MariaDB plc |
(Name of Issuer) |
Ordinary Shares, $0.01 nominal value per share
|
(Title of Class of Securities)
|
☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
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CUSIP NUMBER G5920M100
|
13G
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Page 2 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
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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
|
||||
(a)☐
|
|||||
(b)☒#
|
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|||
3
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SEC USE ONLY
|
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||||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
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- 0 -
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|||
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||||
6
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SHARED VOTING POWER
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||
2,557,043* (See Items 2 and 4)
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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||
- 0 -
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
|
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||
2,557,043* (See Items 2 and 4)
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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||
2,557,043* (See Items 2 and 4)
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|||
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||
3.85%**
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
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|||
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CUSIP NUMBER G5920M100
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13G
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Page 3 of 12 Pages
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1
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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
|
|
|
||
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|
||||
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|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
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)
|
|
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|||
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|
||||
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)
|
|
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|||
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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
|
|
|
|||
|
|
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)
|
|
|
|||
|
|
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)
|
|
|
|||
|
|
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:
|
Item 2(a)
|
Name of Person Filing and Item 2(c) Citizenship.
|
(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.
|
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:
|
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.
|
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.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
CUSIP NUMBER G5920M100
|
13G
|
Page 10 of 12 Pages
|
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
|
Description
|
Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
|
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
|