SEC Form SC 13D/A filed by MariaDB plc (Amendment)

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)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 19, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

The information required on 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 (“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).

SCHEDULE 13D/A

Item 1. Security and Issuer.

This Amendment No. 8 (the “Amendment”) hereby amends the Schedule 13D initially filed by Runa Capital Fund II, L.P., Runa Capital II (GP), Runa Capital Opportunity Fund I, L.P., Runa Capital Opportunity I (GP) and Runa Ventures I Limited (collectively, the “Initial Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on September 12, 2023 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on September 18, 2023 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on September 21, 2023 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on September 25, 2023 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on September 29, 2023 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on October 13, 2023 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on January 16, 2024 (“Amendment No. 6”) and Amendment No. 7 to the Original Schedule 13D filed by the Initial Reporting Persons with the SEC on February 20, 2024, which added Michael “Monty” Widenius as a Reporting Person (“Amendment No. 7,” and together with the Amendment, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, collectively the “Schedule 13D”). The Amendment relates to the ordinary shares (the “Ordinary Shares”) of MariaDB plc (the “Issuer” or the “Company”). The address of the Issuer is 699 Veterans Blvd., Redwood City, CA 94063 and its jurisdiction of incorporation is Ireland. The Reporting Persons have filed this Schedule 13D to provide the flexibility to potentially engage in the future in one or more of the activities described below in Item 4. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D or applicable amendment thereto. Except as set forth herein, the Original Schedule 13D, as amended to date, is unmodified.

This Amendment also amends that statement on Schedule 13D filed by the Smartfin Entities (as defined below) with the SEC on October 12, 2023.

This Amendment is being filed to disclose the events set forth in Item 4 below and to add the Smartfin Entities and the Open Ocean Entities (as defined below) as Reporting Persons to this Schedule 13D.

Item 2. Security and Issuer

Item 2 of the Schedule 13D is amended to add the following Smartfin Entities and Open Ocean Entities as Reporting Persons:

Smartfin Entities

The Smartfin Funds, for which Smartfin Management is the general partner and acts as investment advisor, directly own the Ordinary Shares set forth in this Schedule 13D attributed to the Smartfin Entities, as described in further detail in Item 5 of this Schedule 13D. Smartfin Management may be deemed to have beneficial ownership over the Ordinary Shares directly owned by the Smartfin Funds by virtue of the authority granted to it to vote and to dispose of the securities held by the Smartfin Funds, including the Ordinary Shares.

Mr. Luyten is a Founding Partner of Smartfin Management and may be deemed to have beneficial ownership over the Ordinary Shares directly owned by the Smartfin Funds by virtue of his authority, as permanent representative of Smartfin Management with respect to the Smartfin Funds, to vote and to dispose of the securities held by the Smartfin Funds, including the Ordinary Shares.

Mr. Ingels is a Founding Partner of Smartfin Management and serves as a member of the board of directors of the Issuer.

(b) The principal business address of each of the Smartfin Entities is c/o Smartfin Management BV, Priester Cuypersstraat 3, B-1040 Brussels, Belgium.

(c) The principal business of Smartfin Management is serving as general partner and investment advisor to the Smartfin Funds and other funds and private investment vehicles affiliated with the Smartfin Entities. The principal business of each of Smartfin Capital NV and Smartfin Capital II is making investments. The principal occupation of each of Mr. Luyten and Mr. Ingels is serving as a Founding Partner of Smartfin Management.

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of each of Smartfin Management, Smartfin Capital NV and Smartfin Capital II is set forth in Schedule I attached hereto.

(d) None of the Smartfin Entities, nor, to the best of the Smartfin Entities’ knowledge, any manager or executive officer of Smartfin Management, Smartfin Capital NV and Smartfin Capital II, has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Smartfin Entities, nor, to the best of the Smartfin Entities’ knowledge, any manager or executive officer of Smartfin Management, Smartfin Capital NV and Smartfin Capital II, has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Open Ocean Entities

(b) The principal business address of each of the Open Ocean Entities is Mikonkatu 1 B, 3rd floor, 00100 Helsinki, Finland.

(c) The principal business of each of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky is making venture capital investments. The principal occupation of Patrik Backman is serving as General Partner and Chief Executive Officer of each of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky. The principal occupation of Ralf Wahlsten is serving as General Partner and Chairman of each of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky .

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of each of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky is set forth in Schedule I attached hereto.

(d) None of the Open Ocean Entities, nor, to the best of the Open Ocean Entities’ knowledge, any manager or executive officer of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky, has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Open Ocean Entities, nor, to the best of the Open Ocean Entities’ knowledge, any manager or executive officer of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky, has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by adding the following:

The Ordinary Shares were acquired by the Smartfin Funds and the Open Ocean Entities on December 16, 2022 in connection with the consummation of the business combination and the other transactions involving the Issuer, including the conversion of the Smartfin Funds’ and the Open Ocean Entities’ existing interests in the Issuer’s predecessor entity, MariaDB Corporation Ab, a Finnish private limited liability company, as described in greater detail in the Issuer’s Current Report on Form 8-K, as filed with the SEC on December 22, 2022. The source of funding for the purchases by each of the Smartfin Funds and the Open Ocean Entities’ of their respective interests in such predecessor entity of the Issuer was the general working capital.

Mr. Ingels has received an aggregate of 230,633 restricted stock units of the Issuer in connection with his service as a member of the board of directors of the Issuer, of which 48,342 restricted stock units vested and were automatically converted into an equal number of Ordinary Shares on June 28, 2023.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is amended to add the following:

On March 19, 2024, each of the Runa Entities, the Smartfin Entities and the Open Ocean Entities delivered a letter to the Issuer in which they stated their opposition to the non-binding proposal (the “K1 Proposal”) made by K1 Investment Management, LLC (“K1”) to the board of directors of the Issuer to acquire, together with K1’s investment affiliates, all of the issued, and to be issued, share capital of the Issuer at a value of $0.55 per share (the “K1 Possible Offer”), as reported by K1 in its press release issued on February 16, 2024, as the Reporting Persons do not believe the K1 Proposal is in the best interests of the Issuer or its shareholders. The Reporting Persons elected to form a group to collectively express their opposition to the K1 Proposal. The communication to the Issuer also stated that the Reporting Persons believed that, given the Irish law requirements for approving a takeover deal and the substantial holdings of the Reporting Persons, the K1 Proposal was not actionable from a practical perspective and the board of directors of the Issuer has a duty to inform the other shareholders of the Issuer. The Reporting Persons indicated that they believe that the K1 Proposal prejudices the Issuer’s position to be able to pursue strategic alternatives that would help the Issuer’s financial position. Prior to the K1 Proposal, the Issuer and RP Ventures LLC were in negotiations with respect to a transaction to restructure all or any material part of the obligations under that certain senior secured promissory note, dated as of October 10, 2023 and amended on January 10, 2024, issued by the Issuer to RP Ventures LLC in the principal amount of $26,500,000, which is currently past due and in default. The Reporting Persons urge the board of directors of the Issuer to take appropriate action to create a path where the Issuer can address its operational and capital needs.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated as follows:

(a) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D, which is incorporated herein by reference.

The Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 filed by the Issuer with the SEC on February 14, 2024 reports that 67,749,429 Ordinary Shares were issued and outstanding as of February 9, 2024. Based on this information, the Reporting Persons have assumed that 67,749,429 Ordinary Shares were issued and outstanding as of March 19, 2024 for purposes of this Schedule 13D, and all calculations of percentage ownership in this Schedule 13D are based on such assumed number of issued and outstanding Ordinary Shares.

As of March 19, 2024, the Reporting Persons may be deemed to beneficially own, in the aggregate, 15,502,884 Ordinary Shares, which represents 22.9% of the outstanding Ordinary Shares.

(b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D, which is incorporated herein by reference.

All investment and voting decisions relating to the Ordinary Shares held by the Runa Entities are made by the investment committees of the general partner or managing shareholder of the Runa Entities (the “Runa Investment Committees”). Each Runa Investment Committee is comprised of Andrey Bliznyuk, Dmitry Chikhachev, Dmitry Galperin and Ilya Zubarev. Voting and investment decisions of each Runa Investment Committee requires an affirmative vote of at least three of the foregoing individuals with no such member voting against such a decision. John O’Kelly Lynch and Gary Carr, each a director of the general partner or managing shareholder, or their respective representatives have the discretion to make investment decisions by the relevant company based on recommendations made by the members of the relevant Runa Investment Committee.

All of the Ordinary Shares (other than those held by Mr. Ingels) which the Smartfin Entities may be deemed to beneficially own are held directly by the Smartfin Funds. Smartfin Management, as the general partner and investment advisor to the Smartfin Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held directly by the Smartfin Funds. Mr. Luyten may be deemed to have the power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held directly by the Smartfin Funds by virtue of his authority as permanent representative of Smartfin Management with respect to the Smartfin Funds. Mr. Ingels may be deemed to beneficially own the 48,324 shares held directly by him by virtue of his power to vote or direct the vote of (and the power to dispose or direct the disposition of) such shares, which he received as consideration for his service as a member of the board of directors of the Issuer.

Smartfin Capital NV may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held directly by Smartfin Capital NV. Smartfin Capital II may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held directly by Smartfin Capital II.

Mr. Widenius has sole voting and investment power with respect to 400,000 Ordinary Shares.

All investment and voting decisions relating to the Ordinary Shares held by Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky are made by the directors of such entities.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 7. Materials to be Filed as Exhibits

SCHEDULE 13D/A

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Amendment to the Statement on Schedule 13D is true, complete and correct.

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS

OF THE

SMARTFIN ENTITIES AND THE OPEN OCEAN ENTITIES

The following sets forth the name, position, and principal occupation of each Director and executive officer of each of the Smartfin Entities.

The following sets forth the name, position, and principal occupation of each director and executive officer of each of Open Ocean Opportunity Fund I Ky and Open Ocean Fund Two Ky.

The business address of each Director and the Chief Executive Officer is c/o Open Ocean Opportunity Fund, Mikonkatu 1 B, 3rd floor, 00100 Helsinki, Finland. The jurisdiction of formation of each of the persons listed above (and citizenship of Patrik Backman, and Ralf Wahlsten) is Finland.

To the best of the Open Ocean Entities’ knowledge, except as set forth in this Schedule 13D, none of the Directors, executive officers or General Partners of the Open Ocean Entities own any Ordinary Shares.