UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

MARIADB PLC
(Name of Subject Company (Issuer))

MERIDIAN BIDCO LLC
(Offeror)

a wholly-owned subsidiary of

MERIDIAN TOPCO LLC
(Affiliate of Offeror)

a wholly-owned subsidiary of

K5 PRIVATE INVESTORS, L.P.
(Affiliate of Offeror)

whose general partner is

K5 CAPITAL ADVISORS, L.P.
(Affiliate of Offeror)

whose general partner is

K1 INVESTMENT MANAGEMENT, LLC
(Affiliate of Offeror)

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)

G5920M100
(CUSIP Number of Class of Securities)

Jordan D. Wappler
K1 Investment Management, LLC
875 Manhattan Beach Blvd.
Manhattan Beach, CA 90266
(800) 310-2870
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Jennifer L. Lee
Carlo Zenkner
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

 ☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

   ☒
third-party tender offer subject to Rule 14d-1.
   ☐
issuer tender offer subject to Rule 13e-4.
   ☒
going-private transaction subject to Rule 13e-3.
   ☐
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

   ☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
   ☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Items 1 through 9, and Item 11.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO initially filed on May 24, 2024 with the U.S. Securities and Exchange Commission (as amended or supplemented from time to time through the date hereof, the “Schedule TO”) related to the offer by Meridian BidCo LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of K1 Investment Management, LLC, a Delaware limited liability company, for all of the issued and to be issued ordinary shares, nominal value $0.01 per share (the “MariaDB Shares”) of MariaDB plc, an Irish public limited corporation (“MariaDB” or the “Company”) and MariaDB 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 MariaDB Shares at a price per share of $0.55 in cash, upon the terms and conditions set forth in the offer document, dated May 24, 2024 (the “Offer Document”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of transmittal, which is attached to the Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer Document or in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Item 10.
Financial Statements.

(Regulation M-A Item 1010(a) and (b))

 
(a)
Financial Information. The financial condition of Bidco is not material to the Offer.
     
 
(b)
Pro Forma Financial Information. The pro forma financial statements of Bidco are not material to the Offer.

Item 12.
Exhibits

(Regulation M-A Item 1016(a), (b), (d), (g) and (h))

Exhibit No.
Description
   
Offer Document, dated May 24, 2024.*
Letter of Transmittal.*
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
Long Form Advertisement as published in The New York Times on May 24, 2024.*
Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on February 16, 2024.*
Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on March 13, 2024.*
Announcement issued pursuant to Rule 2.7 of the Irish Takeover Rules issued on April 24, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on April 24, 2024.*
Announcement issued pursuant to Rule 2.9 of the Irish Takeover Rules issued on May 20, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on May 20, 2024.*
Announcement issued pursuant to Rule 24.1(b) of the Irish Takeover Rules issued on May 22, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on May 22, 2024.*
Announcement Regarding Publication and Posting of Offer Document issued on May 24, 2024.*
Announcement Regarding Rule 15 Proposals issued on May 31, 2024.
(b)
Not applicable.
Equity Commitment Letter, dated April 24, 2024 by and between K5 Private Investors, L.P. and Meridian BidCo LLC.*
Loan Purchase Agreement, dated as of April 24, 2024, by and among RP Ventures LLC, Runa Capital II (GP), Runa Capital Opportunity I (GP), Runa Ventures I Limited and Meridian Topco LLC.*
Pre-Launch Form of Irrevocable Undertaking between Meridian BidCo LLC and each of the parties identified in the section of the Offer Document entitled “Special Factors-6. Disclosable Transactions-Irrevocables.”*
Post-Launch Form of Irrevocable Undertaking between Meridian BidCo LLC and each of the parties identified in the section of the Offer Document entitled “Special Factors-6. Disclosable Transactions-Irrevocables.”*
Form of Irrevocable Undertaking between Meridian Bidco LLC and Runa Entities.*
Form of Amended and Restated Limited Liability Company Agreement of Meridian TopCo LLC.*
(g)
Not applicable.
(h)
Not applicable.
Filing Fee Table.*

* Previously filed

Item 13.
Information Required by Schedule 13E-3

The following supplements information required by Schedule 13E-3. The information set forth in the Offer Document is incorporated herein by reference to the items required by Schedule 13E-3.

Item 15.
Additional Information

Regulation M-A Item 1011(b) and (c)

Item 15 of the Schedule TO is supplemented with the following:

“MariaDB USA, Inc. (“MariaDB USA”) is party to an employment agreement, dated May 26, 2023, with its Chief Executive Officer, Paul O’Brien that by its terms would have expired on May 26, 2024. On May 30, 2024, Mr. O’Brien and MariaDB USA entered into Amendment No. 1 to the Employment Agreement, to be effective as of May 26, 2024, to provide that Mr. O’Brien’s employment shall continue on the terms thereunder on an at-will basis (i.e., Mr. O’Brien’s employment will no longer be for a defined term). Except as described in the preceding sentence, no other material changes were made to the terms of Mr. O’Brien’s employment agreement. Under the terms of the employment agreement, as amended, if within three months prior to or within 12 months after a change of control, Mr. O’Brien’s employment is terminated without cause or Mr. O’Brien resigns for good reason, Mr. O’Brien is eligible to receive the following: (i) a lump sum payment equal to 50% of base salary (disregarding any reduction that forms the basis for a good reason termination); (ii) 50% of annual target bonus; (iii) a lump sum payment equal to six months of COBRA premiums; and (iv) full accelerated vesting of all then outstanding compensatory equity awards that vest based on continued employment or service. The severance payments and benefits described above would be subject to Mr. O’Brien’s timely execution and non-revocation of a general release and waiver of claims in favor of the Company and MariaDB USA.”

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Item 16.
Exhibits

Regulation M-A Item 1016(a) through (d), (f) and (g)

Exhibit No.
Description
   
Lazard Appraisal of Value of Topco Rollover Unit dated 16 May 2024*
Lazard Frères & Co. LLC Estimate of Value of the Unlisted Unit Alternative Letter dated May 24, 2024, incorporated by reference to Appendix 3 of the Offer Document.*

* Previously filed

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2024

   
MERIDIAN BIDCO LLC
     
   
By: /s/ Sujit Banerjee
Name: Sujit Banerjee
Title: President
     
   
MERIDIAN TOPCO LLC
     
   
By: K5 PRIVATE INVESTORS, L.P.,
Managing Member
     
   
By: K5 CAPITAL ADVISORS, L.P.,
General Partner
     
   
By: K1 INVESTMENT MANAGEMENT, LLC,
General Partner
     
   
By: /s/ R. Neil Malik
Name: R. Neil Malik
Title: Managing Member
     
   
K5 PRIVATE INVESTORS, L.P.
     
   
By: K5 CAPITAL ADVISORS, L.P.,
General Partner
     
   
By: K1 INVESTMENT MANAGEMENT, LLC,
General Partner
     
   
By: /s/ R. Neil Malik
Name: R. Neil Malik
Title: Managing Member
     
   
K5 CAPITAL ADVISORS, L.P.
     
   
By: K1 INVESTMENT MANAGEMENT, LLC,
General Partner
     
   
By: /s/ R. Neil Malik
Name: R. Neil Malik
Title: Managing Member
     
   
K1 INVESTMENT MANAGEMENT, LLC
     
   
By: /s/ R. Neil Malik
Name: R. Neil Malik
Title: Managing Member
 
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Exhibit (a)(1)(L)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

31 May 2024

RECOMMENDED CASH OFFER

for

MARIADB PLC

by

MERIDIAN BIDCO LLC (“Bidco”)

which is an Affiliate of

K1 INVESTMENT MANAGEMENT, LLC (“K1”)

as manager of K5 PRIVATE INVESTORS, L.P.

ANNOUNCEMENT REGARDING RULE 15 PROPOSALS

On 24 May 2024, Bidco and K1 announced that the offer document (the “Offer Document”) in relation to Bidco’s offer to acquire the entire issued and to be issued share capital of MariaDB plc (the “Offer”) had been published and posted to shareholders of MariaDB plc.

In accordance with Rule 15(c) of the Irish Takeover Panel Act, 1997, Takeover Rules 2022 (the "Irish Takeover Rules"), Bidco today announces that a letter dated 31 May 2024 containing details of its proposal (the “Proposal”) to (i) holders of options and (ii) holders of restricted stock units, each as granted under the MariaDB Equity Plans, had been sent to such holders.

The Proposal will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on K1’s website at https://k1.com/meridian-offer-update/.

A separate proposal will be made in due course to MariaDB Warrantholders.

Capitalised terms used but not defined in this announcement have the same meaning given to them in the Proposal and the Offer Document.

Enquiries

Lazard (Financial Advisor to K1 and Bidco)
  
Adrian Duchini, Keiran Wilson, Charles White
Tel: +44 20 7187 2000
   
   
Haven Tower Group (Public Relations Advisor to K1)
Tel: +1 424 317 4850
Donald Cutler, Brandon Blackwell
  

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Important Notices

The K1 Responsible Persons (being the investment committee of K1), the Bidco Officers and the Topco Officers accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the K1 Responsible Persons, the Bidco Officers, the Topco Officers, (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they have accepted responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Lazard Frères & Co. LLC, together with its affiliate Lazard & Co., Limited (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) (“Lazard”), is acting exclusively as financial adviser to K1 and Bidco and no one else in connection with the Offer and will not be responsible to anyone other than K1 and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offer or any other matters referred to in this Announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of MariaDB, all ‘dealings’ in any ‘relevant securities’ of MariaDB or any securities exchange offeror (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (U.S. Eastern Time) on the ‘business day’ following the date of the relevant transaction. This requirement will continue until the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of MariaDB, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Dealing Disclosures must also be made by any offeror and by any persons acting in concert with them in accordance with Rule 8.2 of the Irish Takeover Rules.

In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to changes in the price of the securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website.

Details of the offeree company in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether or not you are required to disclose a ’dealing’ under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel at telephone number +353 1 678 9020.

Further Information

This Announcement is for information purposes only and is not intended to, and does not, constitute an offer to sell or invitation to purchase any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this Announcement is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions.

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This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Overseas Shareholders

The laws of certain jurisdictions may affect the availability of the Offer (including the Unlisted Unit Alternative) to persons who are not resident in Ireland. Persons who are not resident in Ireland, or who are subject to laws of any jurisdiction other than Ireland, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable Law, the companies and persons involved in the Offer (including the Unlisted Unit Alternative) disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or K1 or required by the Irish Takeover Rules, and permitted by applicable law and regulation, the Offer (including the Unlisted Unit Alternative) will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Offer will not be capable of acceptance from within a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Offer (including the Unlisted Unit Alternative) are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable Law, K1, the K1 Group and Bidco disclaims any responsibility or liability for the violations of any such restrictions by any person. MariaDB Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Further details in relation to overseas shareholders are contained in the Offer Document.

If you are a resident of the United States, please read the following:

This Announcement is not intended to, and does not, constitute or form part of any offer (including the Offer), invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, nor will there be any acquisition or disposition of the securities referred to in this Announcement in any jurisdiction in contravention of applicable Law or regulation.

This Announcement is not a substitute for the Offer Document and the Form of Acceptance or any other document that Bidco may file with the SEC in connection with the Offer, if any. A solicitation and an offer to buy MariaDB Shares will be made pursuant to a Tender Offer Statement on Schedule TO that Bidco intends to file with the SEC. At the time the tender offer is commenced, MariaDB will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. MARIADB SHAREHOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. SUCH DOCUMENTS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Investors and MariaDB Shareholders will be able to obtain free copies of these materials (if and when available) and other documents containing important information about MariaDB and the Offer once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.

The Offer, if made, will be made in the United States pursuant to the Exchange Act and otherwise in accordance with the requirements of the Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those typically applicable under U.S. domestic tender offer procedures and law. In addition, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Irish Takeover Rules and Irish disclosure requirements, format and style, all of which may differ from those in the United States.

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MariaDB is incorporated under the laws of Ireland. Some of the directors on the MariaDB Board at the date of this Announcement are resident in a country other than the United States. As a result, it may not be possible for United States holders of MariaDB Shares to effect service of process within the United States upon MariaDB or some of the directors of MariaDB or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue MariaDB or its officers or director(s) in a non-US court for violations of US securities laws. In addition, US holders of MariaDB Shares should be aware that, if K1 and Bidco elect to proceed pursuant to a scheme of arrangement (as described herein), the federal securities laws of the United States may not be applicable.

Publication on website

A copy of this announcement and the documents required to be published pursuant to Rule 26 of the Irish Takeover Rules will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, will be made available on K1’s website (https://k1.com/meridian-offer-update/).  Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

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