UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 16, 2024
MariaDB plc
(Exact name of registrant as specified in its charter)
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Ireland
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001-41571
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N/A
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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699 Veterans Blvd
Redwood City, CA 94063
(Address of principal executive offices, including zip code)
(855) 562-7423
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, nominal value $0.01 per share
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MRDB
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New York Stock Exchange
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Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
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MRDBW
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously announced by MariaDB plc, an Irish public limited company (“MariaDB” or the “Company”), on July 25, 2024 the cash consideration payable in
connection with the unsolicited offer (the “Offer”) by Meridian BidCo LLC, a Delaware limited liability company (“Bidco”), an affiliate of K1 Investment Management, LLC, a Delaware limited liability company, to purchase all of the issued and to be
issued ordinary shares of $0.01 each (nominal value) of MariaDB (the “MariaDB Shares”) was settled. On July 26, 2024, Bidco sent compulsory acquisition notices to those MariaDB shareholders who did not accept the Offer (the “Non-Assenting
Shareholders”). On August 26, 2024, MariaDB Shares held by Non-Assenting Shareholders will be acquired compulsorily by Bidco on the same terms as the Offer (the “Buy Out”).
On August 16, 2024, the board of directors of the Company approved the delisting and
deregistration of the MariaDB Shares and MariaDB Warrants (as defined below). In connection with the consummation of the Buy Out, the Company notified the New York Stock Exchange (“NYSE”) that all outstanding MariaDB Shares not held by Bidco were
exchanged pursuant to the Buy Out into cash consideration. The Company requested that the NYSE file a notification of removal from listing and/or registration on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the
delisting of the MariaDB Shares and the warrants to subscribe for MariaDB Shares (the “MariaDB Warrants”). The last day of trading for the MariaDB Shares and MariaDB Warrants is expected to be on or about August 23, 2024.
In addition, the Company intends to file with the SEC a certification and notice of termination on Form 15 requesting that the MariaDB Shares and MariaDB
Warrants be deregistered under Section 12(g) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the MariaDB
Shares and MariaDB Warrants be suspended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MariaDB plc
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Dated: August 16, 2024
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By:
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/s/ Conor McCarthy
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Name:
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Conor McCarthy
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Title:
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Chief Financial Officer
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