MariaDB plc
|
(Name of Issuer)
|
Ordinary Shares, $0.01 nominal value per share
|
(Title of Class of Securities)
|
G5920M100
|
(CUSIP Number)
|
Sébastien Thiel
Partner and Chief Financial Officer
Smartfin Management BV
Priester Cuypersstraat 3, B-1040
Brussels, Belgium
+32 15 28 78 84
With a copy to:
Jeffrey Hochman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
December 16, 2022
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. G5920M100
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Page 2 of 11 Pages
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SCHEDULE 13D
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Smartfin Management BV |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
5,878,775 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
5,878,775 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,878,775 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (1) |
|||
14
|
TYPE OF REPORTING PERSON
IA
|
(1) |
Based on the 67,705,445 Ordinary Shares, nominal value $0.01 per share (“Ordinary Shares”), of MariaDB plc (the “Issuer”), outstanding as of August 31, 2023, as reported by the Issuer in its Current Report on Form 8-K, as
filed with the U.S. Securities and Exchange Commission on September 18, 2023 (the “8‑K”).
|
CUSIP No. G5920M100
|
Page 3 of 11 Pages
|
SCHEDULE 13D
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Smartfin Capital NV |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
2,145,434 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
2,145,434 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,145,434 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% (1) |
|||
14
|
TYPE OF REPORTING PERSON
OO
|
(1) |
Based on the 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as reported by the Issuer in the 8-K.
|
CUSIP No. G5920M100
|
Page 4 of 11 Pages
|
SCHEDULE 13D
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Smartfin Capital II CommV |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
3,733,341 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
3,733,341 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,733,341 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (1) |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
(1) |
Based on the 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as reported by the Issuer in the 8-K.
|
CUSIP No. G5920M100
|
Page 5 of 11 Pages
|
SCHEDULE 13D
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bart Luyten |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
5,878,775 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
5,878,775 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,878,775 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7% (1) |
|||
14
|
TYPE OF REPORTING PERSON
IN
|
(1) |
Based on the 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as reported by the Issuer in the 8-K.
|
CUSIP No. G5920M100
|
Page 6 of 11 Pages
|
SCHEDULE 13D
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jürgen Ingels |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
48,342 (1) |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
48,342 (1) |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,342 (1) |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1) (2) |
|||
14
|
TYPE OF REPORTING PERSON
IN
|
(1) |
The Ordinary Shares beneficially owned by Mr. Ingels were comprised of 48,342 restricted stock units of the Issuer that vested and were automatically converted into Ordinary Shares on June 28, 2023, and do not include 182,291 additional
restricted stock units of the Issuer granted to Mr. Ingels, as further described in this Schedule 13D.
|
(2) |
Based on the 67,705,445 Ordinary Shares outstanding as of August 31, 2023, as reported by the Issuer in the 8-K.
|
(a) |
The persons filing this Schedule 13D are:
|
(i) |
Smartfin Management BV, a private limited company organized and existing under the laws of Belgium (“Smartfin Management”);
|
(ii) |
Smartfin Capital NV, a public limited company organized and existing under the laws of Belgium (“Smartfin Capital NV”);
|
(iii) |
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 “Funds”);
|
(iv) |
Bart Luyten, a citizen of Belgium (“Mr. Luyten”); and
|
(v) |
Jürgen Ingels, a citizen of Belgium (“Mr. Ingels,” and together with Smartfin Management, Smartfin Capital NV, Smartfin Capital II and Mr. Luyten, the “Reporting Persons”).
|
(b) |
The principal business address of each of the Reporting Persons is c/o Smartfin Management BV, Priester Cuypersstraat 3, B-1040 Brussels, Belgium.
|
(c) |
The principal business of Smartfin Management is serving as general partner and investment advisor to the Funds and other funds and private investment vehicles affiliated with the Reporting Persons. The
principal business of each of Smartfin Capital NV and Smartfin Capital II is making investments. The principal occupation of each of Mr. Luyten and Mr. Ingels is serving as a Founding Partner of Smartfin Management.
|
(d) |
None of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any manager or executive officer of Smartfin Management, Smartfin Capital NV and Smartfin Capital II, has, during the past five
years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e) |
None of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any manager or executive officer of Smartfin Management, Smartfin Capital NV and Smartfin Capital II, has, during the past five
years, been 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 a finding of any violation with respect to such laws.
|
(f) |
Each of Mr. Luyten and Mr. Ingels is a citizen of Belgium.
|
(a) |
As of the date of this Schedule 13D, Smartfin Management and Mr. Luyten may be deemed to beneficially own, in the aggregate, 5,878,775 Shares, representing approximately 8.68% of all the outstanding Shares.
Smartfin Capital NV may be deemed to beneficially own the 2,145,434 Shares held directly by Smartfin Capital NV, which Shares represent approximately 3.17% of all the outstanding Shares. Smartfin Capital II may be deemed to beneficially own
the 3,733,341 Shares held directly by Smartfin Capital II, which Shares represent approximately 5.51% of all the outstanding Shares.
|
(b) |
For purposes of this Schedule 13D:
|
(c) |
The Reporting Persons have not effected any transactions in the Shares in the past sixty (60) days.
|
SMARTFIN MANAGEMENT BV
|
||
By:
|
/s/ Bart Luyten
|
|
Name: Bart Luyten
|
||
Title: Authorized Person
|
||
SMARTFIN CAPITAL NV
|
||
By: Smartfin Management BV, its general partner
|
||
By:
|
/s/ Bart Luyten
|
|
Name: Bart Luyten
|
||
Title: Authorized Person
|
||
SMARTFIN CAPITAL II COMMV
|
||
By: Smartfin Management BV, its general partner
|
||
By:
|
/s/ Bart Luyten
|
|
Name: Bart Luyten
|
||
Title: Authorized Person
|
||
/s/ Bart Luyten
|
||
BART LUYTEN
|
||
|
||
JÜRGEN INGELS
|
||
By: | /s/ Bart Luyten |
|
Name: Bart Luyten | ||
Title: Attorney-in-Fact
|
||
Name
|
Position
|
Bart Luyten
|
Founding Partner of Smartfin Management BV,
Smartfin Capital NV and Smartfin Capital II CommV
|
Jürgen Ingels
|
Founding Partner of Smartfin Management BV,
Smartfin Capital NV and Smartfin Capital II CommV
|
Thomas Depuydt
|
Managing Partner of Smartfin Management BV,
Smartfin Capital NV and Smartfin Capital II CommV
|
Sébastien Thiel
|
Partner and Chief Financial Officer of Smartfin Management BV,
Smartfin Capital NV and Smartfin Capital II CommV
|
SMARTFIN MANAGEMENT BV
|
||
By:
|
/s/ Bart Luyten
|
|
Name: Bart Luyten
|
||
Title: Authorized Person
|
||
SMARTFIN CAPITAL NV
|
||
By: Smartfin Management BV, its general partner
|
||
By:
|
/s/ Bart Luyten
|
|
Name: Bart Luyten
|
||
Title: Authorized Person
|
||
SMARTFIN CAPITAL II COMMV
|
||
By: Smartfin Management BV, its general partner
|
||
By:
|
/s/ Bart Luyten
|
|
Name: Bart Luyten
|
||
Title: Authorized Person
|
||
/s/ Bart Luyten
|
||
BART LUYTEN
|
||
|
||
JÜRGEN INGELS
|
||
By: | /s/ Bart Luyten |
|
Name: Bart Luyten | ||
Title: Attorney-in-Fact
|
||
/s/ Jürgen Ingels
Jürgen Ingels
|