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 |
Runa Capital, Inc. |
Heidi Steele |
595 Pacific Ave., Floor 4 |
McDermott Will & Emery
LLP |
San Francisco, CA 94133 |
200 Clarendon St. |
646.629.9838 |
Boston, MA 02116 |
|
617.535.4000 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
17, 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 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 disclosures provided in a prior cover page. |
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
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CUSIP No. G5920M100 |
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Page 2 of
12 Pages |
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1 |
NAME
OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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Runa
Capital Fund II, L.P. |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) |
☒ |
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(b) |
☐ |
3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
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PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Cayman
Islands |
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7 |
SOLE
VOTING POWER |
NUMBER |
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OF |
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0 |
SHARES |
8 |
SHARED
VOTING POWER |
BENEFICIALLY |
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|
OWNED |
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2,557,043 |
BY |
9 |
SOLE
DISPOSITIVE POWER |
EACH |
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REPORTING |
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0 |
PERSON |
10 |
SHARED
DISPOSITIVE POWER |
WITH |
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2,557,043 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,557,043 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.8%(1) |
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14 |
TYPE
OF REPORTING PERSON (See Instructions) |
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PN |
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1 | Based
on 67,749,429 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”),
outstanding as of February 9, 2024, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on February
14, 2024. |
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CUSIP No. G5920M100 |
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Page 3 of
12 Pages |
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1 |
NAME
OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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Runa
Capital II (GP) |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) |
☒ |
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(b) |
☐ |
3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
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PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Cayman
Islands |
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7 |
SOLE
VOTING POWER |
NUMBER |
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OF |
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0 |
SHARES |
8 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED |
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2,557,043 |
BY |
9 |
SOLE
DISPOSITIVE POWER |
EACH |
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|
REPORTING |
|
0 |
PERSON |
10 |
SHARED
DISPOSITIVE POWER |
WITH |
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|
2,557,043 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,557,043 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.8%1 |
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14 |
TYPE
OF REPORTING PERSON (See Instructions) |
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OO
(Cayman Islands exempted company) |
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1 | Based
on 67,749,429 Ordinary Shares outstanding as of February 9, 2024, as disclosed in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 14, 2024. |
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CUSIP No. G5920M100 |
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Page 4 of
12 Pages |
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1 |
NAME
OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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Runa
Capital Opportunity Fund I, L.P. |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) |
☒ |
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(b) |
☐ |
3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
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PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Cayman
Islands |
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7 |
SOLE
VOTING POWER |
NUMBER |
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OF |
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0 |
SHARES |
8 |
SHARED
VOTING POWER |
BENEFICIALLY |
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OWNED |
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1,992,618 |
BY |
9 |
SOLE
DISPOSITIVE POWER |
EACH |
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|
REPORTING |
|
0 |
PERSON |
10 |
SHARED
DISPOSITIVE POWER |
WITH |
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1,992,618 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,992,618 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.9%1 |
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14 |
TYPE
OF REPORTING PERSON (See Instructions) |
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PN |
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1 | Based
on 67,749,429 Ordinary Shares outstanding as of February 9, 2024, as disclosed in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 14, 2024. |
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CUSIP No. G5920M100 |
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Page 5 of
12 Pages |
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1 |
NAME
OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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Runa
Capital Opportunity I (GP) |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) |
☒ |
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(b) |
☐ |
3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
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PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Cayman
Islands |
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7 |
SOLE
VOTING POWER |
NUMBER |
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OF |
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0 |
SHARES |
8 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED |
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2,711,969 |
BY |
9 |
SOLE
DISPOSITIVE POWER |
EACH |
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|
REPORTING |
|
0 |
PERSON |
10 |
SHARED
DISPOSITIVE POWER |
WITH |
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2,711,969 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,711,969 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.0%1 |
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14 |
TYPE
OF REPORTING PERSON (See Instructions) |
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OO
(Cayman Islands exempted company) |
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1 | Based
on 67,749,429 Ordinary Shares outstanding as of February 9, 2024, as disclosed in the
Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 14, 2024. |
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CUSIP No. G5920M100 |
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Page 6 of
12 Pages |
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1 |
NAME
OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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Runa
Ventures I Limited |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) |
☒ |
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(b) |
☐ |
3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
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PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Bermuda |
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7 |
SOLE
VOTING POWER |
NUMBER |
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OF |
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0 |
SHARES |
8 |
SHARED
VOTING POWER |
BENEFICIALLY |
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OWNED |
|
719,351 |
BY |
9 |
SOLE
DISPOSITIVE POWER |
EACH |
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|
REPORTING |
|
0 |
PERSON |
10 |
SHARED
DISPOSITIVE POWER |
WITH |
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|
719,351 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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719,351 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.1%1 |
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14 |
TYPE
OF REPORTING PERSON (See Instructions) |
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OO
(Bermuda company) |
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1 |
Based on 67,749,429 Ordinary
Shares outstanding as of February 9, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
February 14, 2024. |
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CUSIP No. G5920M100 |
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Page 7 of
12 Pages |
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1 |
NAME
OF REPORTING PERSON. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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Michael
“Monty” Widenius |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) |
☒ |
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(b) |
☐ |
3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS (See Instructions) |
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|
PF |
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5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Bermuda |
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7 |
SOLE
VOTING POWER |
NUMBER |
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OF |
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400,000 |
SHARES |
8 |
SHARED
VOTING POWER |
BENEFICIALLY |
|
|
OWNED |
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0 |
BY |
9 |
SOLE
DISPOSITIVE POWER |
EACH |
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|
REPORTING |
|
400,000 |
PERSON |
10 |
SHARED
DISPOSITIVE POWER |
WITH |
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000 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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400,000 |
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12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.6%1 |
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14 |
TYPE
OF REPORTING PERSON (See Instructions) |
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IN |
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1 |
Based on 67,749,429 Ordinary
Shares outstanding as of February 9, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
February 14, 2024. |
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CUSIP No. G5920M100 |
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Page 8 of
12 Pages |
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Item 1.
Security and Issuer.
This
Amendment No. 7 (the “Amendment”) hereby amends the Schedule 13D filed by the 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 Reporting Persons with the SEC on September 18, 2023 (the “Amendment No. 1”), Amendment
No. 2 to the Original Schedule 13D filed by the Reporting Persons with the SEC on September 21, 2023 (“Amendment No. 2”),
Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons with the SEC on September 25, 2023 (the “Amendment
No. 3”), Amendment No. 4 to the Original Schedule 13D filed by the Reporting Persons with the SEC on September 29, 2023 (the “Amendment
No. 4”), Amendment No. 5 to the Original Schedule 13D filed by the Reporting Persons with the SEC on October 13, 2023 (the “Amendment
No. 5”) and Amendment No. 6 to the Original Schedule 13D filed by the Reporting Persons with the SEC on January 16, 2024 (the “Amendment
No. 6”, and together with the Amendment, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5,
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 previously reported their beneficial ownership of Ordinary Shares on a Schedule 13G
filed with the Securities and Exchange Commission on February 7, 2023. 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 Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
This
Amendment is being filed to disclose the events set forth in Item 4 below and to add Michael Widenius as a Reporting Person to this Schedule
13D.
Item 2.
Security and Issuer
Item
2 of the Schedule 13D is amended to add the following:
Michael
“Monty” Widenius has been added to this Schedule 13D as a Reporting Person. As a result of the Letter Agreement discussed
in Item 4 below, Mr. Widenius and the other Reporting Persons may be deemed to be a group for purposes of this Schedule 13D.
Mr.
Widenius is a software developer, information technology consultant and the founder of the Issuer. Mr. Widenius is a citizen of Finland
and his business address is 38 Vanha Turuntie, 02700, Kauniainen, Finland.
Mr.
Widenius has not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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 finding any violation with respect to such laws.
Item 4.
Purpose of the Transaction
Item
4 of the Schedule 13D is amended to add the following:
Event
of Default
On
February 17, 2024, RP Ventures LLC delivered a notice of default to the Company (the “Notice”) to notify the Company that
an event of default (the “Event of Default”) has occurred and is continuing under Section 15.5 of that certain Senior Secured
Promissory Note, dated as of October 10, 2023 (as (i) amended by that certain First Amendment to Senior Secured Promissory Note, dated
January 10, 2024 and (ii) amended, restated, supplemented or otherwise modified from time to time, the “Note”) issued by
the Issuer and the other parties thereto (collectively, the “Note Parties”) to, and for the benefit of, RP Ventures LLC (the
“Holder”). The Event of Default arose as a result of a third party publicly announcing on February 16, 2024 that the third
party made a non-binding proposal to the board of directors of the Issuer to acquire all of the issued, and to be issued, share capital
of the Issuer at a value of $0.55 per share, in violation of Section 3.4 of that certain Forbearance Agreement, dated as of February
5, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Forbearance Agreement”) by and
among, the Note Parties, the Holder, and RP Ventures LLC, in its capacity as Agent for the Holder (the “Specified Default”).
The Specified Default is in addition to any other default or Events of Default that have occurred and are continuing, including, for
the avoidance of doubt, the “Existing Defaults” identified on Exhibit A to the Forbearance Agreement (such events of default,
together with the Specified Defaults, the “Existing Defaults”). The Note Parties shall continue to comply with all limitations,
restrictions and prohibitions that are effective or otherwise applicable under the Note and the other Notes Documents during the continuance
of the Existing Defaults.
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CUSIP No. G5920M100 |
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Page 9 of
12 Pages |
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As
a result of the foregoing defaults, the Holder has provided notice to the Issuer of its election to sweep the cash in the deposit accounts
of the Issuer located in the U.S. that are subject to a control agreement between the applicable financial institution, the Holder, and
the applicable Note Party, leaving $1.5 million in such deposit accounts. In addition, the Holder is evaluating other remedies that it
may have under the Note, the Forbearance Agreement and applicable law, including, without limitation, (i) the commencement of a
legal or other action to collect any or all of the liabilities and obligations from the Note Parties and any other person liable therefor
and/or that has rights to any collateral subject to that certain Guarantee and Collateral Agreement (the “Collateral”) issued
in connection with the Note, (ii) the foreclosure or other realization on any or all of the Collateral and/or as appropriate, set-off
or application for the payment of any or all of the liabilities and obligations owed under, any or all of the Collateral, and (iii) the
taking of any other enforcement action or the exercise of any or all rights and remedies provided for under the Note or applicable law.
Letter
Agreement with Mr. Widenius
On
February 19, 2024, Runa Capital and Mr. Widenius entered into a Letter Agreement (the “Letter Agreement”) under which (i)
Mr. Widenius agreed to work exclusively with Runa Capital and the Reporting Persons with respect to any transaction with the Issuer and
(ii) Runa Capital agreed to ensure that Mr. Widenius would be provided the opportunity to invest in any transaction between the Issuer
and Runa Capital involving any form of financing, acquisition or change of control of the Issuer, including any acquisition of all or
a material portion (5% or more) of the assets or equity of the Issuer or any of its subsidiaries (a “Qualifying Transaction”).
In the event there is a Qualifying Transaction involving the Issuer and a party other than the Reporting Persons that does not include
material participation of the Reporting Persons, Open Ocean Opportunity Fund I Ky, and Open Ocean Fund Two Ky in the equity and governance
of the Issuer, Mr. Widenius will immediately cease his support and involvement with the Issuer. Based solely on information set forth
in the Issuer’s Registration Statement on Form S-1 which was filed with the Securities and Exchange Commission on June 23, 2023,
Open Ocean Opportunity Fund I Ky beneficially owns 1,802,847 Ordinary Shares of the Issuer and Open Ocean Fund Two Ky beneficially owns
1,457,649 Ordinary Shares of the Issuer.
The
foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of such document, a copy of
which is attached hereto as Exhibit 99.12 and is incorporated herein by reference.
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.
Runa Fund
II is the holder of record of 2,557,043 Ordinary Shares of the Issuer (the “Runa Fund II Shares”), which represents 3.8%
of the outstanding Ordinary Shares. Runa GP-2 is the general partner of Runa Fund II. Thus, Runa GP-2 may be deemed to have beneficial
ownership of the Runa Fund II Shares.
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CUSIP No. G5920M100 |
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Page 10 of
12 Pages |
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Runa Opportunity
Fund I is the holder of record of 1,992,618 Ordinary Shares of the Issuer (the “Runa Opportunity Fund I Shares”), which represents
2.9% of the outstanding Ordinary Shares. Runa Ventures I is the holder of record of 719,351 Ordinary Shares of the Issuer (the “Runa
Ventures I Shares”), which represents 1.1% of the outstanding Ordinary Shares. Runa Opportunity GP-I is the general partner of
Runa Opportunity Fund I and the managing shareholder of Runa Ventures I. Thus, Runa Opportunity GP-I may be deemed to have beneficial
ownership of the Runa Opportunity Fund I Shares and the Runa Ventures I Shares.
Mr. Widenius
beneficially owns 400,000 Ordinary Shares of the Issuer (the “Widenius Shares”), which represents 0.6% of the outstanding
Ordinary Shares.
The Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2023 filed by the Issuer with the Securities and Exchange Commission
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 February 9, 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 February
20, 2024, the Reporting Persons may be deemed to beneficially own, in the aggregate, 5,669,012 Ordinary Shares, which represents
8.4% 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 Reporting Persons other than Mr. Widenius are made by the investment
committees of the general partner or managing shareholder of the Reporting Person (the “Investment Committee”). Each Investment
Committee is comprised of Andrey Bliznyuk, Dmitry Chikhachev, Dmitry Galperin and Ilya Zubarev. Voting and investment decisions of each
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 Investment Committee.
Mr. Widenius
has sole voting and investment power with respect to 400,000 of the Widenius Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. G5920M100 |
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Page 11 of
12 Pages |
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Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is amended to add the following:
The
information set forth in Item 4 is incorporated herein by reference.
Item 7.
Materials to be Filed as Exhibits
99.1 |
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Joint
Filing Agreement (filed herewith). |
99.2 |
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Letter
to the Issuer dated September 7, 2023 (previously filed with the Original Schedule 13D). |
99.3 |
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Statement
Under Irish Takeover Rules Regarding Possible Offer for MariaDB plc (previously filed with the Amendment No. 1 to Schedule 13D). |
99.4 |
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Letter
to the Issuer dated September 20, 2023 (previously filed with Amendment No. 2). |
99.5 |
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Commitment
Letter, dated September 22, 2023, by and between Runa Capital Fund II, L.P., represented by its general partner Runa Capital II (GP),
and MariaDB plc (previously filed with Amendment No. 3). |
99.6 |
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Statement
by Runa Regarding Corporate Governance Concerns at MariaDB plc and Shareholder Engagement (previously filed with Amendment No. 4). |
99.7 |
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Statement
Regarding Possible Offer for MariaDB plc (previously filed with Amendment No. 4) |
99.8 |
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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
(previously filed with Amendment No. 4). |
99.9 |
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Senior
Secured Promissory Note, dated October 10, 2023, by MariaDB plc in favor of RP Ventures LLC (previously filed with Amendment No.
5). |
99.10 |
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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 (previously
filed with Amendment No. 5). |
99.11 |
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First
Amendment to Senior Secured Promissory Note, dated January 10, 2024, by and among MariaDB plc, RP Ventures LLC, and the other note
parties thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with
the Securities and Exchange Commission on January 11, 2024). |
99.12 |
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Letter Agreement dated February 19, 2024 by and between Runa Capital and Mr. Widenius (filed herewith). |
99.13 |
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Forbearance
Agreement by and among MariaDB plc, MariaDB USA, Inc., MariaDB Canada Corp., MariaDB UK LTD, MariaDB Bulgaria EOOD, RP Ventures LLC,
as Agent, and RP Ventures LLC, as Holder, dated as of February 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 6, 2024). |
SCHEDULE
13D/A
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CUSIP No. G5920M100 |
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Page 12 of
12 Pages |
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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.
February 20, 2024 |
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Runa Capital Fund II, L.P. |
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By: Runa Capital II (GP) |
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(General Partner) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Capital II (GP) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Capital Opportunity Fund I, L.P. |
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By: Runa Capital Opportunity I (GP) |
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(General Partner) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Capital Opportunity I (GP) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Ventures I Limited |
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By: Runa Capital Opportunity I (GP) |
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(Managing Shareholder) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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By: |
/s/ Michael
Widenius |
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Name: |
Michael Widenius |
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 filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein;
but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is inaccurate. All subsequent amendments to the foregoing
statement on Schedule 13D may be filed on behalf of each party to this Agreement without filing additional joint filing agreements.
The undersigned shall not be deemed to admit membership in a group by reason of entering into this Joint Filing Agreement.
IN WITNESS WHEREOF, the undersigned
hereby execute this Joint Filing Agreement as of February 20, 2024.
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Runa Capital Fund II, L.P. |
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By: |
Runa Capital II (GP) |
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(General Partner) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Capital II (GP) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Capital Opportunity Fund I, L.P. |
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By: |
Runa Capital Opportunity I (GP) |
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(General Partner) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Capital Opportunity I (GP) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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Runa Ventures I Limited |
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By: |
Runa Capital Opportunity I (GP) |
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(Managing Shareholder) |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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By: |
/s/ Michael Widenius |
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Name: |
Michael 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: notices@runacap.com
This
letter agreement is being entered into to memorialize the ongoing relationship and commitments of Michael “Monty” Widenius
(“Mr. Widenius”) and Runa Capital (“Runa” and together with Mr. Widenius, the “Partners”). The Partners
have been working together for years to support the operations, capital needs and growth of MariaDB, plc (“MRDB”). Mr. Widenius
and his team are the critical development engine for MRDB and they desire to ensure that the Runa, Smartfin and Open Ocean, two of the
other long-term investors in MRDB, continue to have significant involvement in the ownership and governance of MRDB. Most recently, Runa
has made significant attempts to support MRDB through numerous offers of financing and other support to save MRDB from further financial
and operational deterioration. The involvement of third parties who do not have MRDB’s best interests in mind have impaired MRDB’s
ability to continue to work with the Partners. In order to protect MRDB’s best interests, the Partners hereby agree as follows:
Mr.
Widenius will work exclusively with Runa and its affiliates with respect to any transaction with MRDB. In exchange for such exclusivity,
Runa will ensure that Mr. Widenius is provided the opportunity to invest in any Qualifying Transaction between MRDB and Runa. For purposes
of this letter agreement, “Qualifying Transaction” means a transaction involving any form of financing, acquisition or change
of control of MRDB, including any acquisition of all or a material portion (5% or more) of the assets or equity of MRDB or any of subsidiaries.
In
the event there is a Qualifying Transaction involving MRDB and a party other than the Partners that does not include material participation
of the Partners and Open Ocean in the equity and governance of MRDB, Mr. Widenius will immediately cease his support and involvement
with MRDB.
This
letter agreement is solely between Mr. Widenius and Runa. While there are references to other persons, those references are merely definitional
and no agreement or understanding of any kind has been reached with any other person.
All
provisions of this letter agreement shall be governed by and construed in accordance with the laws of the state of Delaware. By signing
below, each party hereby consents to the exclusive jurisdiction of Delaware state courts and federal courts located in Delaware with
respect to the resolution of all disputes arising hereunder. This letter agreement will be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
This
letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together,
shall constitute one agreement. Delivery of an executed signature page to this letter agreement by facsimile transmission or PDF file
shall be effective as delivery of a manually executed counterpart hereof.
[Signature
Page Follows]
Accepted,
acknowledged and agreed: |
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RUNA CAPITAL |
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By: |
/s/ Gary Carr |
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Name: |
Gary Carr |
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Title: |
Director |
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/s/ Michael Widenius |
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Michael Widenius |
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