As filed with the Securities and Exchange Commission on August 26, 2024
Registration No. 333-270277
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-270277
UNDER
THE SECURITIES ACT OF 1933
MariaDB plc
(Exact name of registrant as specified in its charter)
Ireland (State or other jurisdiction of incorporation or organization) | 7372 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification No.) |
| | |
| 699 Veterans Blvd Redwood City, CA 94063 (855) 562-7423 | |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
MariaDB plc 2022 Equity Incentive Plan
MariaDB Corporation Ab Summer 2022 USA Share Option Plan
MariaDB Corporation Ab Amended and Restated Global Share Option Plan 2017 USA
MariaDB Corporation Ab Global Share Option Plan 2017
SkySQL Corporation Ab Global Share Option Plan 2014 USA
SkySQL Corporation Ab Global Share Option Plan 2014
SkySQL Corporation Ab Global Share Option Plan 2012 USA
SkySQL Corporation Ab Global Share Option Plan 2012 Europe
SkySQL Corporation Ab Global Share Option Plan 2010 USA
SkySQL Corporation Ab Global Share Option Plan 2010 Europe
SkySQL Corporation Ab Global Share Option Plan 2010 Europe (France/Sweden)
(Full title of the plans)
Paul O’Brien
Chief Executive Officer
699 Veterans Blvd
Redwood City, CA 94063
(855) 562-7423
(Name, address, including zip code, and telephone number, including
area code, of agent or service)
Copies to:
Samantha H. Crispin Baker Botts L.L.P. 2001 Ross Avenue, Suite 900 Dallas, Texas 75201 (214) 953-6500 | Fergus Bolster Matheson LLP 70 Sir John Rogerson’s Quay Dublin 2, Ireland +353 1 232 2000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: | ☐ | Accelerated filer: | ☐ |
Non-accelerated filer: | ☒ | Smaller reporting company: | ☒ |
| | | Emerging growth company: | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”) filed by MariaDB plc, an Irish public limited company (“MariaDB” or the “Company”), with the United States Securities and Exchange Commission (the “SEC”):
| | • | Registration Statement on Form S-8 (No. 333-270277), which was filed by MariaDB with the SEC on March 3, 2023, registering certain securities relating to certain plans listed on the cover page hereto. |
On July 25, 2024, Meridian BidCo LLC (“Bidco”) acquired a total of 61,263,283 shares of the Company (“MariaDB Shares”), representing 88.70% of the issued share capital of MariaDB as of July 22, 2024, pursuant to an unsolicited offer to purchase all of the issued and to be issued ordinary shares of the Company (the “Offer”). On July 26, 2024, Bidco sent compulsory acquisition notices to those MariaDB shareholders who did not accept the Offer (the “Non-Assenting Shareholders”). On August 26, 2024, MariaDB Shares held by the Non-Assenting Shareholders were acquired compulsorily by Bidco on the same terms as the Offer (the “Buy Out”). Consequently, as a result of the completion of the Offer and the Buy Out, Bidco owns all of the issued and outstanding Ordinary Shares.
As a result of the completion of the Offer and the Buy Out, the Company is filing this Post-Effective Amendment to terminate any and all offerings of its securities pursuant to the Registration Statement and to deregister any and all securities that remain unsold under the Registration Statement as of the date hereof. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with the undertakings made by the Company in the Registration Statement to remove from registration by means of a Post-Effective Amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on August 26, 2024.
| | MARIADB plc |
| | | |
| | By: | /s/ Conor McCarthy |
| | | Conor McCarthy
Chief Financial Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
