UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
July 23, 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 19 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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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PN |
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CUSIP No. G5920M100 |
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Page 3 of 19 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 |
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OWNED |
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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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OO (Cayman Islands exempted company) |
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CUSIP No. G5920M100 |
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Page 4 of 19 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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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PN |
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CUSIP No. G5920M100 |
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Page 5 of 19 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 |
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OWNED |
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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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OO (Cayman Islands exempted company) |
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CUSIP No. G5920M100 |
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Page 6 of 19 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 |
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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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OO (Bermuda company) |
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CUSIP No. G5920M100 |
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Page 7 of 19 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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Smartfin Management BV |
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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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AF |
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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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Belgium |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IA |
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CUSIP No. G5920M100 |
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Page 8 of 19 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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Smartfin Capital NV |
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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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WC |
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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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Belgium |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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OO |
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CUSIP No. G5920M100 |
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Page 9 of 19 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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Smartfin Capital II CommV |
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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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WC |
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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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Belgium |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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PN |
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CUSIP No. G5920M100 |
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Page 10 of 19 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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Bart Luyten |
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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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AF |
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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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Belgium |
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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 |
|
0 |
BY |
9 |
SOLE DISPOSITIVE POWER |
EACH |
|
|
REPORTING |
|
0 |
PERSON |
10 |
SHARED DISPOSITIVE POWER |
WITH |
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|
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IN |
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CUSIP No. G5920M100 |
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Page 11 of 19 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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Jürgen Ingels |
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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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|
AF |
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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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Belgium |
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7 |
SOLE VOTING POWER |
NUMBER |
|
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OF |
|
0 |
SHARES |
8 |
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED |
|
0 |
BY |
9 |
SOLE DISPOSITIVE POWER |
EACH |
|
|
REPORTING |
|
0 |
PERSON |
10 |
SHARED DISPOSITIVE POWER |
WITH |
|
|
|
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
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|
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|
0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IN |
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CUSIP No. G5920M100 |
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Page 12 of 19 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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Open Ocean Opportunity Fund I Ky |
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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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WC |
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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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Finland |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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PN |
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CUSIP No. G5920M100 |
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Page 13 of 19 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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Open Ocean Fund Two Ky |
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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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WC |
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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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Finland |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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PN |
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CUSIP No. G5920M100 |
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Page 14 of 19 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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Patrik Backman |
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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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WC |
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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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Finland |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IN |
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CUSIP No. G5920M100 |
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Page 15 of 19 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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Ralf Wahlsten |
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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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WC |
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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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Finland |
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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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0 |
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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0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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0 |
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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% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IN |
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CUSIP No. G5920M100 |
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Page 16 of 19 Pages |
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Explanatory Note
This Amendment No. 11 (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 “Runa Entities”) 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 Runa Entities with the SEC on September 18, 2023 (“Amendment No. 1”), Amendment No. 2 to
the Original Schedule 13D filed by the Runa Entities with the SEC on September 21, 2023 (“Amendment No. 2”), Amendment No.
3 to the Original Schedule 13D filed by the Runa Entities with the SEC on September 25, 2023 (“Amendment No. 3”), Amendment
No. 4 to the Original Schedule 13D filed by the Runa Entities with the SEC on September 29, 2023 (“Amendment No. 4”), Amendment
No. 5 to the Original Schedule 13D filed by the Runa Entities with the SEC on October 13, 2023 (“Amendment No. 5”), Amendment
No. 6 to the Original Schedule 13D filed by the Runa Entities with the SEC on January 16, 2024 (“Amendment No. 6”), Amendment
No. 7 to the Original Schedule 13D filed by the Runa Entities and Michael “Monty” Widenius with the SEC on February 20, 2024
(“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D filed with the SEC on March 21, 2024 (“Amendment No.
8”) by the Runa Entities, Smartfin Management BV, a private limited company organized and existing under the laws of Belgium (“Smartfin
Management”), Smartfin Capital NV, a public limited company organized and existing under the laws of Belgium (“Smartfin Capital
NV”), Smartfin Capital II CommV, a limited partnership organized and existing under the laws of Belgium (“Smartfin Capital
II,” and together with Smartfin Capital NV, the “Smartfin Funds”), Bart Luyten, a citizen of Belgium (“Mr. Luyten”),
and Jürgen Ingels, a citizen of Belgium (“Mr. Ingels,” and together with Smartfin Management, the Smartfin Funds and
Mr. Luyten, the “Smartfin Entities”), Michael “Monty” Widenius, and Open Ocean Opportunity Fund I Ky, a Finish
limited partnership (kommandiittiyhtiö), Open Ocean Fund Two Ky, a Finish limited partnership (kommandiittiyhtiö), Patrik Backman,
and Ralf Wahlsten (“Mr. Wahlsten,” and together with Open Ocean Opportunity Fund I Ky, Open Ocean Fund Two Ky and Mr. Backman,
the “Open Ocean Entities”), Amendment No. 9 to the Original Schedule 13D filed by the Runa Entities, Mr. Widenius, the Smartfin
Entities and the Open Ocean Entities with the SEC on April 1, 2024 (“Amendment No. 9”), and Amendment No. 10 filed by the
Runa Entities, Mr. Widenius, the Smartfin Entities and the Open Ocean Entities with the SEC on April 26, 2024 (“Amendment No. 10”
and together with the Amendment, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6,
Amendment No. 7, Amendment No. 8, and Amendment No. 9, collectively the “Schedule 13D”). This Schedule 13D relates to the
ordinary shares (the “Ordinary Shares”) of MariaDB plc (“Issuer” or the “Company”). 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.
The filing of this Amendment represents the final
amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 3. Source or Amount of Funds or Other Consideration
The information set forth in Item 4 is incorporated
herein by reference.
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CUSIP No. G5920M100 |
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Page 17 of 19 Pages |
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Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is amended to add the
following:
As previously disclosed, (i) on April 24, 2024,
Bidco announced the terms of its recommended cash offer to acquire the entire issued and to be issued share capital of Issuer for $0.55
per share (the “Cash Offer”); or, as an alternative to the Cash Offer, eligible shareholders of Issuer could elect to receive
one unlisted, unregistered non-voting Class B unit of Topco (the “Unlisted Unit Alternative” and with the Cash Offer, collectively,
the “Offer”); and (ii) in connection with the Offer, the Reporting Persons entered into Deeds of Irrevocable Undertakings
in which they each agreed to accept or elect (i) the Cash Offer or alternatively (if Bidco or certain affiliates of Bidco elect to switch
to a scheme of arrangement with respect to Issuer under the Irish Companies Act 2014) the scheme of arrangement under the Companies Act
2014 or (ii) other than the Runa Entities, the Unlisted Unit Alternative.
The Cash Offer expired at 5:00 p.m. (New York City
time) on July 23, 2024 (the “Expiration Time”). The Reporting Persons tendered, or caused to be tendered, all of the Ordinary
Shares owned by the Reporting Persons in the Offer, for the right to receive a cash payment of $0.55 per Ordinary Share or, other than
the Runa Entities, the Unlisted Unit Alternative. As a result of the satisfaction of the conditions to the Offer, Bidco accepted all Ordinary
Shares validly tendered (and not properly withdrawn) pursuant to the Offer.
The Ordinary Shares tendered, or caused to be tendered,
by the Reporting Persons in the Offer constituted all of the Ordinary Shares beneficially owned by the Reporting Persons.
Accordingly, as of July 23, 2024, the Reporting
Persons ceased to beneficially own any Ordinary Shares of the Issuer.
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.
(b) For information regarding beneficial ownership, see the information
presented on the cover pages of this Schedule 13D, which is incorporated herein by reference.
(c) The information set forth in Item 4 is incorporated herein by reference.
(d) Not applicable.
(e) As of July 23, 2024, the Reporting Persons ceased to beneficially
own any Ordinary Shares of the Issuer.
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CUSIP No. G5920M100 |
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Page
18 of 19 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.
July 29, 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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CUSIP No. G5920M100 |
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Page 19 of 19 Pages |
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SMARTFIN MANAGEMENT BV |
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By: |
/s/ Bart Luyten |
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Name: |
Bart Luyten |
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Title: |
Authorized Person |
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SMARTFIN CAPITAL NV |
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By: Smartfin Management BV, its general partner |
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By: |
/s/ Bart Luyten |
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Name: |
Bart Luyten |
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Title: |
Authorized Person |
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SMARTFIN CAPITAL II COMMV |
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By: Smartfin Management BV, its general partner |
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By: |
/s/ Bart Luyten |
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Name: |
Bart Luyten |
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Title: |
Authorized Person |
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/s/ Bart Luyten |
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Bart Luyten |
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/s/ Jürgen Ingels |
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Jürgen Ingels |
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OPEN OCEAN OPPORTUNITY FUND I KY |
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By: |
/s/ Ralf Wahlsten |
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Name: |
Ralf Wahlsten |
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Title: |
Authorized Signatory |
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OPEN OCEAN FUND TWO KY |
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By: |
/s/ Ralf Wahlsten |
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Name: |
Ralf Wahlsten |
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Title: |
Authorized Signatory |
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/s/ Patrik Backman |
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Patrik Backman |
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/s/ Ralf Wahlsten |
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Ralf Wahlsten |
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