0001140361-23-004937.txt : 20230207 0001140361-23-004937.hdr.sgml : 20230207 20230207104055 ACCESSION NUMBER: 0001140361-23-004937 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230207 DATE AS OF CHANGE: 20230207 GROUP MEMBERS: RUNA CAPITAL II (GP) GROUP MEMBERS: RUNA CAPITAL OPPORTUNITY FUND I, L.P. GROUP MEMBERS: RUNA CAPITAL OPPORTUNITY I (GP) GROUP MEMBERS: RUNA VENTURES I LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MariaDB plc CENTRAL INDEX KEY: 0001929589 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93845 FILM NUMBER: 23593292 BUSINESS ADDRESS: STREET 1: 699 VETERANS BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 18555627423 MAIL ADDRESS: STREET 1: 699 VETERANS BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Mangomill plc DATE OF NAME CHANGE: 20220517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Runa Capital Fund II, L.P. CENTRAL INDEX KEY: 0001964543 IRS NUMBER: 981224658 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: WILLIAMS HOUSE, 4TH FLOOR STREET 2: 20 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 374-98-123530 MAIL ADDRESS: STREET 1: WILLIAMS HOUSE, 4TH FLOOR STREET 2: 20 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 SC 13G 1 brhc10047656_sc13g.htm SC 13G
Securities and Exchange Commission
Washington, DC  20549
 

Schedule 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. ____)*

MariaDB plc
(Name of Issuer)

Ordinary Shares, $0.01 nominal value per share
(Title of Class of Securities)

G5920M100
(CUSIP Number)
 
December 16, 2022
(Date of Event which Requires
Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
☐
Rule 13d-1(b)
 
☒
Rule 13d-1(c)
 
☐
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in 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).
 
CUSIP NUMBER G5920M100
13G
Page 2 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Runa Capital Fund II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒#
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
2,557,043* (See Items 2 and 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,557,043* (See Items 2 and 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,557,043* (See Items 2 and 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.85%**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
# Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.

* Represents Ordinary Shares of the Issuer owned on December 16, 2022.

** This percentage set forth on the cover sheet is calculated based upon 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022.

CUSIP NUMBER G5920M100
13G
Page 3 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Runa Capital II (GP)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒#
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
2,557,043 * (See Items 2 and 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,557,043 * (See Items 2 and 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,557,043 * (See Items 2 and 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.85%**  (See Items 2 and 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO (Cayman Islands exempted company)
 
 
 
 
# Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.

* All of these shares are held directly by Runa Capital Fund II, L.P. (“Runa Fund II”)  Runa Capital II (GP) is the general partner of Runa Fund II.

** This percentage set forth on the cover sheet is calculated based upon 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022

CUSIP NUMBER G5920M100
13G
Page 4 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Runa Capital Opportunity Fund I, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒#
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
1,992,618 * (See Items 2 and 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,992,618 * (See Items 2 and 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,992,618 * (See Items 2 and 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.00%** (See Items 2 and 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
# Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.

* Represents Ordinary Shares of the Issuer owned on December 16, 2022.

** This percentage set forth on the cover sheet is calculated based upon 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022

CUSIP NUMBER G5920M100
13G
Page 5 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Runa Capital Opportunity I (GP)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒#
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
2,711,969 * (See Items 2 and 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,711,969* (See Items 2 and 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,711,969* (See Items 2 and 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.08%**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO (Cayman Islands exempted company)
 
 
 
 
# Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.

* All of these shares are held directly by Runa Capital Opportunity Fund I, L.P. (“Runa Opportunity Fund I”) and Runa Ventures I Limited.  Runa Capital Opportunity I (GP) is the general partner of  Runa Opportunity Fund I and the managing shareholder of Runa Ventures I Limited.

** This percentage set forth on the cover sheet is calculated based upon 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022.

CUSIP NUMBER G5920M100
13G
Page 6 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Runa Ventures I Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒#
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Bermuda
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
719,351 * (See Items 2 and 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
719,351 * (See Items 2 and 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
719,351 * (See Items 2 and 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.08%** (See Items 2 and 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO (Bermuda company)
 
 
 
 
# Reporting Person expressly disclaims status as a group for purposes of this Schedule 13G.

* Represents Ordinary Shares of the Issuer owned on December 16, 2022.

** This percentage set forth on the cover sheet is calculated based upon 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022

CUSIP NUMBER G5920M100
13G
Page 7 of 12 Pages
Item 1(a)
Name of Issuer:  MariaDB plc

Item 1(b)
Address of Issuer’s principal executive offices:
 
699 Veterans Blvd., Redwood City, CA 94063

Item 2(a)
Name of Person Filing and Item 2(c) Citizenship.
 
This Schedule 13G is filed on behalf of:
 
(i)
Runa Capital Fund II, L.P., a Cayman Islands exempted limited partnership (“Runa Fund II”).
 
(ii)
Runa Capital II (GP), a Cayman Islands exempted company (“Runa GP-2”), is the general partner of Runa Fund II.
 
(iii)
Runa Capital Opportunity Fund I, L.P., a Cayman Islands exempted limited partnership (“Runa Opportunity Fund I”).
 
(iv)
Runa Capital Opportunity I (GP), is a Cayman Islands exempted company (“Runa Opportunity GP-I”) that is the general partner of Runa Opportunity Fund I and the managing shareholder of Runa Ventures I.
 
(v)
Runa Ventures I Limited, is a company organized under the laws of Bermuda (“Runa Ventures I”).  Runa Opportunity GP-I is the managing shareholder of Runa Ventures I.

See also, Item 4 herein.
 
Item 2(b)
Address of principal business office or, if none, residence:
 
 
Williams House, 4th Floor
20 Reid Street
Hamilton, Bermuda HM 11

Item 2(d)
Title of class of securities:  Ordinary Shares, $0.01 nominal value per share per share.
 
Item 2(e)
CUSIP No.:   G5920M100

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable.

CUSIP NUMBER G5920M100
13G
Page 8 of 12 Pages
Item 4.
Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
The information set forth on all of the cover sheets hereto with respect to each of the Reporting Persons on this Schedule 13G is incorporated herein by reference. The percentages set forth on the cover sheets and below are calculated based on Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2022, reflecting 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022.
 
All investment and voting decisions relating to the Ordinary Shares of MariaDB plc held by the Reporting Persons are made by the investment committees of the general partner or managing shareholder of the relevant Runa Capital fund set forth below, as the case may be.  The investment committees are comprised of Serg Bell, 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.  Accordingly, none of the individuals is deemed a beneficial owner of the Ordinary Shares of MariaDB plc under the so-called “rule of three.”
 
Runa Capital Fund II, L.P.
 
A.
Amount Beneficially owned:  2,557,043
B.
Percent of Class:  3.85%
C.
Number of shares owned to which such person has:
 
1.  sole power to vote or to direct the vote:  - 0 -
 
2.  shared power to vote or to direct the vote:  2,557,043
 
3.  sole power to dispose or to direct the disposition of:  - 0 -
 
4.  shared power to dispose or to direct the disposition of:  2,557,043

Runa Capital II (GP)
 
A.
Amount Beneficially owned:  2,557,043
B.
Percent of Class:  3.85%
C.
Number of shares owned to which such person has:
 
1.  sole power to vote or to direct the vote:  - 0 -
 
2.  shared power to vote or to direct the vote:  2,557,043
 
3.  sole power to dispose or to direct the disposition of:  - 0 -
 
4.  shared power to dispose or to direct the disposition of:  2,557,043

Runa Capital Opportunity Fund I, L.P.
 
A.
Amount Beneficially owned:  1,992,618
B.
Percent of Class:  3.00%
C.
Number of shares owned to which such person has:
 
1.  sole power to vote or to direct the vote:  - 0 -
 
2.  shared power to vote or to direct the vote:  1,992,618
 
3.  sole power to dispose or to direct the disposition of:  - 0 -
 
4.  shared power to dispose or to direct the disposition of:  1,992,618

CUSIP NUMBER G5920M100
13G
Page 9 of 12 Pages
Runa Capital Opportunity I (GP)
 
A.
Amount Beneficially owned: 2,711,969
B.
Percent of Class:  4.08%
C.
Number of shares owned to which such person has:
 
1.  sole power to vote or to direct the vote:  - 0 -
 
2.  shared power to vote or to direct the vote: 2,711,969
 
3.  sole power to dispose or to direct the disposition of:  - 0 -
 
4.  shared power to dispose or to direct the disposition of: 2,711,969

Runa Ventures I Limited
 
A.
Amount Beneficially owned:  719,351
B.
Percent of Class:  1.08%
C.
Number of shares owned to which such person has:
 
1.  sole power to vote or to direct the vote:  - 0 -
 
2.  shared power to vote or to direct the vote:  719,351
 
3.  sole power to dispose or to direct the disposition of:  - 0 -
 
4.  shared power to dispose or to direct the disposition of:  719,351

Item 5.
Ownership of Five Percent or Less of a Class.
 
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:  ☐
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NUMBER G5920M100
13G
Page 10 of 12 Pages
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.
 
Dated: February 6, 2023  
   
 
Runa Capital Fund II, L.P.
   
 
By:
Runa Capital II (GP)
 
 (General Partner)
   
 
By:
/s/ Gary Carr
  
 
Name:
Gary Carr
 
Title:
Director

 
Runa Capital II (GP)
   
 
By:
/s/ Gary Carr
  
 
Name:
Gary Carr
 
Title:
Director

 
Runa Capital Opportunity Fund I, L.P.
   
 
By:  Runa Capital Opportunity I (GP)
 
(General Partner)
   
 
By:
/s/ Gary Carr
  
 
Name:
Gary Carr
 
Title:
Director

CUSIP NUMBER G5920M100
13G
Page 11 of 12 Pages
 
Runa Capital Opportunity I (GP)
   
 
By:
/s/ Gary Carr
  
 
Name:
Gary Carr
 
Title:
Director

 
Runa Ventures I Limited
   
 
By:  Runa Capital Opportunity I (GP)
 
(Managing Shareholder)
   
 
By:
/s/ Gary Carr
  
 
Name:
Gary Carr
 
Title:
Director

CUSIP NUMBER G5920M100
13G
Page 12 of 12 Pages
Exhibit Index
Exhibit
Description
Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith


EX-99.1 2 brhc10047656_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

This joint filing agreement (this “Agreement”) is made and entered into as of the date set forth below.
 
The parties to this Agreement hereby acknowledge and agree that (a) the foregoing statement on Schedule 13G, in respect of the Ordinary Shares of MariaDB plc, is filed on behalf of each party to this Agreement, and (b) all subsequent amendments to the foregoing statement on Schedule 13G may be filed on behalf of each party to this Agreement without filing additional joint filing agreements. Each party to this Agreement acknowledges that it is responsible for timely filing such amendments, and for the completeness and accuracy of the information concerning such party contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the other party, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:  February 6, 2023
 
Runa Capital Fund II, L.P.



By:
Runa Capital II (GP)

 (General Partner)



By:
/s/ Gary Carr
  

Name:
Gary Carr

Title:
Director


Runa Capital II (GP)



By:
/s/ Gary Carr
  

Name:
Gary Carr

Title:
Director


Runa Capital Opportunity Fund I, L.P.

 

By:
Runa Capital Opportunity I (GP)

(General Partner)




By:
/s/ Gary Carr
  

Name:
Gary Carr

Title:
Director


Runa Capital Opportunity I (GP)

 

By:
/s/ Gary Carr
  

Name:
Gary Carr

Title:
Director


Runa Ventures I Limited

 

By:
Runa Capital Opportunity I (GP)

(Managing Shareholder)

 

By:
/s/ Gary Carr
  

Name:
Gary Carr

Title:
Director