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    Amendment: SEC Form SC 13G/A filed by Alibaba Group Holding Limited

    11/14/24 4:03:02 PM ET
    $BABA
    Business Services
    Consumer Discretionary
    Get the next $BABA alert in real time by email
    SC 13G/A 1 tm2427805d1_sc13ga.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 the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

      ¨ Rule 13d-1(b)

     

      x Rule 13d-1(c)

     

      ¨ Rule 13d-1(d) 

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

     

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba Group Holding Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    Cayman Islands

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 2

     

     

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba.com Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    Cayman Islands

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 3

     

      

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba.com Investment Holding Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    British Virgin Islands

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 4

     

     

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba.com International (Cayman) Holding Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    Cayman Islands

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 5

     

     

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba.com Holding Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    Cayman Islands

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 6

     

      

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba Singapore Holding Private Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    Singapore

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 7

     

     

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba.com Singapore E-Commerce Private Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    Singapore

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

     

    * See Item 4 below.

     

    Page 8

     

     

    CUSIP No. G5920M100

     

    1.

    Names of Reporting Persons

     

    Alibaba.com (Europe) Limited

     

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) ¨

     

    3.

    SEC Use Only

     

    4.

    Citizenship or Place of Organization

     

    United Kingdom

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power*

     

    0

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power*

     

    0 

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    0 

    10.

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

    ¨

    11.

    Percent of Class Represented by Amount in Row (9)*

     

    0%

    12.

    Type of Reporting Person (See Instructions)

     

    CO 

      

    * See Item 4 below.

     

    Page 9

     

     

    Item 1.

     

      (a) Name of Issuer

     

    MariaDB plc

     

      (b) Address of Issuer’s Principal Executive Offices

     

    699 Veterans Blvd

    Redwood City, CA 94063

     

    Item 2.

     

      (a) Name of Person(s) Filing

     

    This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons (collectively, the “Reporting Persons”):

    1. Alibaba Group Holding Limited

    2. Alibaba.com Limited

    3. Alibaba.com Investment Holding Limited

    4. Alibaba.com International (Cayman) Holding Limited

    5. Alibaba.com Holding Limited

    6. Alibaba Singapore Holding Private Limited

    7. Alibaba.com Singapore E-Commerce Private Limited

    8. Alibaba.com (Europe) Limited

     

      (b) Address of Principal Business Office or, if none, Residence

     

    The principal business address of each of the Reporting Persons is as follows:

    c/o Alibaba Group Services Limited

    26/F Tower One, Times Square, 1 Matheson Street

    Causeway Bay, Hong Kong

     

      (c) Citizenship

     

    1. Alibaba Group Holding Limited: Cayman Islands

    2. Alibaba.com Limited: Cayman Islands

    3. Alibaba.com Investment Holding Limited: British Virgin Islands

    4. Alibaba.com International (Cayman) Holding Limited: Cayman Islands

    5. Alibaba.com Holding Limited: Cayman Islands

    6. Alibaba Singapore Holding Private Limited: Singapore

    7. Alibaba.com Singapore E-Commerce Private Limited: Singapore

    8. Alibaba.com (Europe) Limited: United Kingdom

     

      (d) Title of Class of Securities

     

    Ordinary Shares, $0.01 nominal value per share

     

      (e) CUSIP Number

     

    G5920M100

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     

    Not applicable.

     

    Page 10

     

     

    Item 4. Ownership

     

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 (the “Issuer”).

     

    (a), (b), and (c)

     

    Reporting Persons  Number of Shares
    With Sole Voting
    and
    Dispositive Power
       Number of Shares
    With Shared Voting
    and
    Dispositive Power
       Aggregate
    Number
    of Shares
    Beneficially
    Owned
       Percentage of
    Class
    Beneficially
    Owned
     
    Alibaba Group Holding Limited   0    0(1)   0(1)   0%
    Alibaba.com Limited   0    0(1)   0(1)   0%
    Alibaba.com Investment Holding Limited   0    0(1)   0(1)   0%
    Alibaba.com International (Cayman) Holding Limited   0    0(1)   0(1)   0%
    Alibaba.com Holding Limited   0    0(1)   0(1)   0%
    Alibaba Singapore Holding Private Limited   0    0(1)   0(1)   0%
    Alibaba.com Singapore E-Commerce Private Limited   0    0(1)   0(1)   0%
    Alibaba.com (Europe) Limited   0    0(1)   0(1)   0%

     

    (1)   This Amendment No. 1 amends the Statement on Schedule 13G filed by the Reporting Persons on February 3, 2023 and follows completion of the Buy Out as referenced and defined in the Form 15 filed by the Issuer with the Securities and Exchange Commission on September 5, 2024. As a result of the completion of the Buy Out on August 26, 2024, the Reporting Persons ceased to be a beneficial owner of the Issuer’s Ordinary Shares.  

     

    Item 5. Ownership of Five Percent or Less of a Class

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

     

    Item 6. Ownership of More than Five Percent on Behalf of Another Person

     

    Not applicable.

     

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

     

    Not applicable.

     

    Page 11

     

     

    Item 8. Identification and Classification of Members of the Group

     

    Not applicable.

     

    Item 9. Notice of Dissolution of Group

     

    Not applicable.

     

    Item 10. Certification

     

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

     

    Page 12

     

     

    Signature

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: November  14, 2024

     

      ALIBABA GROUP HOLDING LIMITED
       
      By: /s/ Kevin Jinwei ZHANG
      Name: Kevin Jinwei ZHANG
      Title: Company Secretary

     

      ALIBABA.COM LIMITED
       
      By: /s/ Kevin Jinwei ZHANG
      Name: Kevin Jinwei ZHANG
      Title: Director

     

      ALIBABA.COM INVESTMENT HOLDING LIMITED
       
      By: /s/ Kevin Jinwei ZHANG
      Name: Kevin Jinwei ZHANG
      Title: Director

     

      ALIBABA.COM INTERNATIONAL (CAYMAN) HOLDING LIMITED
       
      By: /s/ Lei Jin
      Name: Lei Jin
      Title: Authorized Signatory

     

      ALIBABA.COM HOLDING LIMITED
       
      By: /s/ Lei Jin
      Name: Lei Jin
      Title: Authorized Signatory

     

      ALIBABA SINGAPORE HOLDING PRIVATE LIMITED
       
      By: /s/ Lei Jin
      Name: Lei Jin
      Title: Authorized Signatory

     

      ALIBABA.COM SINGAPORE E-COMMERCE PRIVATE LIMITED
       
      By: /s/ Lei Jin
      Name: Lei Jin
      Title: Authorized Signatory

     

      ALIBABA.COM (EUROPE) LIMITED
       
      By: /s/ Chen Yingjie
      Name: Chen Yingjie
      Title: Authorized Signatory

     

    Page 13

     

     

    Exhibit Index

     

    Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.

     

    Page 14

     

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      $BABA
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      Business Services
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      $BABA
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    • Amendment: SEC Form SC 13G/A filed by Alibaba Group Holding Limited

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    • Amendment: SEC Form SC 13G/A filed by Alibaba Group Holding Limited

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