WASHINGTON, D.C. 20549
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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 §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following
box.☐
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).
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1
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NAMES OF REPORTING PERSONS
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Meridian BidCo LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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61,263,283
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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61,263,283
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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61,263,283
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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88.7%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Calculated based on 69,067,030 ordinary shares outstanding as of July 22, 2024, as disclosed in the Issuer’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission (the “SEC”) on July 24, 2024.
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1
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NAMES OF REPORTING PERSONS
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K1 Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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61,263,283
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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61,263,283
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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61,263,283
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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88.7%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Calculated based on 69,067,030 ordinary shares outstanding as of July 22, 2024, as disclosed in the Issuer’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on July
24, 2024.
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| Item 1. |
Security and Issuer
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This Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, par value $0.01 per share (the “Ordinary Shares”),
of MariaDB plc, (the “Issuer”), with its principal executive offices located at 699 Veterans Blvd., Redwood City, CA 94063 and its jurisdiction of incorporation is Ireland.
| Item 2. |
Identity and Background
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(a)-(c)
This Schedule 13D is being jointly filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference, by each of the following persons (collectively,
the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
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(i) |
Meridian BidCo, LLC (“BidCo”) by virtue of its direct ownership of Ordinary Shares;
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(ii) |
K1 Investment Management, LLC (“K1 Investment”) as the general partner of K5 Capital Advisors, L.P. (“K5 Capital”), which is
the general partner of K5 Private Investors, L.P. (“K5 Private Investors”), which is the sole member of Meridian TopCo LLC (“TopCo”), which is the sole member
of BidCo.
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BidCo was formed on March 28, 2024, for the purpose of making the Offer (as defined in Item 4 below) and has conducted no business activities other than those related to the making and
consummation of the Offer. The principal business of K1 Investment consists of performing the functions of, and serving as, the general partner of K5 Capital, making capital contributions to K5 Capital and doing all things necessary or incidental
thereto. The principal office address of the Reporting Persons is c/o K1 Investment Management, LLC, 875 Manhattan Beach Blvd., Manhattan Beach, CA 90266.
(d)-(e)
During the last five years, the Reporting Persons have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the
Reporting Persons have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 3. |
Source and Amount of Funds or Other Consideration
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The information contained in or incorporated into Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3.
This Schedule 13D relates to BidCo’s acquisition of Ordinary Shares pursuant to the Offer (as described in Item 4 below). The Offer expired at 5:00 p.m. (New York City time) on July 23, 2024, and BidCo accepted for
purchase a total of 61,263,283 Ordinary Shares validly tendered and not properly withdrawn prior to such time for a total purchase price of $33,694,805.65.BidCo funded the Offer and intends to fund the Buy Out
(as defined in Item 4 below) through the existing resources of K5 Private Investors, pursuant to the equity commitment letter entered into between Bidco and K5 Private Investors on April 24, 2024 for up to $53,795,920.12, which was filed as
Exhibit (d)(1) to BidCo’s Schedule TO and is incorporated herein by reference (the “Equity Commitment Letter”) as Exhibit 10.3.
| Item 4. |
Purpose of Transaction
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This Schedule 13D relates to BidCo’s acquisition of Ordinary Shares in its unsolicited offer (the “Offer”) , to purchase all of the issued and to be issued Ordinary Shares of
the Issuer and Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or other rights to purchase, subscribe for, or be allocated Ordinary Shares
for $0.55 per Ordinary Share. The Offer expired at 5:00 p.m. (New York City time) on July 23, 2024, and BidCo accepted for purchase a total of 61,263,283 Ordinary Shares validly tendered and not properly withdrawn prior to such time.
BidCo intends to apply the provisions of Sections 456 to 460 of the Companies Act 2014 of Ireland to acquire compulsorily, on the same terms as the Offer, any outstanding MariaDB Shares not acquired or agreed to be
acquired pursuant to the Offer (the “Buy Out”). Once the Buy Out is completed, BidCo intends to delist the Ordinary Shares from the New York Stock Exchange and deregister such shares under Section 12(b) of
the Exchange Act (the “Deregistration”).
The purpose of the Offer and the Buy Out is for BidCo to acquire the entire equity interest in the Issuer.
The foregoing description of the Offer is qualified in its entirety by the full text of the Amended and Restated Offer Document, dated June 24, 2024, which is attached hereto as Exhibit 10.2 and
is incorporated herein by reference.
| Item 5. |
Interest in Securities of the Issuer
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(a)-(b)
BidCo directly holds 61,263,283 Ordinary Shares, representing 88.7% of the Ordinary Shares outstanding as of July 22, 2024. All such
ownership percentages of the securities reported herein are calculated assuming 69,067,030 Ordinary Shares are outstanding as reported by the Issuer in its
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2024..
BidCo is the direct owner of the reported securities. TopCo is the sole member of BidCo and K5 Private Investors is the sole member of TopCo. K5 Capital is the general partner of K5
Private Investors and K1 Investment serves as the general partner of K5 Capital Advisors. As a result of the foregoing ownership and relationships, each of BidCo, TopCo, K5 Private Investors, K5 Capital and K5 Capital Advisors may be deemed to
share beneficial ownership of the Ordinary Shares directly held by BidCo.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Issuer, or any of the Reporting Persons that it is the beneficial owner of any of
the Ordinary Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership (other than beneficial ownership of Ordinary Shares directly held by such Reporting Person) is expressly
disclaimed by each such Reporting Person.
(c)-(d)
Except as reported in Item 4 hereof, the Reporting Persons have not engaged in any transactions in the Ordinary Shares in the last sixty days. Except as stated within Item 4 and Item 5 of this
Schedule 13D, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares of the Issuer reported by this
Schedule 13D.
| (e) |
Subject to, and upon effectiveness of, the Deregistration, the Reporting Persons will have no further Section 13(d) or 13(g) reporting obligations with respect to securities of the Issuer.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The information contained in or incorporated into Item 4 and Item 5 of this Schedule 13D are each hereby incorporated by reference into this Item 6.
| Item 7. |
Material to be Filed as Exhibits.
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Joint Filing Agreement, dated as of July 29, 2024, by and among the reporting persons.
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Exhibit 10.2
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Equity Commitment Letter, dated April 24, 2024, by and between K5 Private Investors, L.P. and Meridian BidCo LLC (incorporated by reference to Exhibit (d)(1) of the Schedule TO-T Tender Offer Statement of Meridian BidCo LLC, filed
with the SEC on May 24, 2024).
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Exhibit 10.3
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Amended and Restated Offer Document, dated as of June 24, 2024 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO-T/A Tender Offer Statement of Meridian BidCo LLC, filed with the SEC on June 24, 2024).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: July 29, 2024
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MERIDIAN BIDCO LLC
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By:
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/s/ Sujit Banerjee
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Name:
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Sujit Banerjee |
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Title:
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President |
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K1 INVESTMENT MANAGEMENT, LLC
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By:
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/s/ R. Neil Malik
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Name:
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R. Neil Malik |
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Title:
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Managing Member |