As filed with the U.S. Securities and Exchange Commission on December 16, 2022

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

MariaDB plc

(Exact name of registrant as specified in its charter)

 

 

 

Ireland		N/A
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
590 Madison Avenue, 21st Floor New York, NY		10022
(Address of principal executive office)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Ordinary Shares, nominal value $0.01 per share		New York Stock Exchange
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share		New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-265755

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

The securities of MariaDB plc (the “Registrant”) to be registered hereby are ordinary shares, nominal value $0.01 per share (the “Ordinary Shares”), and redeemable warrants to purchase Ordinary Shares at an exercise price of $11.50 per share (the “Warrants”). The description of the Ordinary Shares and Warrants set forth under the heading “Description of the Combined Company’s Securities” in the Registrant’s proxy statement / prospectus on Form S-4 (File No. 333-265755), dated October 24, 2022 and filed with the U.S. Securities and Exchange Commission on October 24, 2022 (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on the New York Stock Exchange, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 16, 2022