SkySQL Corporation Ab Global Share Option Plan 2012 USA Exhibit 99.7 29 February 2012 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2012 USA Rules Including amendments as of February 2012 1 Meanings of words used In these Rules: “Board” means the Board of the Directors of the Company; “Business Day” means a day which is not a Saturday, Sunday or other public holiday or, with respect to the payment of promissory notes, is not equated with a public holi |
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| March 3, 2023 |
MariaDB Corporation Ab Global Share Option Plan 2017 Exhibit 99.4 December 8, 2017 MariaDB Corporation Ab GLOBAL SHARE OPTION PLAN 2017 Rules 1 Definitions In these Rules the following defined terms shall have the following meaning: “Board” means the Board of the Directors of the Company; “Change of Control” means (i) a transfer of all or substantially all Shares to a third party or third parties; (ii) a sale of all or substantially all of the asset |
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| March 3, 2023 |
CORRESP March 3, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Edwin Kim Jan Woo Re: MariaDB plc Registration Statement on Form S-1 Filed January 17, 2023 File No. 333-269268 Ladies and Gentlemen: On behalf of MariaDB plc, an Irish public limited company (the “Comp |
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| March 3, 2023 |
SkySQL Corporation Ab Global Share Option Plan 2014 Exhibit 99.6 9 March 2014 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2014 Rules 1 Definitions In these Rules the following defined terms shall have the following meaning: “Board” means the Board of the Directors of the Company; “Change of Control” means (i) a transfer of all or substantially all Shares to a third party or third parties; (ii) a sale of all or substantially all of the assets of |
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| March 3, 2023 |
As filed with the Securities and Exchange Commission on March 3, 2023 As filed with the Securities and Exchange Commission on March 3, 2023 Registration No. |
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| March 3, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on March 3, 2023 Registration No. |
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| March 3, 2023 |
SkySQL Corporation Ab Global Share Option Plan 2012 Europe Exhibit 99.8 29 February 2012 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2012 EUROPE Rules Including amendments as of February 2012 1 Meanings of words used In these Rules: “Board” means the Board of the Directors of the Company; “Business Day” means a day which is not a Saturday, Sunday or other public holiday or, with respect to the payment of promissory notes, is not equated with a public h |
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| February 21, 2023 |
MRDB / MariaDB Plc - Class A / Lionyet International Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) * MariaDB plc (Name of Issuer) Common Stock (Title of Class of Securities) G5920M100 (CUSIP Number) February 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 21, 2023 |
Exhibit 99.1 MARIADB INVESTOR PRESENTATION February 21, 2023 Forward-Looking Statements. This presentation contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “project,” “estimate,” “believe,” “s |
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| February 21, 2023 |
MRDB / MariaDB Plc - Class A / Lionyet International Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment ) * MariaDB plc (Name of Issuer) Common Stock (Title of Class of Securities) G5920M100 (CUSIP Number) December 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| February 14, 2023 |
MRDB / MariaDB Plc - Class A / STEADFAST CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* MariaDB plc (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) G5920M100 (CUSIP Number) February 10, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 13, 2023 |
Exhibit 99.1 MariaDB Announces First Quarter Fiscal 2023 Financial Results Cloud-related subscription revenue up 90% year-over-year REDWOOD CITY, Calif. and DUBLIN – February 13, 2023 – MariaDB plc (NYSE: MRDB) today announced its financial results for the first quarter of fiscal year 2023, which ended December 31, 2022. “We continue to make progress at transforming our business to the cloud, demo |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| February 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| February 7, 2023 |
EX-99.1 2 brhc10047656ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 This joint filing agreement (this “Agreement”) is made and entered into as of the date set forth below. The parties to this Agreement hereby acknowledge and agree that (a) the foregoing statement on Schedule 13G, in respect of the Ordinary Shares of MariaDB plc, is filed on behalf of each party to this Agreement, and (b) all subsequent ame |
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| February 7, 2023 |
Runa Capital Fund II, L.P. - SC 13G SC 13G 1 brhc10047656sc13g.htm SC 13G Securities and Exchange Commission Washington, DC 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) December 16, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| February 3, 2023 |
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| February 3, 2023 |
Linden Capital L.P. - SC 13G/A SC 13G/A 1 d457578dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MariaDB plc (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) G5920M100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the |
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| February 3, 2023 |
MRDB / MariaDB Plc - Class A / Alibaba Group Holding Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R. |
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| January 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) MariaDB plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary Shares 457(g) 16,160,791 (1)(7) $11. |
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| January 17, 2023 |
As filed with the Securities and Exchange Commission on January 17, 2023 S-1 1 d748496ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on January 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 7372 Not Applicable (State or other jurisdiction o |
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| January 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2023 MariaDB plc (Exact name of registrant as specified in its charter) Ireland 001-41571 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| December 27, 2022 |
EX-1 EXHIBIT 1 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of December 27, 2022, by and between Intel Corporation and Intel Capital Corporation. |
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| December 27, 2022 |
MRDB / MariaDB Plc - Class A / INTEL CORP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* MariaDB plc (Name of Issuer) Ordinary Shares, $0.01 nominal value per share (Title of Class of Securities) G5920M100 (CUSIP Number) December 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 22, 2022 |
MARIADB CORPORATION AB AUDITED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 MARIADB CORPORATION AB AUDITED CONSOLIDATED FINANCIAL STATEMENTS F-1 INDEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 206) F-3 Consolidated Balance Sheets as of September 30, 2022 and 2021 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended September 30, 2022 and 2021 F-5 Consolidated Statements of Con |
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| December 22, 2022 |
2022 MariaDB plc Equity Incentive Plan Exhibit 10.7 MARIADB PLC 2022 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. The Company has adopted the 2022 Equity Incentive Plan to (a) attract, retain and motivate employees, Officers and Directors of, as well as individual service providers to, the Company and its Related Companies by providing them the opportunity to acquire an equity interest in the Company and (b) align their interests and |
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| December 22, 2022 |
Form of Registration Rights Agreement EX-10.3 7 d434176dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2022, is made and entered into by and among MariaDB plc, a public limited company incorporated in Ireland with registered number 606330 (the “Company”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), The |
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| December 22, 2022 |
Amended MariaDB Memorandum and Articles of Association Exhibit 3.1 Companies Act 2014 PUBLIC LIMITED COMPANY CONSTITUTION OF MARIADB PUBLIC LIMITED COMPANY MEMORANDUM OF ASSOCIATION 1. The name of the Company is MARIADB PUBLIC LIMITED COMPANY. 2. The Company is a public limited company, registered under Part 17 of the Companies Act 2014. 3. The objects for which the Company is established are: 3.1 To carry on the business of a holding company and to c |
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| December 22, 2022 |
EX-4.3 4 d434176dex43.htm EX-4.3 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 “Co |
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| December 22, 2022 |
MariaDB plc Non-Employee Director Compensation Program EX-10.11 15 d434176dex1011.htm EX-10.11 Exhibit 10.11 MARIADB PLC NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (Effective as of 18, 2022) This MariaDB plc Non-Employee Director Compensation Program (the “Program”) sets forth the compensation payable to eligible members of the Board of Directors (the “Board”) of MariaDB plc (the “Company”) as of the date set forth above (the “Effective Date”). Each m |
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| December 22, 2022 |
Exhibit 10.13 MARIADB CORPORATION AB AMENDED AND RESTATED GLOBAL SHARE OPTION PLAN 2017 USA Adopted by the Board on August 16, 2022 Approved by the Company?s stockholders on September 2, 2022 1 Definitions For purposes of the Plan and Awards granted hereunder, the following defined terms shall have the following meanings: ?Board? means the board of the directors of the Company; ?Business Day? mean |
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| December 22, 2022 |
Exhibit 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of December 16, 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (?APHC?), MariaDB plc, a public limited company incorporated in Ireland with registered number 606330 (?Irish Holdco?), Angel Pond Partners LLC, a Cayman Islands limited liability company (the ?Spo |
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| December 22, 2022 |
Exhibit 4.6 AMENDED AND RESTATED WARRANT AGREEMENT among MARIADB PLC, KREOS CAPITAL IV (EXPERT FUND) LIMITED and MARIADB PLC, as Warrant Agent THIS AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?) is made, effective as of the Merger Effective Time (as defined below), by and among MariaDB plc, a public limited company incorporated in Ireland with registered number 606330 (formerly known as |
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| December 22, 2022 |
Employment Offer Letter, dated November 4, 2018, between MariaDB Corporation AB and Michael Howard EX-10.15 19 d434176dex1015.htm EX-10.15 Exhibit 10.15 MariaDB Corporation Ab Offer Letter OFFER LETTER Dear Michael, On behalf of MariaDB Corporation Ab, a Finnish corporation (the “Company”), I am pleased to offer you the position of Chief Executive Officer of the Company. You will be employed by the Company’s US subsidiary, MariaDB USA, Inc. and, should you accept this offer (“Offer”), your empl |
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| December 22, 2022 |
Form of Deed of Indemnity Rights Exhibit 10.6 DEED OF INDEMNITY RIGHTS This Deed of Indemnity Rights, dated as of December 16, 2022 (this ?Agreement?), is by and between MariaDB plc, an Irish public limited company (formerly known as Mangomill plc, ?Irish Holdco?), and the undersigned director or officer of Angel Pond Holdings Corporation, a Cayman Islands exempted company (?APHC?). WHEREAS, on January 31, 2022, APHC, Irish Holdc |
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| December 22, 2022 |
MariaDB Corporation AB Summer 2022 USA Share Option Plan and Form of Agreement Exhibit 10.12 MARIADB CORPORATION AB SUMMER 2022 USA SHARE OPTION PLAN Adopted by the Board on July 4, 2022 Approved by the Company?s stockholders on July 18, 2022 1 Definitions For purposes of the Plan and Awards granted hereunder, the following defined terms shall have the following meanings: ?Board? means the board of the directors of the Company; ?Business Day? means a day which is not a Satur |
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| December 22, 2022 |
Employment Offer Letter, dated May 15, 2017, between MariaDB Corporation Ab and Jon Bakke EX-10.17 21 d434176dex1017.htm EX-10.17 Exhibit 10.17 MariaDB Corporation Ab Offer Letter OFFER LETTER Dear Jon Bakke, On behalf of MariaDB Corporation Ab, a Finnish corporation (the “Company”), I am pleased to offer you the position of CRO (Chief Revenue Officer). You will be employed by the Company’s US subsidiary, MariaDB USA, Inc. and, should you accept this offer (“Offer”), your employment sh |
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| December 22, 2022 |
Form of Restricted Stock Unit Award Grant Notice Exhibit 10.8 MARIADB PLC 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE (Global) MariaDB plc (the ?Company?) hereby grants to you under its 2022 Equity Incentive Plan (the ?Plan?) an award of Restricted Stock Units (the ?RSUs?) as set forth below. The RSUs are subject to all the terms and conditions set forth in the Plan, this Restricted Stock Unit Award Grant Notice (Global) |
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| December 22, 2022 |
Exhibit 99.4 MariaDB Completes Merger and Lands on NYSE as ?MRDB? MariaDB Ordinary Shares and Warrants to Begin Trading December 19, 2022 ? MariaDB announces the closing of its business combination with Angel Pond Holdings Corporation ? The combined company has been renamed MariaDB plc and is dual headquartered in Redwood City, California and Dublin, Ireland ? MariaDB ended FY22 with over $50m in |
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| December 22, 2022 |
Exhibit 99.3 MARIADB MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless otherwise indicated or the context otherwise requires, references in this section to ?MariaDB? ?we?, ?us? or ?our? refer to MariaDB Corporation Ab and its consolidated subsidiaries prior to the closing of the Business Combination described below. The following discussion and analysis o |
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| December 22, 2022 |
SkySQL Corporation Ab Global Share Option Plan 2014 USA Exhibit 10.14 9 March 2014 SkySQL Corporation Ab GLOBAL SHARE OPTION PLAN 2014 USA Rules 1 Definitions In these Rules the following defined terms shall have the following meaning: ?Board? means the Board of the Directors of the Company; ?Change of Control? means (i) a transfer of all or substantially all Shares to a third party or third parties; (ii) a sale of all or substantially all of the asset |
