mrdb-20240331

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


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

________________________________________

(Exact name of registrant as specified in its charter)


Ireland			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

699 Veterans Blvd Redwood City, California			94063
(Address of Principal Executive Offices)			(Zip Code)

(855) 562-7423

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, nominal value $0.01 per share

MRDB

New York Stock Exchange

Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share

MRDBW

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this

chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Refer to the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 68,997,819 shares of common stock as of May 7, 2024.

Table of Contents


		Page
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)	7
	Condensed Consolidated Balance Sheets	8
	Condensed Consolidated Statements of Operations	9
	Condensed Consolidated Statements of Stockholders’ Deficit	10
	Condensed Consolidated Statement of Cash Flows	11
	Notes to Unaudited Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
Part II - Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43
Signatures		45

Selected Definitions

Unless otherwise stated in this report or the context otherwise requires, reference to:

“Business Combination” means Irish Domestication Merger, the Merger and the other transactions contemplated by the Merger Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Irish Domestication Merger” means the merger of Merger Sub with and into APHC, with APHC continuing as the surviving entity and a wholly owned subsidiary of Mangomill, pursuant to the terms and conditions of the Merger Agreement.

“Irish Takeover Rules” means the Irish Takeover Panel Act 1997, Takeover Rules 2022.

“Legacy MariaDB” means MariaDB Corporation Ab, a Finnish private limited liability company.

“Mangomill” or “Irish Holdco” means, prior to the consummation of the Business Combination, Mangomill plc, an Irish public limited company and wholly owned subsidiary of APHC.

“MariaDB,” the “Company,” the “Combined Company,” “we” or “us” means MariaDB plc and its consolidated subsidiaries after giving effect to the consummation of the Business Combination, unless otherwise indicated.

“Merger” means the merger of Legacy MariaDB with and into Mangomill pursuant to the terms and conditions of the Merger Agreement, which was completed on December 16, 2022.

“Merger Agreement” means the Business Combination Agreement, dated as of January 31, 2022, as amended by Amendment No.1 to Business Combination Agreement dated as of December 9, 2022, by and among APHC, Merger Sub, Mangomill and Legacy MariaDB.

“Merger Sub” means Meridian MergerSub Inc., a Cayman Islands exempted company and wholly owned subsidiary of Mangomill.

“NYSE” Means the New York Stock Exchange, on which the Ordinary Shares and Public Warrants are currently listed.

“Ordinary Shares” means the ordinary shares, nominal value $0.01 per share, of MariaDB plc.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Cautionary Note Regarding Forward-Looking Statements

This report includes expectations, beliefs, projections, estimates, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts and that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements may appear throughout this report, including, but not limited to, Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The forward-looking statements included in this report include statements regarding our future financial position and operating results, as well as our strategy, future operations, prospects, plans and objectives of management. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “projects,” “anticipates,” or the negative version of these words or other comparable words or phrases.

These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions, strategies, and plans regarding future events and performance and are based on currently available information as to the outcome and timing of future events and performance. We caution you that these forward-looking statements are subject to risks and uncertainties (including those described in our filings with the Securities and Exchange Commission), most of which are difficult to predict and many of which are beyond our control, incident to our operations.

These forward-looking statements are based on information available as of the date of this report. While our management believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Current expectations, forecasts and assumptions involve a number of risks and uncertainties. Accordingly, forward-looking statements in this report should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•our ability to continue as a going concern and to secure additional financing needed to meet short-term and long-term liquidity needs, which would become particularly challenging in the near future if we are unable to restructure our obligations under the senior secured promissory note (the "RP Note" and as assigned, the “K1 Note”) with Meridian Topco LLC (“Meridian”), which matured on January 31, 2024;

•our business, including our management, is required to take or is restricted from taking various actions under the terms of the K1 Note and the Forbearance Agreement, dated as of February 5, 2024, entered into by and among the Company, guarantors under the RP Note and RP Ventures (the “Forbearance Agreement”), which could adversely affect our ability to execute our operating plans or address other strategic priorities such as raising additional capital;

•our ability to execute the restructuring plan we announced in October 2023 and to realize the expected improvements to our operating results and liquidity from that plan;

•our failure to meet the continued listing requirements of the NYSE (or another national securities exchange), which could result in the delisting of our securities, or otherwise our failure to continue listing on NYSE (or another national securities exchange), could limit the value of our securities and liquidity and otherwise negatively impact or business;

•our ability to compete in an increasingly competitive environment, including our ability to effectively evolve our business;

•our ability to retain, recruit and integrate qualified personnel, including officers, directors and other key personnel (including those with public company experience);

•our ability to retain existing customers and their business and attract additional customers and their business;

•any breach of our security measures, or those of our service providers or customers, or if unauthorized parties otherwise obtain access to our or our customers’ data or software;

•intellectual property, information technology and privacy requirements that may subject us to unanticipated liabilities;

•our ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and our ability to manage our operations, including potential growth and expansion of our business operations and building out controls, effectively;

•our ability to effectively operate as a public company;

•any regulatory actions or litigation (including the claims discussed elsewhere in this report) relating to, among other things, the Business Combination; and

•the other risks and uncertainties set forth in this report in the section titled “Risk Factors”.

Part I. Financial Information

Item 1. Financial Statements

INDEX TO THE FINANCIAL STATEMENTS

MARIADB PLC

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Condensed Consolidated Balance Sheets as of March 31, 202 4 and September 30, 2023			8
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended March 31, 202 4 and 202 3			9
Condensed Consolidated Statements of Stockholders’ Deficit for the s ix months ended March 31, 202 4 and 202 3			10
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 202 4 and 202 3			11
Notes to Unaudited Condensed Consolidated Financial Statements			12

MariaDB plc

Condensed Consolidated Balance Sheets

(in thousands, except par value and share amounts)


	March 31, 2024		September 30, 2023
	(unaudited)		(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,758	$	4,467

Accounts receivable, net	8,666		13,956
Prepaids and other current assets	7,637		5,780
Total current assets	18,061		24,203
Property and equipment, net	173		232


Operating lease right-of-use assets	136		509
Other noncurrent assets	5,190		4,848
Total assets	$	23,560	$	29,792
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,471	$	4,378
Accrued expenses	5,845		6,450
Operating lease liabilities	147		539
Debt	25,583		15,855
Deferred revenue	29,226		29,828
Total current liabilities	65,272		57,050


Deferred revenue, net of current	14,779		16,793
Warrant liabilities	1,440		1,295
Deferred tax liability	—		173
Total liabilities	81,491		75,311
Commitments and contingencies (Note 7)

Stockholders’ Deficit:
Ordinary shares, par value of $0.01 per share; 67,749,429 and 67,713,368 shares issued and outstanding as of March 31, 2024 and September 30, 2023	674		674
Additional paid-in-capital	213,501		213,307
Accumulated deficit	(261,667)		(249,380)
Accumulated other comprehensive loss	(10,439)		(10,120)
Total stockholders’ deficit	(57,931)		(45,519)
Total liabilities and stockholders’ deficit	$	23,560	$	29,792

Refer to Notes to Unaudited Condensed Consolidated Financial Statements

MariaDB plc

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,		Six Months Ended March 31,
	2024	2023	2024	2023
Revenue:
Subscription	$

SEC Form 10-Q filed by MariaDB plc