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. 9)*

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 27, 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. 9 (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”), Amendment No. 7 to the Original Schedule 13D filed by the Initial Reporting Persons and Michael “Monty” Widenius with the SEC on February 20, 2024 (“Amendment No. 7”), and Amendment No. 8 to the Original Schedule 13D filed by the Initial Reporting Persons, Mr. Widenius, the Smartfin Entities and the Open Ocean entities with the SEC on March 21, 2024 (“Amendment No. 8” and together with the Amendment, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, collectively the “Schedule 13D”). This Schedule 13D 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. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D or applicable amendment thereto.

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

This Amendment is being filed to disclose the events set forth in Item 4.

Item 4. Purpose of the Transaction

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

On March 27, 2024, each of the Runa Entities, the Smartfin Entities and the Open Ocean Entities delivered a letter to the Issuer (the “Letters”) in which they stated their opposition to the non-binding proposals (the “Proposals”) made by (i) K1 Investment Management, LLC (“K1”) to the board of directors of the Issuer setting forth its consideration of making an offer 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, as reported by K1 in its press release issued on February 16, 2024 (the “K1 Possible Offer”), and (ii) Progress Software Corp. (“Progress”) to the board of directors of the Issuer setting forth its consideration of making an offer to acquire all the issued and to be issued share capital of the Issuer at a value of $0.60 per share, as reported by Progress in its press release issued on March 26, 2024 (the “Progress Possible Offer”). The Reporting Persons believe neither of the Proposals is in the best interests of the Issuer. Additionally, the Reporting Persons noted Progress’s prior attacks on the founders of the Issuer in Progress Software Corporation, et al, v. MySQL AB and believe that the Progress Possible Offer is a further attempt to disrupt the business of MariaDB and the mission of the MariaDB Foundation. In light of this, the Reporting Persons stated that they will oppose any attempts to consummate a transaction with Progress. 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.

Copies of the Letters are filed hereto as Exhibits 99.17, 99.18 and 99.19 and are incorporated herein by reference.

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.