Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Entity File Number | 001-41571 | |
Entity Registrant Name | MariaDB plc | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 699 Veterans Blvd | |
Entity Address, City or Town | Redwood City | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 940063 | |
City Area Code | 855 | |
Local Phone Number | 562-7423 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Ordinary Shares Outstanding | 66,914,436 | |
Entity Central Index Key | 0001929589 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, nominal value $0.01 per share | |
Trading Symbol | MRDB | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | MRDBW | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 9,703 | $ 4,756 |
Short-term investments | 25,999 | |
Accounts receivable, net | 26,707 | 12,154 |
Prepaids and other current assets | 5,952 | 15,463 |
Total current assets | 42,362 | 58,372 |
Property and equipment, net | 465 | 708 |
Goodwill | 7,816 | 7,535 |
Intangible assets, net | 980 | 1,120 |
Operating lease right-of-use assets | 972 | 890 |
Other noncurrent assets | 4,925 | 4,146 |
Total assets | 57,520 | 72,771 |
Current liabilities: | ||
Accounts payable | 3,885 | 3,267 |
Accrued expenses | 6,919 | 8,902 |
Operating lease liabilities | 868 | 496 |
Long-term debt, current | 16,326 | 122 |
Deferred revenue | 27,980 | 26,236 |
Total current liabilities | 55,978 | 39,023 |
Long-term debt, net of current | 14,622 | |
Operating lease liabilities, net of current | 148 | 433 |
Deferred revenue, net of current | 17,265 | 5,321 |
Warrant liabilities | 3,919 | 1,749 |
Deferred tax liability | 173 | |
Total liabilities | 77,483 | 61,148 |
Commitments and contingencies (Note 11) | ||
Convertible preferred shares, par value of $0 per share; 0 and 41,883,053 shares issued and outstanding as of March 31, 2023 and September 30, 2022 | 206,969 | |
Stockholders' equity (deficit): | ||
Ordinary shares, par value of $0.01 per share; 66,872,785 and 13,864,344 shares issued and outstanding as of March 31, 2023 and September 30, 2022 | 668 | |
Additional paid-in-capital | 212,253 | 11,482 |
Accumulated deficit | (222,069) | (197,523) |
Accumulated other comprehensive income (loss) | (10,815) | (9,305) |
Total stockholders' equity (deficit) | (19,963) | (195,346) |
Total liabilities, convertible preferred shares and stockholders' equity (deficit) | $ 57,520 | $ 72,771 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Sep. 30, 2022 |
Condensed Consolidated Balance Sheets | ||
Convertible preferred shares par value | $ 0 | $ 0 |
Convertible preferred shares issued | 0 | 41,883,053 |
Convertible preferred shares outstanding | 0 | 41,883,053 |
Ordinary shares par value | $ 0.01 | $ 0.01 |
Ordinary shares issued | 66,872,785 | 13,864,344 |
Ordinary shares outstanding | 66,872,785 | 13,864,344 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenue | $ 13,474 | $ 10,694 | $ 26,279 | $ 21,394 |
Cost of revenue: | ||||
Total cost of revenue | 3,219 | 3,159 | 6,584 | 6,068 |
Gross profit | 10,255 | 7,535 | 19,695 | 15,326 |
Operating expenses: | ||||
Research and development | 9,274 | 8,886 | 18,747 | 17,356 |
Sales and marketing | 7,289 | 5,975 | 14,175 | 12,248 |
General and administrative | 6,716 | 3,059 | 12,219 | 7,092 |
Total operating expense | 23,279 | 17,920 | 45,141 | 36,696 |
Loss from operations | (13,024) | (10,385) | (25,446) | (21,370) |
Other (expense) income: | ||||
Interest expense | (282) | (509) | (514) | (1,230) |
Change in fair value of warrant liabilities | 2,297 | (4,625) | 4,028 | (4,745) |
Other income (expense), net | (779) | 1,005 | (2,608) | 966 |
Loss before income tax expense | (11,788) | (14,514) | (24,540) | (26,379) |
Income tax expense | (62) | (13) | (6) | (28) |
Net loss | $ (11,850) | $ (14,527) | $ (24,546) | $ (26,407) |
Net loss per share attributable to common shares - basic | $ (0.18) | $ (1.05) | $ (0.54) | $ (2.04) |
Net loss per share attributable to common shares - diluted | $ (0.18) | $ (1.05) | $ (0.54) | $ (2.04) |
Weighted-average shares outstanding - basic | 66,575,652 | 13,864,320 | 45,125,926 | 12,963,436 |
Weighted-average shares outstanding - diluted | 66,575,652 | 13,864,320 | 45,125,926 | 12,963,436 |
Comprehensive Loss: | ||||
Net loss | $ (11,850) | $ (14,527) | $ (24,546) | $ (26,407) |
Foreign currency translation adjustment, net of taxes | (1,220) | (372) | 667 | 232 |
Unrealized gain (loss) from available-for-sale securities, net of taxes | (2,177) | |||
Total comprehensive loss | (13,070) | (14,899) | (26,056) | (26,175) |
Subscription | ||||
Total revenue | 12,021 | 9,510 | 23,298 | 19,019 |
Cost of revenue: | ||||
Total cost of revenue | 1,545 | 1,454 | 3,135 | 3,027 |
Services | ||||
Total revenue | 1,453 | 1,184 | 2,981 | 2,375 |
Cost of revenue: | ||||
Total cost of revenue | $ 1,674 | $ 1,705 | $ 3,449 | $ 3,041 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Shares and Stockholders' Equity (Deficit) - USD ($) | Preferred Shares Convertible Preferred Shares Series C preferred warrants | Preferred Shares Convertible Preferred Shares Previously Reported | Preferred Shares Convertible Preferred Shares Recapitalization | Preferred Shares Convertible Preferred Shares | Ordinary Shares [Member] Previously Reported | Ordinary Shares [Member] Recapitalization | Ordinary Shares [Member] | Additional Paid-In Capital Previously Reported | Additional Paid-In Capital Recapitalization | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) Previously Reported | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit Previously Reported | Accumulated Deficit | Previously Reported | Total |
Balance at the beginning of period at Sep. 30, 2021 | $ 106,226,000 | $ (96,744,873) | $ 106,226,000 | $ 117,000 | $ (117,000) | |||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2021 | 125,343,885 | 28,599,012 | ||||||||||||||
Balance at the end of period at Dec. 31, 2021 | $ 106,226,000 | |||||||||||||||
Balance at the end of period (in shares) at Dec. 31, 2021 | 28,599,012 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2021 | $ 117,000 | $ 6,440,000 | $ 6,323,000 | $ (7,477,000) | $ (7,477,000) | $ (150,020,000) | $ (150,020,000) | $ (151,057,000) | $ (151,057,000) | |||||||
Balance at the beginning of period (in shares) at Sep. 30, 2021 | 51,107,130 | (39,446,303) | 11,660,827 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Exercise of share options | $ 22,000 | 923,000 | 945,000 | |||||||||||||
Exercise of share options (in shares) | 2,203,517 | |||||||||||||||
Share-based compensation | 129,000 | 129,000 | ||||||||||||||
Other comprehensive income (loss) | 604,000 | 604,000 | ||||||||||||||
Net loss | (11,880,000) | (11,880,000) | ||||||||||||||
Balance at the end of period at Dec. 31, 2021 | $ 139,000 | 7,375,000 | (6,873,000) | (161,900,000) | (161,259,000) | |||||||||||
Balance at the end of period (in shares) at Dec. 31, 2021 | 13,864,344 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2021 | $ 106,226,000 | (96,744,873) | $ 106,226,000 | $ 117,000 | (117,000) | |||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2021 | 125,343,885 | 28,599,012 | ||||||||||||||
Balance at the end of period at Mar. 31, 2022 | $ 206,976,000 | |||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2022 | 41,883,053 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2021 | $ 117,000 | 6,440,000 | 6,323,000 | (7,477,000) | (7,477,000) | (150,020,000) | (150,020,000) | (151,057,000) | (151,057,000) | |||||||
Balance at the beginning of period (in shares) at Sep. 30, 2021 | 51,107,130 | (39,446,303) | 11,660,827 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net loss | (26,407,000) | |||||||||||||||
Balance at the end of period at Mar. 31, 2022 | $ 139,000 | 7,532,000 | (7,245,000) | (176,427,000) | (176,001,000) | |||||||||||
Balance at the end of period (in shares) at Mar. 31, 2022 | 13,864,344 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2021 | $ 106,226,000 | $ (96,744,873) | $ 106,226,000 | $ 117,000 | (117,000) | |||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2021 | 125,343,885 | 28,599,012 | ||||||||||||||
Balance at the end of period at Sep. 30, 2022 | $ 206,969,000 | $ 206,969,000 | $ 206,969,000 | |||||||||||||
Balance at the end of period (in shares) at Sep. 30, 2022 | 183,565,242 | (141,682,189) | 41,883,053 | 41,883,053 | ||||||||||||
Balance at the beginning of period at Sep. 30, 2021 | $ 117,000 | 6,440,000 | 6,323,000 | (7,477,000) | (7,477,000) | (150,020,000) | (150,020,000) | (151,057,000) | $ (151,057,000) | |||||||
Balance at the beginning of period (in shares) at Sep. 30, 2021 | 51,107,130 | (39,446,303) | 11,660,827 | |||||||||||||
Balance at the end of period at Sep. 30, 2022 | $ 139,000 | $ 139,000 | 11,482,000 | (139,000) | 11,343,000 | (9,305,000) | (9,305,000) | (197,523,000) | (197,523,000) | (195,346,000) | (195,346,000) | |||||
Balance at the end of period (in shares) at Sep. 30, 2022 | 60,764,711 | (46,900,367) | 13,864,344 | |||||||||||||
Balance at the beginning of period at Dec. 31, 2021 | $ 106,226,000 | |||||||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2021 | 28,599,012 | |||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||
Issuance of Series D Preferred Shares | $ 99,860,000 | |||||||||||||||
Issuance of Series D Preferred Shares (in shares) | 13,149,933 | |||||||||||||||
Issuance of Series C Preferred Shares per Warrants exercise | $ 890,000 | |||||||||||||||
Issuance of Series C Preferred Shares per Warrants exercise (in shares) | 134,108 | |||||||||||||||
Balance at the end of period at Mar. 31, 2022 | $ 206,976,000 | |||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2022 | 41,883,053 | |||||||||||||||
Balance at the beginning of period at Dec. 31, 2021 | $ 139,000 | 7,375,000 | (6,873,000) | (161,900,000) | (161,259,000) | |||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2021 | 13,864,344 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Exercise of share options | 58,000 | 58,000 | ||||||||||||||
Share-based compensation | 99,000 | 99,000 | ||||||||||||||
Other comprehensive income (loss) | (372,000) | (372,000) | ||||||||||||||
Net loss | (14,527,000) | (14,527,000) | ||||||||||||||
Balance at the end of period at Mar. 31, 2022 | $ 139,000 | 7,532,000 | (7,245,000) | (176,427,000) | (176,001,000) | |||||||||||
Balance at the end of period (in shares) at Mar. 31, 2022 | 13,864,344 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ 206,969,000 | $ 206,969,000 | $ 206,969,000 | |||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 183,565,242 | (141,682,189) | 41,883,053 | 41,883,053 | ||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||
Preferred stock conversion | $ (210,485,000) | |||||||||||||||
Preferred stock conversion (in shares) | (42,422,680) | |||||||||||||||
Exercise of Preferred Share Warrants | $ 3,516,000 | |||||||||||||||
Exercise of Preferred Share Warrants (in shares) | 539,627 | |||||||||||||||
Balance at the end of period (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ 139,000 | $ 139,000 | 11,482,000 | (139,000) | 11,343,000 | (9,305,000) | (9,305,000) | (197,523,000) | (197,523,000) | (195,346,000) | $ (195,346,000) | |||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 60,764,711 | (46,900,367) | 13,864,344 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Exercise of share options | $ 8,000 | 176,000 | 184,000 | |||||||||||||
Exercise of share options (in shares) | 844,350 | |||||||||||||||
Issuance of Ordinary Shares as consideration for CubeWerx and Sector 42 acquisition | $ 5,000 | (5,000) | ||||||||||||||
Issuance of Ordinary Shares as consideration for CubeWerx and Sector 42 acquisition | 539,233 | |||||||||||||||
Preferred stock conversion | $ 424,000 | 210,061,000 | 210,485,000 | |||||||||||||
Preferred stock conversion (in shares) | 42,422,680 | |||||||||||||||
Issuance of Ordinary Shares upon Business Combination including PIPE financing | $ 88,000 | (10,726,000) | (10,638,000) | |||||||||||||
Issuance of Ordinary Shares upon Business Combination including PIPE financing (in shares) | 8,812,585 | |||||||||||||||
Share-based compensation | 616,000 | 616,000 | ||||||||||||||
Other comprehensive income (loss) | (290,000) | (290,000) | ||||||||||||||
Net loss | (12,696,000) | (12,696,000) | ||||||||||||||
Balance at the end of period at Dec. 31, 2022 | $ 664,000 | 211,465,000 | (9,595,000) | (210,219,000) | (7,685,000) | |||||||||||
Balance at the end of period (in shares) at Dec. 31, 2022 | 66,483,192 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ 206,969,000 | $ 206,969,000 | $ 206,969,000 | |||||||||||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 183,565,242 | (141,682,189) | 41,883,053 | 41,883,053 | ||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2023 | 0 | |||||||||||||||
Balance at the beginning of period at Sep. 30, 2022 | $ 139,000 | $ 139,000 | $ 11,482,000 | $ (139,000) | 11,343,000 | $ (9,305,000) | (9,305,000) | $ (197,523,000) | (197,523,000) | $ (195,346,000) | $ (195,346,000) | |||||
Balance at the beginning of period (in shares) at Sep. 30, 2022 | 60,764,711 | (46,900,367) | 13,864,344 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Exercise of share options (in shares) | 1,233,943 | |||||||||||||||
Net loss | $ (24,546,000) | |||||||||||||||
Balance at the end of period at Mar. 31, 2023 | $ 668,000 | 212,253,000 | (10,815,000) | (222,069,000) | $ (19,963,000) | |||||||||||
Balance at the end of period (in shares) at Mar. 31, 2023 | 66,872,785 | |||||||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||
Balance at the end of period (in shares) at Mar. 31, 2023 | 0 | |||||||||||||||
Balance at the beginning of period at Dec. 31, 2022 | $ 664,000 | 211,465,000 | (9,595,000) | (210,219,000) | $ (7,685,000) | |||||||||||
Balance at the beginning of period (in shares) at Dec. 31, 2022 | 66,483,192 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Exercise of share options | $ 4,000 | 210,000 | 214,000 | |||||||||||||
Exercise of share options (in shares) | 389,593 | |||||||||||||||
Adjustment to deferred offering costs | 337,000 | 337,000 | ||||||||||||||
Share-based compensation | 241,000 | 241,000 | ||||||||||||||
Other comprehensive income (loss) | (1,220,000) | (1,220,000) | ||||||||||||||
Net loss | (11,850,000) | (11,850,000) | ||||||||||||||
Balance at the end of period at Mar. 31, 2023 | $ 668,000 | $ 212,253,000 | $ (10,815,000) | $ (222,069,000) | $ (19,963,000) | |||||||||||
Balance at the end of period (in shares) at Mar. 31, 2023 | 66,872,785 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Shares and Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Condensed Consolidated Statements of Convertible Preferred Shares and Stockholders' Equity (Deficit) | |
Offering costs | $ 14.9 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Operating activities: | |||||
Net loss | $ (24,546) | $ (26,407) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Bad debt expense | 732 | 395 | $ 400 | ||
Depreciation and amortization | 374 | 276 | |||
Non-cash lease expense | 120 | 313 | |||
Stock-based compensation | 857 | 228 | |||
Change in fair value of warrant liability | $ (2,297) | $ 4,625 | (4,028) | 4,745 | |
Loss from disposal of fixed assets | 48 | ||||
Amortization of deferred commission | 875 | 678 | |||
Non-cash investment income | (925) | ||||
Loss on extinguishment of debt | 154 | ||||
Foreign currency loss (gain), net | 1,917 | (1,118) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (14,275) | 3,592 | |||
Other current assets | (1,349) | (3,594) | |||
Other noncurrent assets | (1) | (492) | |||
Accounts payable and accrued expenses | (299) | 2,949 | |||
Operating lease liability | (114) | (324) | |||
Deferred revenue | 11,166 | (41) | |||
Net cash used in operating activities | (29,448) | (18,646) | |||
Investing activities: | |||||
Purchases of property and equipment | (5) | (200) | |||
Disposal of bonds | 25,948 | ||||
Net cash provided by (used in) investing activities | 25,943 | (200) | |||
Financing activities: | |||||
Proceeds from stock options exercise | 398 | 1,003 | |||
Proceeds from issuance of preferred shares | 95,477 | ||||
Proceeds from issuance of convertible note | 5,000 | ||||
Settlement of warrant liabilities | (427) | ||||
Proceeds from exercise of warrants | 2,867 | ||||
Payment of offering costs related to the Business Combination | (5,417) | ||||
Proceeds from the Business Combination | 10,509 | ||||
Repayment of long-term debt | (135) | (11,246) | |||
Net cash provided by financing activities | 7,795 | 90,234 | |||
Effect of exchange rate changes on cash and cash equivalents | 657 | (1,713) | |||
Net increase in cash and cash equivalents | 4,947 | 69,675 | |||
Cash and cash equivalents at beginning of period | 4,756 | 6,907 | 6,907 | ||
Cash and cash equivalents at end of period | $ 9,703 | $ 76,582 | 9,703 | 76,582 | $ 4,756 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for income taxes | 48 | ||||
Cash paid for interest | 451 | 1,695 | |||
Non-cash investing and financing activities: | |||||
Conversion of debt to Series D Preferred Shares | 5,172 | ||||
Purchases of property and equipment included in accounts payable | 28 | ||||
Issuance of Series C Preferred Shares - Exercise of Warrant Liabilities, Fair Value | $ 649 | $ 101 | |||
Conversion of Convertible Preferred Shares to Ordinary Shares | 210,485 | ||||
Warrant liabilities assumed in the Business Combination | $ 7,111 | ||||
Net assets assumed in the Business Combination | 883 | ||||
Reclassification of deferred offering costs related to the Business Combination | $ 9,165 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Mar. 31, 2023 | |
Organization and Description of Business | |
Organization and Description of Business | Note 1. Organization and Description of Business Description of Business Prior to the Business Combination (as described below), MariaDB plc (“MariaDB” or the “Company”) was a Finnish corporation called MariaDB Corporation Ab (“Legacy MariaDB”), which was originally incorporated in Finland in 2010. As part of the Business Combination, the Company became an Irish public limited company that is publicly traded on the New York Stock Exchange (“NYSE”). MariaDB is one of the most popular, general purpose, relational database. The Company’s operations consist of programming, development and sales of software programs, applications and tools related to enterprise database software, including a cloud database-as-a service, and related systems and services. In addition, the Company also provides user support, consultation and training for the software, applications, tools, and systems. The Company is active in development of both open source and closed source software. The Company is headquartered in Redwood City, California and Dublin, Ireland, with operations also in other locations including Espoo, Finland, and Sofia, Bulgaria. The Company’s fiscal year ends September 30. Business Combination On January 31, 2022, the Merger Agreement was signed among Angel Pond Holdings Corporation (“APHC”), a blank check company incorporated as a Cayman Islands exempted company in 2021, Mangomill plc, an Irish public limited company and wholly owned subsidiary of APHC (“Irish Holdco”), Meridian MergerSub Inc., a Cayman Islands exempted company and wholly owned subsidiary of Irish Holdco (“Merger Sub”), and Legacy MariaDB. In connection with the Merger, Merger Sub merged with and into APHC, with APHC continuing as the surviving entity and a wholly owned subsidiary of Irish Holdco (the “Irish Domestication Merger”), and Legacy MariaDB then merged with and into Irish Holdco, with Irish Holdco continuing as the surviving entity (the “Merger”). APHC is in the process of being liquidated. The Irish Domestication Merger, the Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination”. In connection with the Business Combination, Irish Holdco changed its name to MariaDB plc. In accordance with the Merger Agreement, certain holders of equity securities of the Legacy MariaDB (the “Equity Holders”) received shares of the Company following the Business Combination. At the time of closing, all outstanding capital shares and stock options of the Legacy MariaDB became similar securities of the Company. All the proceeds from APHC’s trust account available after any redemptions of APHC’s public shares in connection with the closing of the Business Combination and from the related PIPE Investment (as described below), after payment of transaction expenses and deferred underwriting fees, remained on the Company’s balance sheet to fund growth and working capital. On December 16, 2022 (the “Closing Date”), the Company consummated the closing of the Business Combination. The transaction was accounted for as a reverse recapitalization with Legacy MariaDB being the accounting acquirer and APHC as the acquired company for accounting purposes. Legacy MariaDB was determined to be the accounting acquirer since Legacy MariaDB’s shareholders prior to the Business Combination had the greatest voting interest in the combined entity, Legacy MariaDB comprised the ongoing operations, had the go-forward senior management, and the Legacy MariaDB shareholders were to control the board of directors and have a majority of the voting power of MariaDB plc. Accordingly, for accounting purposes, the financial statements after the closing of the Business Combination represents a continuation of the financial statements of Legacy MariaDB, with the Business Combination treated as the equivalent of Irish Holdco issuing shares for the net assets of APHC, accompanied by a recapitalization. The net assets of APHC are stated at historical cost, with other Prior to the Business Combination, APHC Class A Ordinary Shares, APHC Public Units, and APHC Public Warrants were listed on the NYSE under the symbols “POND,” “POND.U,” and “POND WS,” respectively. On December 19, 2022, the Ordinary Shares and Public Warrants (as described below) began trading on the NYSE under the proposed symbols “MRDB” and “MRDB.WS,” respectively. See Note 7 Stockholder’s Equity (Deficit) for additional details. Certain MariaDB plc Ordinary Shares received as consideration in connection with the Business Combination (or securities convertible into or exchangeable for shares of MariaDB Ordinary Shares) may not be sold or otherwise disposed of or hedged by certain shareholders for a period of 180 days after the Closing Date. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, including the accounts of MariaDB and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation. The interim financial information of the Company and its subsidiaries are unaudited and have been prepared on a consistent basis with the Company’s annual audited financial statements that were included in the Company’s Form 8-K filed on December 22, 2022, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, considered necessary for a fair statement of the Company’s financial information. The financial data and the other financial information disclosed in these notes to the unaudited condensed consolidated financial statements related to the three-month periods are also unaudited. The unaudited condensed consolidated results of operations for the six months ended March 31, 2023 are not necessarily indicative of the results of operations to be expected for the year ending September 30, 2023 or for any other future annual or interim period. The audited consolidated balance sheet as of September 30, 2022 included herein was derived from the audited financial statements as of that date. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed consolidated or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Form 8-K filed on December 22, 2022. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption and, therefore, for new or revised accounting standards applicable to public companies, the Company will be subject to an extended transition period until those standards would otherwise apply to private companies. Liquidity and Going Concern As of March 31, 2023, the Company had an accumulated deficit of $222.1 million and $9.7 million in cash and cash equivalents. The Company is currently seeking financing to avoid any potential shortfall of cash and cash equivalents to fund operations, including capital expenditure requirements for at least 12 months from the date the financial statements were issued. Should sufficient financing not be available to the Company, it will raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s need for additional capital may depend on many factors, including subscription revenue growth rate, subscription renewals, billing timing and frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the need for necessary technology and operating infrastructure to support the business, the introduction of new and enhanced database features and functionality and the continued market adoption of database solutions. The Company is currently seeking additional equity or debt financings to meet projected working capital, operating, and debt repayment needs, including for repayment of the EIB Term Loan. However, such financings are subject to market conditions, and are not within the Company’s control, and therefore cannot be deemed probable as adequate capital may not be available to the Company when needed or on acceptable terms. There is no assurance that the Company will be successful in raising additional funds. As a result, the Company has concluded that potentially raising funds does not alleviate substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 6 Months Ended |
Mar. 31, 2023 | |
Revision of Prior Period Financial Statements | |
Revision of Prior Period Financial Statements | Note 2. Revision of Prior Period Financial Statements Subsequent to the issuance of the unaudited condensed consolidated financial statements for the period ended December 31, 2022, the Company identified an error in its accounting of incremental costs of obtaining customer contracts. Certain incremental costs that qualify for capitalization and amortization over the expected period of benefit were inappropriately expensed in the period the commission was earned, resulting in an overstatement of operating expenses in the previously issued financial statements. As a result, the Company has revised the accompanying financial statements as of September 30, 2022 and for the three and six months ended March 31, 2022 from amounts previously reported. Management has determined the error was immaterial to the previously issued financial statements. The following tables present a summary of the revision to the Company’s previously issued historical financial statements as of and for the periods noted. Revised Condensed Consolidated Balance Sheet As of September 30, 2022 As Reported Adjustment As Revised (in thousands) Prepaids and other current assets $ 15,806 $ (343) $ 15,463 Total current assets 58,715 (343) 58,372 Other noncurrent assets 1,006 3,140 4,146 Total assets 69,974 2,797 72,771 Accumulated deficit (200,320) 2,797 (197,523) Total stockholders' equity (deficit) (198,143) 2,797 (195,346) Total liabilities, convertible preferred shares and stockholders' equity (deficit) 69,974 2,797 72,771 Revised Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended Six Months Ended March 31, 2022 March 31, 2022 As Reported Adjustment As Revised As Reported Adjustment As Revised (in thousands, except share and per share amounts) (in thousands, except share and per share amounts) Sales and marketing $ 6,618 $ (643) $ 5,975 $ 13,193 $ (945) $ 12,248 Total operating expense 18,563 (643) 17,920 37,641 (945) 36,696 Loss from operations (11,028) 643 (10,385) (22,315) 945 (21,370) Net loss $ (15,170) $ 643 $ (14,527) $ (27,352) $ 945 $ (26,407) Net loss per share attributable to common shares - basic and diluted (1) (0.27) (1.05) (0.48) (2.04) Weighted-average shares outstanding - basic and diluted (1) 60,764,608 13,864,320 56,816,307 12,963,436 Comprehensive loss: Net loss $ (15,170) $ 643 $ (14,527) $ (27,352) $ 945 $ (26,407) Total comprehensive loss $ (15,542) $ 643 $ (14,899) $ (27,120) $ 945 $ (26,175) (1) Revised Condensed Consolidated Statement of Cash Flows Six Months Ended March 31, 2022 As Reported Adjustment As Revised (in thousands) Operating activities: Net loss $ (27,352) $ 945 $ (26,407) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of deferred commission 443 235 678 Changes in operating assets and liabilities: Other current assets (2,645) (949) (3,594) Other noncurrent assets (261) (231) (492) Net cash used in operating activities (18,646) — (18,646) Revised Condensed Consolidated Statement of Convertible Preferred Shares and Stockholders' Equity (Deficit) Accumulated Deficit Total Stockholders' Equity As Reported Adjustment As Revised As Reported Adjustment As Revised (in thousands) (in thousands) Balance as of September 30, 2021 $ (151,669) $ 1,649 $ (150,020) $ (152,706) $ 1,649 $ (151,057) Net loss (12,182) 302 (11,880) (12,182) 302 (11,880) Balance as of December 31, 2021 (163,851) 1,951 (161,900) (163,210) 1,951 (161,259) Net loss (15,170) 643 (14,527) (15,170) 643 (14,527) Balance as of March 31, 2022 (179,021) 2,594 (176,427) (178,595) 2,594 (176,001) Balance as of September 30, 2022 (200,320) 2,797 (197,523) (198,143) 2,797 (195,346) Net loss (13,042) 346 (12,696) (13,042) 346 (12,696) Balance as of December 31, 2022 $ (213,362) $ 3,143 $ (210,219) $ (10,828) $ 3,143 $ (7,685) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include but are not limited to fair value measurement of financial instruments, allowances for credit losses, the incremental borrowing rate related to the Company’s lease liabilities, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, stock-based compensation, revenue recognition and accounting for income taxes. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Since future events and their effects cannot be predicted with absolute certainty, actual results could differ from current estimates. In 2020, the global economy and financial markets had been severely affected by the COVID-19 pandemic. The continuing uncertainty around the outbreak of the COVID-19 pandemic required the use of judgments and estimates in the preparation of the consolidated financial statements for the quarters ended March 31, 2023 and 2022, and the years ended September 30, 2022 and 2021. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant impact to the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the pandemic include, but are not limited to: revenue recognition, impairment of goodwill and intangible assets, allowance for expected credit losses, and tax provisions. Foreign currency The functional currency of the Company is the Euro (EUR). The functional currency of the Company’s international subsidiaries is either the EUR or the local currency in which the international subsidiary operates. For the foreign subsidiaries where the functional currency is not the local currency, local currency denominated monetary assets and liabilities are re-measured into the functional currency at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are re-measured into the functional currency at historical exchange rates. Transaction gains or losses from foreign currency re-measurement and settlements are included in other expense, net in the consolidated statements of operations and comprehensive loss. The Company’s reporting currency is the U.S. dollar. In the consolidated financial statements, the financial information of the Company and its international subsidiaries has been translated into U.S. dollars. The Company uses the exchange rate as of each balance sheet date to translate assets and liabilities and the average exchange rate during the period to translate revenue and expenses into U.S. dollars. Stockholders’ equity (deficit) are translated at historical rate. Translation gains or losses resulting from translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). The Company is exposed to fluctuations between the U.S. dollar and the EUR. The change in the value of the EUR relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in its business or results of operations. Cash and Cash Equivalents Cash and cash equivalents include cash held in our bank accounts and on hand as well as highly liquid investments with an original maturity of three months or less at acquisition. The Company maintains such investments in immaterial money market funds, which have readily determinable fair values using quoted prices in active markets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Substantially all of the Company’s cash and cash equivalents are maintained at financial institutions in the United States and Finland. Cash and cash equivalents can exceed amounts insured by the Federal Deposit Insurance Corporation and Deposit Guarantee schemes of up to $250,000 and €100,000, respectively. Customer credit risk is managed by the business and is subject to the Company’s established policy and procedures relating to customer credit risk management. The credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are in several geographical regions and industries and operate in largely independent markets. As of March 31, 2023, one customer accounted for 53.2% of the total balance of accounts receivable. As of September 30, 2022, no one customer accounted for more than 10% of the total balance of accounts receivable. For the three and six months ended March 31, 2023 and 2022, no customer accounted for more than 10% of the Company’s total revenues. Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, as described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These include the Black-Scholes option-pricing model which uses inputs such as expected volatility, risk-free interest rate and expected term to determine fair market valuation. As of September 30, 2022, the Company’s investment securities consisted of $26.0 million in United States (“U.S.”) Treasury Bills, all of which matured by December 31, 2022. During the year ended September 30, 2022, the Company changed the classification of its U.S. Treasury Bills from held-to-maturity to available-for-sale based on its intent to sell the securities. The Company’s available-for-sale marketable securities are recorded at fair value. Any unrealized gains or losses are recorded in accumulated other comprehensive income within the consolidated balance sheet. Any realized gains and losses are recorded as a part of other expense, net in the consolidated statements of operations and comprehensive loss in accordance with ASC 320 “Investments – Debt and Equity Security.” The total proceeds received from sales of available-for-sale securities during the three and six months ended March 31, 2023 was $0 and $25.9 million, respectively. The total realized gain during the three and six months ended March 31, 2023 was $0 and $0.9 million, respectively, including amounts reclassified from accumulated other comprehensive income. The Company considers all investments with original maturities of greater than three months and less than 12 months to be short-term investments. There were no available-for-sale-securities outstanding as of March 31, 2023. The fair value of available-for-sale securities outstanding as of September 30, 2022 is as follows (in thousands): Effect of Gross Gross Foreign Amortized Unrealized Unrealized Currency Cost Gains Losses Translation Fair Value U.S. Treasury Bills $ 25,962 $ 2,177 $ — $ (2,140) $ 25,999 Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of March 31, 2023 and September 30, 2022, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue) approximate fair value due to the short-term nature of such items. The money market funds within cash equivalents and available-for-sale securities are classified within Level 1 of the hierarchy as the values are derived from quoted prices in active markets. The Company’s warrants are recorded at fair value on a recurring basis. The estimation of fair value for these investments requires the use of significant unobservable inputs, and these inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. As a result, the Company classifies the Public Warrants (as defined in Note 7) as level 1, the Private Warrants (as defined in Note 7) as level 2, and the Kreos Rollover Warrants (as defined in Note 7) as level 3, within the fair value hierarchy. Refer to Note 7 Warrants for further details on the valuation inputs. We have not elected the fair value option as prescribed by ASC 825, The Fair Value Option for Financial Assets and Financial Liabilities, for our financial assets and liabilities that are not otherwise required to be carried at fair value. Under ASC 820, Fair Value Measurements and Disclosures, material financial assets and liabilities not carried at fair value, such as our long-term debt and accounts receivable and payable, are reported at their carrying values. Accounts Receivable, Net Accounts receivable is recognized if and when an amount of consideration is due from a customer and is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Accounts receivable are non-interest bearing and are generally on terms of 30 to 90 days. Generally, trade receivables are written-off if past due for more than 12 months and are not subject to enforcement activity. Accounts receivable presented on the consolidated balance sheets are adjusted for any write-offs and net of allowance for credit losses. An analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The Company applies a simplified approach in calculating current expected credit losses (CECL). Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime CECLs at each reporting date. The Company has established a provision matrix that is based on the Company’s historical observed default rates. The Company will calibrate the historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Company’s estimates of the allowance for credit losses may not be indicative of the Company’s actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. The following table presents the changes in the allowance for credit losses for the six months ended March 31, 2023 and the year ended September 30, 2022: March 31, September 30, 2023 2022 (in thousands) Balance, beginning of period $ 642 $ 394 Add: provision for credit losses 732 400 Less: write-offs, net of recoveries (29) (94) Foreign currency translation 63 (58) Balance, end of period $ 1,408 $ 642 Prepaids and Other Current Assets P repaid expenses and other current assets totaled $6.0 million and $15.5 million as of March 31, 2023 and September 30, 2022, respectively. Prepaid expenses totaled $4.0 million and $13.5 million as of March 31, 2023 and September 30, 2022, respectively. Prepaid expenses as of March 31, 2023 were primarily related to payments made to third parties in the ordinary course of business. As of September 30, 2022, prepaid expenses were primarily related to deferred equity issuance costs in anticipation of the Business Combination, which were reclassified to equity in the first quarter of fiscal year 2023. Other current assets primarily consisted of deferred commission totaling $1.6 million and $1.5 million as of March 31, 2023 and September 30, 2022, respectively. Other receivables totaled $0.4 million and $0.5 million as of March 31, 2023 and September 30, 2022, respectively. Warrant Liabilities As discussed in Note 7 Warrants, the Legacy MariaDB preferred share warrants were either settled or converted into Ordinary Share warrants through the Business Combination (referred to as the “Legacy MariaDB Warrants”). Further, as discussed in Note 7 Warrants, the Company assumed Private Warrants and Public Warrants th The warrants are measured at fair value on a recurring basis. The Company estimates the fair value of the Legacy MariaDB Warrants using the Black-Scholes option pricing model and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for expected volatility, expected life, yield, and risk-free interest rate. The Company estimates the fair value of th e Public Warrants based on the observable market quote in an active market under the ticker MRDB.WS. As the transfer of Private Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Warrants having substantially the same terms as the Public Warrants, the Company determined that the restrictions. The Company continues to adjust the liability for changes in fair value until the earlier of the exercise of the warrants, the expiration of the warrants, or until such time as the warrants are no longer considered a liability. Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) who is the Company’s chief executive officer, in deciding how to allocate resources and assess our financial and operational performance. The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated and aggregated basis. Accordingly, the Company has determined that it operates in one operating and reportable Stock-Based Compensation Employees (including senior executives) of the Company have been granted share-based payments in the form of stock options. Stock-based compensation costs are calculated based on the fair value of the share-based award on the date the grant is made using the Black-Scholes option-pricing model for stock options and recognized as compensation expense in the accompanying consolidated statement of operations and comprehensive loss on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related input assumptions requires judgment, including estimating the fair value of Ordinary Shares, share price volatility, and expected term, which impact the fair value estimated and the expense that will be recognized. Legacy MariaDB granted options to its employees, members of the board as well as some advisors under the following plans, collectively (the “Legacy Plans”): ● Summer Share Option Plan 2022 USA ● Global Share Option Plan 2017 ● Global Share Option Plan 2017 USA ● Global Share Option Plan 2014 Europe ● Global Share Option Plan 2014 USA ● Global Share Option Plan 2012 Europe ● Global Share Option Plan 2012 USA ● Global Share Option Plan 2012 France ● Global Share Option Plan 2010 Europe ● Global Share Option Plan 2010 USA ● Global Share Option Plan 2010 France In connection with the Business Combination, the equity awards issued and outstanding under the Legacy Plans listed above (each, a “Legacy MariaDB Equity Award”) were automatically converted into an equity award to be settled in MariaDB plc Ordinary Shares generally on the same terms and conditions as were applicable to such Legacy MariaDB Equity Award immediately prior to the Business Combination. On December 18, 2022, MariaDB plc approved and adopted a new plan, the MariaDB plc 2022 Equity Incentive Plan, which became effective immediately as of closing of the Business Combination on December 16, 2022 as described in Note 9 Stock-based Compensation. The type of awards permitted under the new plan include stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock unit awards, performance awards and other stock awards. As of March 31, 2023, stock options are the only type of share-based payment that has been granted under the Company’s plans. Significant Accounting Policies The accounting policies used in the preparation of these unaudited condensed consolidated financial statements are the same as those disclosed in the audited consolidated financial statements and related notes for the year ended September 30, 2022, included in the Company’s Form 8-K filed on December 22, 2022. Recent Accounting Updates Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”). ASU’s not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial statements. Recently Adopted Accounting Updates In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard on October 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”, which clarifies and reduces diversity in an issuer’s accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity being classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. This will be effective for fiscal years beginning after December 15, 2021, and interim periods within those years. Early application is permitted, including application in an interim period as of the beginning of the fiscal year that includes that interim period. The ASU should be applied prospectively. The Company adopted this standard on October 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements. Recent Accounting Updates Not Yet Effective In October 2021, the FASB issued Accounting Standards Update No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the expected impact the standard will have on its consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Mar. 31, 2023 | |
Revenue. | |
Revenue | Note 4. Revenue Disaggregation of Revenue The Company believes that the nature, amount, timing and uncertainty of its revenue and cash flows and how they are affected by economic factors is most appropriately depicted through the Company’s primary geographical markets and subscription product types. The Company’s primary geographical markets are North and South America (“Americas”); Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”). The Company’s subscription types are disaggregated between cloud related and other subscription types. In the first quarter of fiscal year 2023, management re-evaluated its disaggregation of revenue and the Company updated its presentation of subscription product types to provide a more transparent view of management’s evaluation of financial performance that depicts the composition of revenue from customer contracts. The Company has updated all periods presented below to reflect this change in presentation. The change to revenue disaggregation had no impact to the Company’s unaudited condensed consolidated financial statements. The following table summarizes the disaggregation of our revenue by geography for the three and six months ended March 31, 2023 and 2022, consistent with the information reviewed by our chief operating decision maker for evaluating the financial performance of reportable segments: Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands) (in thousands) EMEA $ 4,562 $ 3,864 $ 9,211 $ 7,817 Americas 6,510 5,165 12,473 10,260 APAC 2,402 1,665 4,595 3,317 Total revenue $ 13,474 $ 10,694 $ 26,279 $ 21,394 Revenue attributable to the Company’s country of domicile upon completion of the Business Combination, Ireland, comprised 0.4% and 0.2% of the total revenue for the three months ended March 31, 2023 and 2022, respectively. Revenue attributable to the United States comprised 42.9% and 44.8% of the total revenue for the three months ended March 31, 2023 and 2022, respectively. Revenue attributable to the Company's country of domicile upon completion of the Business Combination, Ireland, comprised 0.7% and 0.2% of the total revenue for the six months ended March 31, 2023 and 2022, respectively. Revenue attributable to the United States comprised 42.6% and 44.2% of the total revenue for the six months ended March 31, 2023 and 2022, respectively. No other country outside of the United States comprised more than 10% of revenue for any of the periods presented. Revenue by location is determined by the billing address of the customer. The following table provides information regarding revenue disaggregated by subscription types: Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands) (in thousands) Cloud related $ 2,938 $ 1,114 $ 4,817 $ 2,105 Other subscription 9,083 8,396 18,481 16,914 Total subscription revenue $ 12,021 $ 9,510 $ 23,298 $ 19,019 Revenue from professional services recognized at a point in time amounted to $0.1 million and zero and revenue from professional services recognized over time amounted to $1.4 million and $1.2 million for the three months ended March 31, 2023 and 2022, respectively. Revenue from professional services recognized at a point in time amounted to $0.3 million and zero and revenue from professional services recognized over time amounted to $2.7 million and $2.4 million for the six months ended March 31, 2023 and 2022, respectively. Contract Balances Contract assets A contract asset is initially recognized for revenue in which the customer is billed after services and support have begun being provided to the customer. Contract assets relate to revenue earned from ongoing subscriptions and support that have not been billed yet (unbilled receivables). As such, the balances of this account vary and depend on the number of unbilled receivables at the end of the year. Contract assets as of March 31, 2023 and September 30, 2022 were $0.5 million and none, respectively. Deferred revenue The deferred revenue and deferred revenue, net of current in the accompanying consolidated balance sheets include contract liabilities and refund liabilities. Contract liabilities are recognized if payments are received from a customer before the Company transfers control of the related goods or services. Refund liabilities consist of refundable customer deposits. Refundable customer deposits represent arrangements in which the customer has a unilateral cancellation right for which we are obligated to refund amounts paid related to products or services not yet delivered or provided at the time of cancellation. Revenue is recognized when the transfer of control to customers has occurred. As of March 31, 2023 and September 30, 2022, the balance of deferred revenue was $45.2 million and $31.6 million, respectively, which includes $13.8 million and zero of refundable customer deposits, respectively. Revenue recognized during the three months ended March 31, 2023 and 2022 that was included in the deferred revenue beginning balance of each year was $6.7 million and $6.8 million, respectively. Revenue recognized during the six months ended March 31, 2023 and 2022 that was included in the deferred revenue beginning balance of each year was $16.7 million and $16.1 million, respectively. Remaining Performance Obligations Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligations estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, adjustments for revenue that have not materialized and adjustments for currency. As of March 31, 2023, approximately $54.2 million of revenue is expected to be recognized from remaining performance obligations. The Company expects to recognize revenue on approximately 51.6% of these remaining performance obligations over the next 12 months. The Company’s contracts are recognized ratably over the contract term. Accordingly, the majority of the Company’s noncurrent remaining performance obligation is expected to be recognized in the next 13 to 36 months with the remainder recognized thereafter. Cost to obtain a contract The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefits of those costs to be longer than one year. The Company determined certain costs related to its sales incentive program and its third-party referral fee program qualify as incremental costs of obtaining a contract. Capitalized costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates. The amortization period includes specifically identifiable contract renewals where there is no substantive renewal commission. The expected customer renewal period is estimated based on the historical life of the Company’s customers, which the Company has determined to be five years. The Company applies the practical expedient to not capitalize incremental costs of obtaining contracts if the amortization period is one year or less. Deferred commissions is included in other current assets and in other noncurrent assets. The current and noncurrent deferred commissions had a balance of $4.9 million as of March 31, 2023 and $4.6 million as of September 30, 2022. |
Acquisition
Acquisition | 6 Months Ended |
Mar. 31, 2023 | |
Acquisition | |
Acquisition | Note 5. Acquisition On August 2, 2022, the Company entered into a stock purchase agreement and completed the acquisition of 100% of the outstanding equity of Sector 42 Technologies, Inc. (“Sector 42”) a corporation registered under the laws of the Province of Ontario, and CubeWerx Inc. (“CubeWerx”), a corporation registered under the laws of the Province of Ontario, for a total purchase price of $3.8 million consisting of cash consideration, deferred consideration, and equity consideration in the form of 539,233 MariaDB plc Ordinary Shares as adjusted for the Exchange Ratio. The purchase price is subject to certain customary adjustments (including closing date indebtedness and net working capital adjustments). The components of the preliminary fair value of consideration transferred are as follows ($ in thousands): Cash consideration $ 1,661 Equity consideration 2,056 Deferred consideration 100 Total fair value of consideration transferred $ 3,817 Of the total purchase consideration, $0.1 million of cash was deferred by the Company for potential breaches of representations and warranties. The amount, net of any claims for such indemnifiable matters, is scheduled to be paid in cash to shareholders of CubeWerx and Sector 42 18 months after the acquisition date. The following table summarizes the preliminary purchase price allocation as of the acquisition date ($ in thousands): Preliminary Amounts Initial Amounts Recognized as of the Recognized as of the Measurement Period Acquisition Date (as Acquisition Date Adjustment Adjusted) Cash and cash equivalents $ 5 — $ 5 Accounts receivable, net 47 — 47 Property, plant and equipment, net 4 — 4 Intangible assets, net 670 — 670 Other assets 103 — 103 Total identifiable assets acquired $ 829 — $ 829 Accounts payable 40 — 40 Accrued expenses 16 — 16 Deferred tax liability — $ 238 238 Other liabilities 39 — 39 Total identifiable liabilities assumed $ 95 $ 238 $ 333 Total identifiable net assets $ 734 (238) $ 496 Goodwill $ 3,083 238 $ 3,321 With this acquisition, the Company acquired the technology of managing and publishing geospatial data via open web services for customer organizations that the Company expects to integrate within future product offerings. The fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The primary areas of the acquisition accounting that are not yet finalized primarily relate to finalizing the review and valuation of intangible assets, including their appropriate useful lives, acquired income tax assets and liabilities, and identifying any undisclosed assets or liabilities that we may not yet be aware of but meet the requirement to qualify for recognition on the acquisition date. As the initial acquisition accounting is based on our preliminary assessments, actual values may differ (possibly materially) when final information becomes available. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. The following table summarizes the preliminary valuation of acquired intangible assets and estimated useful lives as of the acquisition date ($ in thousands): Estimated remaining useful lives (in years) Fair Value Customer Relationships 8.0 $ 130 Developed Technology 5.0 470 Trademarks 3.0 70 Total identifiable intangible assets $ 670 Since the acquisition date, the operating results of CubeWerx and Sector 42 were included in the Company’s consolidated financial statements. The acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, revenue, net income, and pro forma financial information have not been presented. Acquisition-related transaction costs associated with the CubeWerx and Sector 42 acquisition were immaterial. |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill | |
Goodwill | Note 6. Goodwill The following table summarizes the change in goodwill for the six months ended March 31, 2023: (in thousands) September 30, 2022 $ 7,535 Measurement period adjustments 238 Foreign currency translation 43 December 31, 2022 $ 7,816 March 31, 2023 $ 7,816 As described in Note 5 Acquisition, the Company continued to refine the initial estimates and assumptions included in the valuation studies necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed in the CubeWerx and Sector 42 acquisition, and the amount of goodwill to be recognized as of the acquisition date. The measurement period adjustment recorded during the six months ended March 31, 2023 resulted from changes in the deferred tax liability and amount of foreign tax expense owed by the Company. |
Warrants
Warrants | 6 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 7. Warrants Kreos Rollover Warrants Legacy MariaDB entered into a €4 million loan facility agreement with Kreos Capital IV (“Kreos”), which was repaid in full. In connection with the Kreos loan facility, Legacy MariaDB issued a total of 835,185 warrants entitling subscription for Series B Preferred Shares (“Kreos Rollover Warrants”). Each of those warrants entitled the holder to subscribe for one Series B Preferred Share at a subscription price of €0.5220 per share. In connection with the closing of the Business Combination on December 16, 2022, the warrants issued in connection with the Kreos loan facility agreement were rolled over to an amended and restated warrant agreement entered into on September 8, 2022, pursuant to which the Company assumed all rights and obligations from Legacy MariaDB. The warrants were also amended to adjust the number of Ordinary Shares issuable on exercise of the warrants and the exercise price in proportion to the Exchange Ratio. As a result of these adjustments, the Kreos Rollover Warrants became exercisable for a total of 190,559 Ordinary Shares and are exercisable at a price per share of €2.288. The warrant holder may exercise the warrant by either paying cash equal to the exercise price or in a cashless manner as described in the warrant agreement. As of March 31, 2023, Kreos Rollover Warrants exercisable for 190,559 Ordinary Shares remained outstanding. 2020 Series C Warrants In June 2020, Legacy MariaDB entered into an investment agreement with several investors to issue Series C Preferred Shares. In addition to the issuance of 3,445,912 shares of Series C Preferred Shares, Legacy MariaDB issued a total of 3,445,912 warrants entitling subscription of Series C Preferred Shares (“2020 Series C Warrants”). Each warrant entitled the holder to purchase one Series C Preferred Share at a subscription price of €1.1859. As of September 30, 2022, 587,769 warrants had been exercised and 2,858,143 remained outstanding. In connection with the Business Combination, the holders of these warrants were given the opportunity to exercise their warrants to subscribe for Series C Preferred Shares, on a one-for-one basis. Prior to the completion of the Business Combination 2,365,078 of these warrants were exercised and 493,065 were not exercised. The subscription rights under the warrant agreements for all unexercised warrants terminated as of the date of the Business Combination. 2017 Series C Warrants In April 2017, Legacy MariaDB entered into a €25 million maximum loan facility with European Investment Bank (“EIB”), including the issuance of a capital loan tranche of €10 million. In October 2019, Legacy MariaDB entered into a €15 million term loan tranche with EIB. In connection with the capital loan tranche, Legacy MariaDB issued a total of 5,326,623 warrants entitling subscription of Series C Preferred Shares (“2017 Series C Warrants”). Each warrant entitled the holder to subscribe for one Series C Preferred Share at a subscription price of €0.01. These warrants provided for a put option that the holder of the warrants could exercise beginning 30 days prior to the maturity of the capital loan to purchase a variable number of shares at fair value for an amount up to €8 million. On August 8, 2022, Legacy MariaDB received written notice from EIB exercising its put option on their 2017 Series C Warrants and requiring Legacy MariaDB to repurchase 5,000,194 warrants entitling subscription of Series C Preferred Shares, at the maximum purchase price of €8 million. Legacy MariaDB repurchased the warrants within 30 days after receipt of the notice from EIB. On August 17, 2022, a definitive agreement was entered into with EIB to repurchase for cash the remaining incremental 2017 Series C Warrants for 326,429 shares prior to the completion of the Business Combination or shortly thereafter, at a settlement price to be determined pursuant to the Finnish Companies Act, if EIB elected not to exercise their warrants for Series C Preferred Shares prior to the completion of the Business Combination. The remaining 326,429 option rights were redeemed on the completion of the Business Combination at a redemption price of €1.19 per option for a total of €0.4 million. Public and Private Warrants As a result of the Business Combination, the Company is deemed to have assumed 7,310,297 warrants for Ordinary Shares that were held by Angel Pond Partners LLC, APHC’s sponsor (the “Sponsor”) at an exercise price of $11.50 (the “Private Warrants”) and 8,850,458 warrants for Ordinary Shares held by APHC’s shareholders at an exercise price of $11.50 (the “Public Warrants”, and together with the Private Warrants, the “Public and Private Warrants”). In accordance with the warrant agreements, the Public and Private Warrants expire five years after the completion of the Business Combination. Public and Private Warrant Terms Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. Once the Public Warrants became exercisable, the Company became able to redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. or ● in whole and not in part; ● at a price of $0.10 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in “Warrants- Redemption of warrants when the price per Ordinary Share equals or exceeds $10.00 ” based on the redemption date and the “fair market value” of the Ordinary Shares; ● if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and ● provided that the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants if the reported last sale price of the Ordinary Shares is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. The Company may not exercise its redemption right if the issuance of Ordinary Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Ordinary Shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Private Warrants are identical to the Public Warrants, except that the Private Warrants and Ordinary Shares issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except when the price per Ordinary Share equals or exceeds $10.00). If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. These warrants expire between May 2026 and December 2027 if expiration is not accelerated as set out in the terms and conditions of the warrants. Warrant information in the below table is presented as having been converted by the Exchange Ratio as of September 30, 2022. Warrants Outstanding Fair Value Number of Purchase price Warrants warrants issued per share March 31, 2023 September 30, 2022 March 31, 2023 September 30, 2022 (in thousands) Kreos Rollover Warrant 190,559 € 2.28 190,559 190,559 $ 48 $ 478 Series C – 2017 1,215,345 € 0.04 — 74,479 — 335 Series C – 2020 786,234 € 5.22 — 652,126 — 936 Public Warrants 8,850,458 $ 11.50 8,850,458 — 2,120 — Private Warrants 7,310,297 $ 11.50 7,310,297 — 1,751 — 18,352,893 16,351,314 917,164 $ 3,919 $ 1,749 The following tables present the changes in the fair values of warrant liabilities: Warrant liabilities (in thousands) September 30, 2022 $ 1,749 Change in fair value (1,731) Warrants assumed in the Business Combination 7,111 Settlement of 2017 Series C Warrants put option (427) Exercised (649) Foreign currency translation 182 December 31, 2022 6,235 Change in fair value (2,297) Foreign currency translation (19) March 31, 2023 $ 3,919 Warrant liabilities (in thousands) September 30, 2021 $ 5,303 Change in fair value 120 Foreign currency translation (116) December 31, 2021 5,307 Change in fair value (162) Contingent put option 4,787 Exercised (101) Foreign currency translation (103) March 31, 2022 $ 9,728 Fair values of the Public and Private Warrants were determined using publicly traded warrant prices. Fair values of the remaining warrants and option rights were determined using the Black-Scholes option-pricing model with the following input assumptions: Six Months Ended March 31, 2023 2022 Expected volatility range (weighted average) 47.79% 46.97% to 48.00% (46.99%) Dividend yield 0.00% 0.00% Risk-free interest rates range (weighted average) 3.80% 0.52% to 2.33% (0.54%) Expected term range (weighted average) 3.13 years 3.22 years to 10.23 years (9.82 years) Assumptions were weighted by the relative fair value of the instruments. An increase in the expected volatility, risk-free interest rates, and expected term would result in an increase to the estimated value of the warrants while an increase in the dividend yield would result in a decrease to the estimated value of the warrants. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 8. Stockholders’ Equity (Deficit) Recapitalization On the Closing Date, Legacy MariaDB received $10.5 million in net proceeds from the PIPE Investment and issuance of Ordinary Shares upon the consummation of the Business Combination, net of fees and expenses paid at closing. As of December 16, 2022, the Company reclassified $14.6 million of deferred offering costs to Additional paid in capital as an offset against proceeds on the Company’s unaudited condensed consolidated balance sheet, which consisted of legal, accounting, and other professional services directly related to the Business Combination. During the quarter ended March 31, 2023, the Company made certain adjustments, reducing deferred offering costs by $0.3 million, to $14.6 million in total. The cash outflows related to these costs were presented as financing activities on the Company’s unaudited condensed consolidated statement of cash flows. On the Closing Date, each Legacy MariaDB preferred share issued and outstanding prior to the effective time of the Business Combination was converted into common shares of Legacy MariaDB and each holder of Legacy MariaDB common shares received approximately The shares and net loss per Ordinary Share prior to the Business Combination have been retroactively adjusted to reflect the impact of the exchange ratio of approximately 0.22816 (“Exchange Ratio”), applied to the Legacy MariaDB common shares that were automatically canceled and converted into the right to receive a number of Ordinary Shares. In connection with the Business Combination, each Legacy MariaDB preferred share issued and outstanding prior to the effective time of the Business Combination was converted into common shares of Legacy MariaDB in accordance with Legacy MariaDB’s articles of association and shareholders’ agreement. Each of the Public Warrants and Private Warrants that were not exercised at the time of the Business Combination was assumed by the Company and represents the right to purchase one Ordinary Share upon exercise of such warrant. PIPE Investment On January 31, 2022, concurrently with the execution of the Merger Agreement, APHC and Irish Holdco entered into subscription agreements with certain investors (the “PIPE Investors”) to which such investors collectively subscribed for an aggregate of 1,915,790 Ordinary Shares for $9.50 per share for aggregate gross proceeds of $18.2 million (the “PIPE Investment”). The PIPE Investment was consummated concurrently with the closing of the Business Combination. The following table summarizes information related to issuance of Legacy MariaDB’s preferred shares as of September 30, 2022: Number of Ordinary Preferred Number of Shares Issued Shares Shares Shares and Carrying Equivalent Liquidation Class Registered Outstanding Value (1) Price per share Shares Preference (in thousands) (in thousands) Series A 2,308,741 2,308,741 $ 6,668 From $ 2.68 to $ 2.95 2,308,741 $ 6,676 Series B 13,815,180 13,815,180 36,851 From $ 2.45 to $ 3.10 13,815,180 37,622 Series C 12,609,199 12,609,199 63,597 From $ 4.71 to $ 5.86 12,609,199 65,039 Series D (2) 13,149,933 13,149,933 99,853 From $ 7.82 to $ 7.90 13,149,933 103,805 41,883,053 41,883,053 $ 206,969 41,883,053 $ 213,142 (1) The carrying value reflects the gross proceeds received from the sale of the preferred shares net of issuance costs and the fair value at issuance of preferred shares warrants classified as a liability. (2) On January 31, 2022, the Company’s Board of Directors approved an amendment to the Company’s Shareholders’ Agreement to authorize an additional series of preferred shares. The Series D Preferred Shares financing consisted of accredited investors and qualified institutional investors providing an aggregate gross amount of $103.8 million, completed on January 31, 2022. In the first quarter of fiscal year 2023, prior to effective time of the Business Combination, 539,627 Series C - 2020 Preferred Share Warrants were exercised for preferred shares of Legacy MariaDB. Immediately prior to the effective time of the Business Combination, all outstanding preferred shares of Legacy MariaDB were converted into common shares of Legacy MariaDB on a one-for-one basis and then converted to MariaDB plc Ordinary Shares at an Exchange Ratio of approximately 0.22816. As of the end of the first quarter of fiscal year 2023, no preferred shares of the Company were outstanding. Share information is presented in the table above and its accompanying paragraphs as having been converted as of September 30, 2022. As of September 30, 2022, 539,233 Ordinary Shares (as adjusted for the Exchange Ratio) were issued to the shareholders of CubeWerx and Sector 42 as equity consideration in connection with the acquisition as described in Note 5 Acquisition. As of September 30, 2022, the shares issued to CubeWerx and Sector 42 shareholders were not yet registered with the Finnish Trade Register. The shares were registered with the Finnish Trade Register prior to the closing of the Business Combination. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 9. Stock-Based Compensation Legacy MariaDB Stock Options Plans On December 8, 2017, Legacy MariaDB adopted the Global Share Option Plan 2017 (the “2017 Plan”) and Global Share Option Plan 2017 USA (the “2017 US Plan”) that entitle employees, members of the board as well as advisors to purchase shares in the Company. Under these programs, holders of vested options are entitled to purchase shares at a stated price determined at the grant date. All options are to be settled by the physical delivery of shares. Stock options granted under the 2017 US Plan and the 2017 Plan are incentive stock options to the extent permitted under the U.S. tax laws (“ISOs”) and non-qualified/nonstatutory stock options (“NSOs”), respectively. Options granted under both plans are exercisable over a maximum term of 10 years. Stock option awards under both plans generally vest over a period of four years with 25% vesting on the one year anniversary of the award and the remainder vesting monthly over the next 12 quarters of the grantee’s service to the Company as an employee or an advisor/consultant. During the six months ended March 31, 2023 and 2022, 65,098 and 114,082 options were granted under the 2017 Plan, respectively. On July 4, 2022, Legacy MariaDB adopted the Summer Share Option Plan 2022 USA (the “2022 US Plan”) that entitles employees, members of the board as well as advisors to purchase shares in the Company. Under the program, holders of vested options are entitled to purchase shares at a stated price determined at the grant date. All options are to be settled by the physical delivery of shares. Stock options granted under the 2022 US Plan are ISOs to the extent permitted under U.S. tax laws and NSOs. Options granted under the plan are exercisable over a maximum term of 10 years. Stock options granted under the 2022 US Plan generally vest 25% on the one-year anniversary and the remainder vesting quarterly during the grantee’s service to the Company as an employee or as an advisor/consultant. During the six months ended March 31, 2023, 58,182 options were granted under the 2022 US Plan. MariaDB plc 2022 Equity Incentive Plan On October 18, 2022, at a special meeting of shareholders of APHC, the shareholders approved the MariaDB plc 2022 Equity Incentive Plan and reserved 6,648,319 authorized Ordinary Shares. The 2022 Equity Incentive Plan was approved and adopted by the board of directors of MariaDB plc as of December 18, 2022 and became effective immediately upon closing of the Business Combination. All equity awards of Legacy MariaDB that were issued under the Legacy Plans were converted into comparable equity awards that are settled or exercisable for Ordinary Shares. As a result, each Legacy MariaDB option was converted into an option to purchase Ordinary Shares based on an Exchange Ratio of approximately 0.22816. As of the effective date of the 2022 Equity Incentive Plan, no further stock awards have been or will be granted under the Legacy Plans. Option information is presented in the below paragraphs and tables as having been converted as of March 31, 2023 and September 30, 2022, as applicable. The 2022 Equity Incentive Plan authorizes the issuance or transfer of up to 6,648,319 Ordinary Shares. The number of Ordinary Shares will automatically increase as of the first day of each fiscal year of the Company commencing after the closing of the Business Combination and ending on and including the first day of the fiscal year in 2032, by an amount equal to the lesser of (i) 5% of the aggregate number of the Company’s Ordinary Shares outstanding as of the last day of the immediately preceding fiscal year and (ii) an amount determined by the plan administrator. Upon completion of the Business Combination, certain options to acquire Legacy MariaDB Ordinary Shares were automatically converted into options to be settled in MariaDB plc Ordinary Shares on the same terms and conditions as were applicable to the corresponding MariaDB Equity Awards (other than adjustments to the number of shares and exercise price based on the Exchange Ratio), including applicable vesting conditions, subject to limited exceptions described in the Merger Agreement. Any Ordinary Shares subject to rollover options from the Legacy Plans that, on or after the closing of the Business Combination, subsequently cease to be subject to such rollover options (other than by reason of exercise of the rollover options), will be available for issuance under the 2022 Equity Incentive Plan. Stock Options The following table summarizes stock option activity under the Company’s incentive plans for the periods covered: Weighted Average Weighted- Exercise Average Number Price Per Remaining Aggregated of Shares Share Contractual Life Intrinsic Value (in years) (in thousands) Options outstanding, September 30, 2022 42,764,264 $ 0.26 Recapitalization (33,006,982) $ 0.89 Options outstanding, September 30, 2022 9,757,282 $ 1.15 Granted 123,280 $ 4.15 Exercised (1,233,943) $ 0.50 Forfeited (627,655) $ 1.58 Options outstanding, March 31, 2023 8,018,964 $ 1.27 7.02 $ 5,271 Options Exercisable, March 31, 2023 5,489,117 $ 0.72 6.22 $ 4,444 Vested and expected to vest after March 31, 2023 8,023,213 $ 1.27 7.02 $ 5,275 The weighted-average grant-date fair value of options granted during the six months ended March 31, 2023 was $2.05 per share. The total intrinsic value of options exercised during the six months ended March 31, 2023 was $6.2 million. The aggregate grant date fair value of stock options vested during the six months ended March 31, 2023 was $0.7 million. As of March 31, 2023, there was $1.6 million of unrecognized stock-based compensation expense related to outstanding stock options granted to employees that is expected to be recognized over a weighted-average period of 1.9 years. Total stock-based compensation expense recognized in the Company’s consolidated statements of operations and comprehensive loss is as follows for the periods indicated: Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of revenue $ 31 $ 4 $ 99 $ 9 Research and development expenses 159 48 379 108 Sales and marketing expenses 38 15 142 35 General and administrative expenses 13 32 237 76 Total stock-based compensation expense $ 241 $ 99 $ 857 $ 228 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | Note 10. Accrued Expenses The following represents the components of accrued expenses contained within our consolidated balance sheets as of the end of each period: March 31, 2023 September 30, 2022 (in thousands) Accrued payroll and payroll related liabilities $ 3,811 2,904 Accrued bonuses 787 1,208 Taxes payable 685 897 Other accrued expenses 1,636 3,893 Total accrued expenses $ 6,919 8,902 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11. Commitments and Contingencies The Company is subject to claims, legal proceedings, governmental actions, and assessments from time to time in the ordinary course of business, including without limitation, actions with respect to intellectual property, employment, regulatory, product liability and contractual matters. In connection with these matters, the Company regularly assesses the probability and amount (or range) of possible issues based on the developments in these matters and more generally the significance of these matters to the Company. A liability is recorded in the accompanying consolidated financial statements if it is determined that it is probable that a loss has been incurred and the amount (or range) of the loss can be reasonably estimated. The Company’s management currently does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows; provided, however, if any such matters, individually or in the aggregate, are decided adversely to the Company, then such matters may have a material adverse effect. In January 2023, MariaDB received a demand letter on behalf of a financial services company that advised Legacy MariaDB in connection with a financing transaction which closed in January 2022, for which that financial services company had provided advisory services and for which MariaDB paid its fee. The demand is for an additional fee based on a de-SPAC transaction which closed in December 2022. In February 2023, a second financial services company sent MariaDB an additional invoice under the same circumstances. Together, the additional fees sought by the two financial services companies amount to approximately $7.5 million. MariaDB denies that it owes any additional fees, and no legal proceedings have been filed in connection with these fee claims. MariaDB intends to defend any legal proceedings that may be filed. However, the final resolution of the matter is currently uncertain. At this time, the Company has not made an accrual in connection with this matter. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Mar. 31, 2023 | |
Long-term Debt | |
Long-term Debt | Note 12. Long-term Debt The components of debt are as follows: March 31, 2023 September 30, 2022 (in thousands) Term loan $ 16,326 $ 14,622 R&D loan — 122 Total $ 16,326 $ 14,744 Less: Current portion (16,326) (122) Long-term debt $ — $ 14,622 During the first quarter of fiscal year 2023, the Company paid off the remaining balance of the R&D loan with the Finnish State Treasury. As of March 31, 2023 and September 30, 2022, the Company was in compliance with its debt covenants. The Term Loan was disbursed on October 11, 2019 and has a maturity date of October 11, 2023. The Term Loan accrues interest between 6.0%-9.5% per annum, depending on MariaDB’s monthly recurring revenue. The effective interest rate on the Term Loan for the quarters ended March 31, 2023 and 2022 was 6.0%. As of March 31, 2023, we had an aggregate principal amount of $16.3 million (€15 million) of current debt. The schedule of required principal payments remaining on debt outstanding as of March 31, 2023 is as follows: Year ending September 30, Principal Payments ( in thousands 2023 (remaining nine months) $ — 2024 16,326 Total principal payments $ 16,326 |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 13. Income Taxes The Company maintains a full valuation allowance against its net deferred tax assets as of March 31, 2023 and September 30, 2022, based on the current assessment that it is not more likely than not these future benefits will be realized before expiration. No material income tax expense or benefit has been recorded given the valuation allowance position and projected taxable losses in the jurisdictions where the Company files income tax returns. The Company has not experienced any significant increases or decreases to its unrecognized tax benefits since September 30, 2022 and does not expect any within the next 12 months. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which, among other things, implements a 15% corporate alternative minimum tax based on the adjusted financial statement income for certain large corporations and a 1% excise tax on net share repurchases. The minimum tax and the excise tax, if applicable, are effective for fiscal years beginning after December 31, 2022. We do not expect the IRA to have a material impact on our financial position, results of operations or cash flows for the foreseeable future. We will continue to monitor additional guidance from the Internal Revenue Service. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Mar. 31, 2023 | |
Related-Party Transactions | |
Related-Party Transactions | Note 14. Related-Party Transactions During the six months ended March 31, 2023 and 2022, the Company recorded sales from related parties, which are comprised of several shareholders. The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Company had $0.2 million of accounts receivable from one related party shareholders as of March 31, 2023 and none as of September 30, 2022. The Company had related party sales from one related party shareholder for the six months ended March 31, 2023 of $0.2 million and two related party shareholders for the six months ended March 31, 2022 of $0.4 million, respectively. The Company incurred expenses of $0.2 million and $0.2 million related to the MariaDB Foundation (discussed below) for the six months ended March 31, 2023 and 2022, respectively. MariaDB Community Server is built from the MariaDB Open Source Project and proclaimed by the MariaDB Foundation. The Company helped establish the independently run MariaDB Foundation as a steward of the MariaDB Open Source Project to encourage adoption and grow the MariaDB ecosystem. We continue to be a sponsor of the MariaDB Foundation and pay the MariaDB Foundation an agreed upon sponsorship fee. The Company had no accounts payable to related party shareholders as of March 31, 2023 and September 30, 2022. Outstanding balances are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | Note 15. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders for the periods presented: Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands, except shares and per share data) (in thousands, except shares and per share data) Net loss attributable to common shareholders Basic and diluted $ (11,850) $ (14,527) $ (24,546) $ (26,407) Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders Basic and diluted 66,575,652 13,864,320 45,125,926 12,963,436 Net loss per share attributable to common shareholders Basic and diluted $ (0.18) $ (1.05) $ (0.54) $ (2.04) The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive: Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 Warrants 16,351,314 2,058,030 16,351,314 2,058,030 Stock options 8,018,964 8,439,682 8,018,964 8,439,682 Convertible preferred shares — 41,883,053 — 41,883,053 Total 24,370,278 52,380,765 24,370,278 52,380,765 Warrant, stock option and share information is presented in the table above and its accompanying paragraphs as having been converted by the Exchange Ratio as of March 31, 2023 and 2022, as applicable. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss) | Note 16. Accumulated Other Comprehensive Income (Loss) The following summarizes accumulated other comprehensive income (loss) for the six months ended March 31, 2023 and 2022: Net Accumulated Foreign Unrealized Other Currency Gain Comprehensive Translation on Securities Income (Loss) Balance at September 30, 2021 $ (7,477) $ — $ (7,477) Other comprehensive income (loss) before reclassifications 604 — 604 Net current period other comprehensive income (loss) 604 604 Balance at December 31, 2021 (6,873) — (6,873) Other comprehensive income (loss) before reclassifications (372) (372) Net current period other comprehensive income (loss) (372) — (372) Balance at March 31, 2022 $ (7,245) $ — $ (7,245) Balance at September 30, 2022 $ (11,482) $ 2,177 $ (9,305) Other comprehensive income (loss) before reclassifications 1,887 — 1,887 Amounts reclassified from accumulated other comprehensive net income (loss) — (2,177) (2,177) Net current period other comprehensive income (loss) 1,887 (2,177) (290) Balance at December 31, 2022 (9,595) — (9,595) Other comprehensive income (loss) before reclassifications (1,220) (1,220) Net current period other comprehensive income (loss) (1,220) (1,220) Balance at March 31, 2023 $ (10,815) $ — $ (10,815) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 17. Subsequent Events Events occurring after March 31, 2023, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included. No subsequent events have been identified. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include but are not limited to fair value measurement of financial instruments, allowances for credit losses, the incremental borrowing rate related to the Company’s lease liabilities, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, stock-based compensation, revenue recognition and accounting for income taxes. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Since future events and their effects cannot be predicted with absolute certainty, actual results could differ from current estimates. In 2020, the global economy and financial markets had been severely affected by the COVID-19 pandemic. The continuing uncertainty around the outbreak of the COVID-19 pandemic required the use of judgments and estimates in the preparation of the consolidated financial statements for the quarters ended March 31, 2023 and 2022, and the years ended September 30, 2022 and 2021. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant impact to the reported amounts of assets, liabilities, revenue and expenses in these and any future consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the pandemic include, but are not limited to: revenue recognition, impairment of goodwill and intangible assets, allowance for expected credit losses, and tax provisions. |
Foreign currency | Foreign currency The functional currency of the Company is the Euro (EUR). The functional currency of the Company’s international subsidiaries is either the EUR or the local currency in which the international subsidiary operates. For the foreign subsidiaries where the functional currency is not the local currency, local currency denominated monetary assets and liabilities are re-measured into the functional currency at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are re-measured into the functional currency at historical exchange rates. Transaction gains or losses from foreign currency re-measurement and settlements are included in other expense, net in the consolidated statements of operations and comprehensive loss. The Company’s reporting currency is the U.S. dollar. In the consolidated financial statements, the financial information of the Company and its international subsidiaries has been translated into U.S. dollars. The Company uses the exchange rate as of each balance sheet date to translate assets and liabilities and the average exchange rate during the period to translate revenue and expenses into U.S. dollars. Stockholders’ equity (deficit) are translated at historical rate. Translation gains or losses resulting from translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). The Company is exposed to fluctuations between the U.S. dollar and the EUR. The change in the value of the EUR relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in its business or results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash held in our bank accounts and on hand as well as highly liquid investments with an original maturity of three months or less at acquisition. The Company maintains such investments in immaterial money market funds, which have readily determinable fair values using quoted prices in active markets. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Substantially all of the Company’s cash and cash equivalents are maintained at financial institutions in the United States and Finland. Cash and cash equivalents can exceed amounts insured by the Federal Deposit Insurance Corporation and Deposit Guarantee schemes of up to $250,000 and €100,000, respectively. Customer credit risk is managed by the business and is subject to the Company’s established policy and procedures relating to customer credit risk management. The credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are in several geographical regions and industries and operate in largely independent markets. As of March 31, 2023, one customer accounted for 53.2% of the total balance of accounts receivable. As of September 30, 2022, no one customer accounted for more than 10% of the total balance of accounts receivable. For the three and six months ended March 31, 2023 and 2022, no customer accounted for more than 10% of the Company’s total revenues. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, as described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These include the Black-Scholes option-pricing model which uses inputs such as expected volatility, risk-free interest rate and expected term to determine fair market valuation. As of September 30, 2022, the Company’s investment securities consisted of $26.0 million in United States (“U.S.”) Treasury Bills, all of which matured by December 31, 2022. During the year ended September 30, 2022, the Company changed the classification of its U.S. Treasury Bills from held-to-maturity to available-for-sale based on its intent to sell the securities. The Company’s available-for-sale marketable securities are recorded at fair value. Any unrealized gains or losses are recorded in accumulated other comprehensive income within the consolidated balance sheet. Any realized gains and losses are recorded as a part of other expense, net in the consolidated statements of operations and comprehensive loss in accordance with ASC 320 “Investments – Debt and Equity Security.” The total proceeds received from sales of available-for-sale securities during the three and six months ended March 31, 2023 was $0 and $25.9 million, respectively. The total realized gain during the three and six months ended March 31, 2023 was $0 and $0.9 million, respectively, including amounts reclassified from accumulated other comprehensive income. The Company considers all investments with original maturities of greater than three months and less than 12 months to be short-term investments. There were no available-for-sale-securities outstanding as of March 31, 2023. The fair value of available-for-sale securities outstanding as of September 30, 2022 is as follows (in thousands): Effect of Gross Gross Foreign Amortized Unrealized Unrealized Currency Cost Gains Losses Translation Fair Value U.S. Treasury Bills $ 25,962 $ 2,177 $ — $ (2,140) $ 25,999 Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of March 31, 2023 and September 30, 2022, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue) approximate fair value due to the short-term nature of such items. The money market funds within cash equivalents and available-for-sale securities are classified within Level 1 of the hierarchy as the values are derived from quoted prices in active markets. The Company’s warrants are recorded at fair value on a recurring basis. The estimation of fair value for these investments requires the use of significant unobservable inputs, and these inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. As a result, the Company classifies the Public Warrants (as defined in Note 7) as level 1, the Private Warrants (as defined in Note 7) as level 2, and the Kreos Rollover Warrants (as defined in Note 7) as level 3, within the fair value hierarchy. Refer to Note 7 Warrants for further details on the valuation inputs. We have not elected the fair value option as prescribed by ASC 825, The Fair Value Option for Financial Assets and Financial Liabilities, for our financial assets and liabilities that are not otherwise required to be carried at fair value. Under ASC 820, Fair Value Measurements and Disclosures, material financial assets and liabilities not carried at fair value, such as our long-term debt and accounts receivable and payable, are reported at their carrying values. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable is recognized if and when an amount of consideration is due from a customer and is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Accounts receivable are non-interest bearing and are generally on terms of 30 to 90 days. Generally, trade receivables are written-off if past due for more than 12 months and are not subject to enforcement activity. Accounts receivable presented on the consolidated balance sheets are adjusted for any write-offs and net of allowance for credit losses. An analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The Company applies a simplified approach in calculating current expected credit losses (CECL). Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime CECLs at each reporting date. The Company has established a provision matrix that is based on the Company’s historical observed default rates. The Company will calibrate the historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Company’s estimates of the allowance for credit losses may not be indicative of the Company’s actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. The following table presents the changes in the allowance for credit losses for the six months ended March 31, 2023 and the year ended September 30, 2022: March 31, September 30, 2023 2022 (in thousands) Balance, beginning of period $ 642 $ 394 Add: provision for credit losses 732 400 Less: write-offs, net of recoveries (29) (94) Foreign currency translation 63 (58) Balance, end of period $ 1,408 $ 642 |
Prepaids and Other Current Assets | Prepaids and Other Current Assets P repaid expenses and other current assets totaled $6.0 million and $15.5 million as of March 31, 2023 and September 30, 2022, respectively. Prepaid expenses totaled $4.0 million and $13.5 million as of March 31, 2023 and September 30, 2022, respectively. Prepaid expenses as of March 31, 2023 were primarily related to payments made to third parties in the ordinary course of business. As of September 30, 2022, prepaid expenses were primarily related to deferred equity issuance costs in anticipation of the Business Combination, which were reclassified to equity in the first quarter of fiscal year 2023. Other current assets primarily consisted of deferred commission totaling $1.6 million and $1.5 million as of March 31, 2023 and September 30, 2022, respectively. Other receivables totaled $0.4 million and $0.5 million as of March 31, 2023 and September 30, 2022, respectively. |
Warrant Liabilities | Warrant Liabilities As discussed in Note 7 Warrants, the Legacy MariaDB preferred share warrants were either settled or converted into Ordinary Share warrants through the Business Combination (referred to as the “Legacy MariaDB Warrants”). Further, as discussed in Note 7 Warrants, the Company assumed Private Warrants and Public Warrants th The warrants are measured at fair value on a recurring basis. The Company estimates the fair value of the Legacy MariaDB Warrants using the Black-Scholes option pricing model and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for expected volatility, expected life, yield, and risk-free interest rate. The Company estimates the fair value of th e Public Warrants based on the observable market quote in an active market under the ticker MRDB.WS. As the transfer of Private Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Warrants having substantially the same terms as the Public Warrants, the Company determined that the restrictions. The Company continues to adjust the liability for changes in fair value until the earlier of the exercise of the warrants, the expiration of the warrants, or until such time as the warrants are no longer considered a liability. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) who is the Company’s chief executive officer, in deciding how to allocate resources and assess our financial and operational performance. The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated and aggregated basis. Accordingly, the Company has determined that it operates in one operating and reportable |
Stock-Based Compensation | Stock-Based Compensation Employees (including senior executives) of the Company have been granted share-based payments in the form of stock options. Stock-based compensation costs are calculated based on the fair value of the share-based award on the date the grant is made using the Black-Scholes option-pricing model for stock options and recognized as compensation expense in the accompanying consolidated statement of operations and comprehensive loss on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related input assumptions requires judgment, including estimating the fair value of Ordinary Shares, share price volatility, and expected term, which impact the fair value estimated and the expense that will be recognized. Legacy MariaDB granted options to its employees, members of the board as well as some advisors under the following plans, collectively (the “Legacy Plans”): ● Summer Share Option Plan 2022 USA ● Global Share Option Plan 2017 ● Global Share Option Plan 2017 USA ● Global Share Option Plan 2014 Europe ● Global Share Option Plan 2014 USA ● Global Share Option Plan 2012 Europe ● Global Share Option Plan 2012 USA ● Global Share Option Plan 2012 France ● Global Share Option Plan 2010 Europe ● Global Share Option Plan 2010 USA ● Global Share Option Plan 2010 France In connection with the Business Combination, the equity awards issued and outstanding under the Legacy Plans listed above (each, a “Legacy MariaDB Equity Award”) were automatically converted into an equity award to be settled in MariaDB plc Ordinary Shares generally on the same terms and conditions as were applicable to such Legacy MariaDB Equity Award immediately prior to the Business Combination. On December 18, 2022, MariaDB plc approved and adopted a new plan, the MariaDB plc 2022 Equity Incentive Plan, which became effective immediately as of closing of the Business Combination on December 16, 2022 as described in Note 9 Stock-based Compensation. The type of awards permitted under the new plan include stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock unit awards, performance awards and other stock awards. As of March 31, 2023, stock options are the only type of share-based payment that has been granted under the Company’s plans. |
Recent Accounting Updates | Recent Accounting Updates Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASU”). ASU’s not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial statements. Recently Adopted Accounting Updates In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard on October 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”, which clarifies and reduces diversity in an issuer’s accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity being classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. This will be effective for fiscal years beginning after December 15, 2021, and interim periods within those years. Early application is permitted, including application in an interim period as of the beginning of the fiscal year that includes that interim period. The ASU should be applied prospectively. The Company adopted this standard on October 1, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements. Recent Accounting Updates Not Yet Effective In October 2021, the FASB issued Accounting Standards Update No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the expected impact the standard will have on its consolidated financial statements. |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Revision of Prior Period Financial Statements | |
Schedule of revision to the Company's previously issued historical financial statements | Revised Condensed Consolidated Balance Sheet As of September 30, 2022 As Reported Adjustment As Revised (in thousands) Prepaids and other current assets $ 15,806 $ (343) $ 15,463 Total current assets 58,715 (343) 58,372 Other noncurrent assets 1,006 3,140 4,146 Total assets 69,974 2,797 72,771 Accumulated deficit (200,320) 2,797 (197,523) Total stockholders' equity (deficit) (198,143) 2,797 (195,346) Total liabilities, convertible preferred shares and stockholders' equity (deficit) 69,974 2,797 72,771 Revised Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended Six Months Ended March 31, 2022 March 31, 2022 As Reported Adjustment As Revised As Reported Adjustment As Revised (in thousands, except share and per share amounts) (in thousands, except share and per share amounts) Sales and marketing $ 6,618 $ (643) $ 5,975 $ 13,193 $ (945) $ 12,248 Total operating expense 18,563 (643) 17,920 37,641 (945) 36,696 Loss from operations (11,028) 643 (10,385) (22,315) 945 (21,370) Net loss $ (15,170) $ 643 $ (14,527) $ (27,352) $ 945 $ (26,407) Net loss per share attributable to common shares - basic and diluted (1) (0.27) (1.05) (0.48) (2.04) Weighted-average shares outstanding - basic and diluted (1) 60,764,608 13,864,320 56,816,307 12,963,436 Comprehensive loss: Net loss $ (15,170) $ 643 $ (14,527) $ (27,352) $ 945 $ (26,407) Total comprehensive loss $ (15,542) $ 643 $ (14,899) $ (27,120) $ 945 $ (26,175) (1) Revised Condensed Consolidated Statement of Cash Flows Six Months Ended March 31, 2022 As Reported Adjustment As Revised (in thousands) Operating activities: Net loss $ (27,352) $ 945 $ (26,407) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of deferred commission 443 235 678 Changes in operating assets and liabilities: Other current assets (2,645) (949) (3,594) Other noncurrent assets (261) (231) (492) Net cash used in operating activities (18,646) — (18,646) Revised Condensed Consolidated Statement of Convertible Preferred Shares and Stockholders' Equity (Deficit) Accumulated Deficit Total Stockholders' Equity As Reported Adjustment As Revised As Reported Adjustment As Revised (in thousands) (in thousands) Balance as of September 30, 2021 $ (151,669) $ 1,649 $ (150,020) $ (152,706) $ 1,649 $ (151,057) Net loss (12,182) 302 (11,880) (12,182) 302 (11,880) Balance as of December 31, 2021 (163,851) 1,951 (161,900) (163,210) 1,951 (161,259) Net loss (15,170) 643 (14,527) (15,170) 643 (14,527) Balance as of March 31, 2022 (179,021) 2,594 (176,427) (178,595) 2,594 (176,001) Balance as of September 30, 2022 (200,320) 2,797 (197,523) (198,143) 2,797 (195,346) Net loss (13,042) 346 (12,696) (13,042) 346 (12,696) Balance as of December 31, 2022 $ (213,362) $ 3,143 $ (210,219) $ (10,828) $ 3,143 $ (7,685) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of fair value of available-for-sale securities | The fair value of available-for-sale securities outstanding as of September 30, 2022 is as follows (in thousands): Effect of Gross Gross Foreign Amortized Unrealized Unrealized Currency Cost Gains Losses Translation Fair Value U.S. Treasury Bills $ 25,962 $ 2,177 $ — $ (2,140) $ 25,999 |
Schedule of changes in allowance for credit losses | March 31, September 30, 2023 2022 (in thousands) Balance, beginning of period $ 642 $ 394 Add: provision for credit losses 732 400 Less: write-offs, net of recoveries (29) (94) Foreign currency translation 63 (58) Balance, end of period $ 1,408 $ 642 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands) (in thousands) EMEA $ 4,562 $ 3,864 $ 9,211 $ 7,817 Americas 6,510 5,165 12,473 10,260 APAC 2,402 1,665 4,595 3,317 Total revenue $ 13,474 $ 10,694 $ 26,279 $ 21,394 |
Subscription | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands) (in thousands) Cloud related $ 2,938 $ 1,114 $ 4,817 $ 2,105 Other subscription 9,083 8,396 18,481 16,914 Total subscription revenue $ 12,021 $ 9,510 $ 23,298 $ 19,019 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Acquisition | |
Schedule of fair value of consideration | The components of the preliminary fair value of consideration transferred are as follows ($ in thousands): Cash consideration $ 1,661 Equity consideration 2,056 Deferred consideration 100 Total fair value of consideration transferred $ 3,817 |
Schedule of purchase price allocation | The following table summarizes the preliminary purchase price allocation as of the acquisition date ($ in thousands): Preliminary Amounts Initial Amounts Recognized as of the Recognized as of the Measurement Period Acquisition Date (as Acquisition Date Adjustment Adjusted) Cash and cash equivalents $ 5 — $ 5 Accounts receivable, net 47 — 47 Property, plant and equipment, net 4 — 4 Intangible assets, net 670 — 670 Other assets 103 — 103 Total identifiable assets acquired $ 829 — $ 829 Accounts payable 40 — 40 Accrued expenses 16 — 16 Deferred tax liability — $ 238 238 Other liabilities 39 — 39 Total identifiable liabilities assumed $ 95 $ 238 $ 333 Total identifiable net assets $ 734 (238) $ 496 Goodwill $ 3,083 238 $ 3,321 |
Schedule of acquired intangible assets and estimated useful lives | The following table summarizes the preliminary valuation of acquired intangible assets and estimated useful lives as of the acquisition date ($ in thousands): Estimated remaining useful lives (in years) Fair Value Customer Relationships 8.0 $ 130 Developed Technology 5.0 470 Trademarks 3.0 70 Total identifiable intangible assets $ 670 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill | |
Schedule of changes in goodwill | (in thousands) September 30, 2022 $ 7,535 Measurement period adjustments 238 Foreign currency translation 43 December 31, 2022 $ 7,816 March 31, 2023 $ 7,816 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Schedule of warrants issued and outstanding | Warrants Outstanding Fair Value Number of Purchase price Warrants warrants issued per share March 31, 2023 September 30, 2022 March 31, 2023 September 30, 2022 (in thousands) Kreos Rollover Warrant 190,559 € 2.28 190,559 190,559 $ 48 $ 478 Series C – 2017 1,215,345 € 0.04 — 74,479 — 335 Series C – 2020 786,234 € 5.22 — 652,126 — 936 Public Warrants 8,850,458 $ 11.50 8,850,458 — 2,120 — Private Warrants 7,310,297 $ 11.50 7,310,297 — 1,751 — 18,352,893 16,351,314 917,164 $ 3,919 $ 1,749 |
Schedule of fair values for warrant liabilities | Warrant liabilities (in thousands) September 30, 2022 $ 1,749 Change in fair value (1,731) Warrants assumed in the Business Combination 7,111 Settlement of 2017 Series C Warrants put option (427) Exercised (649) Foreign currency translation 182 December 31, 2022 6,235 Change in fair value (2,297) Foreign currency translation (19) March 31, 2023 $ 3,919 Warrant liabilities (in thousands) September 30, 2021 $ 5,303 Change in fair value 120 Foreign currency translation (116) December 31, 2021 5,307 Change in fair value (162) Contingent put option 4,787 Exercised (101) Foreign currency translation (103) March 31, 2022 $ 9,728 |
Schedule of fair values of warrants and option rights were determined using the Black-Scholes option-pricing model with the input assumptions | Six Months Ended March 31, 2023 2022 Expected volatility range (weighted average) 47.79% 46.97% to 48.00% (46.99%) Dividend yield 0.00% 0.00% Risk-free interest rates range (weighted average) 3.80% 0.52% to 2.33% (0.54%) Expected term range (weighted average) 3.13 years 3.22 years to 10.23 years (9.82 years) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity (Deficit) | |
Schedule of information related to issuance of the Company's preferred shares | Number of Ordinary Preferred Number of Shares Issued Shares Shares Shares and Carrying Equivalent Liquidation Class Registered Outstanding Value (1) Price per share Shares Preference (in thousands) (in thousands) Series A 2,308,741 2,308,741 $ 6,668 From $ 2.68 to $ 2.95 2,308,741 $ 6,676 Series B 13,815,180 13,815,180 36,851 From $ 2.45 to $ 3.10 13,815,180 37,622 Series C 12,609,199 12,609,199 63,597 From $ 4.71 to $ 5.86 12,609,199 65,039 Series D (2) 13,149,933 13,149,933 99,853 From $ 7.82 to $ 7.90 13,149,933 103,805 41,883,053 41,883,053 $ 206,969 41,883,053 $ 213,142 (1) The carrying value reflects the gross proceeds received from the sale of the preferred shares net of issuance costs and the fair value at issuance of preferred shares warrants classified as a liability. (2) On January 31, 2022, the Company’s Board of Directors approved an amendment to the Company’s Shareholders’ Agreement to authorize an additional series of preferred shares. The Series D Preferred Shares financing consisted of accredited investors and qualified institutional investors providing an aggregate gross amount of $103.8 million, completed on January 31, 2022. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Schedule of stock option activity | Weighted Average Weighted- Exercise Average Number Price Per Remaining Aggregated of Shares Share Contractual Life Intrinsic Value (in years) (in thousands) Options outstanding, September 30, 2022 42,764,264 $ 0.26 Recapitalization (33,006,982) $ 0.89 Options outstanding, September 30, 2022 9,757,282 $ 1.15 Granted 123,280 $ 4.15 Exercised (1,233,943) $ 0.50 Forfeited (627,655) $ 1.58 Options outstanding, March 31, 2023 8,018,964 $ 1.27 7.02 $ 5,271 Options Exercisable, March 31, 2023 5,489,117 $ 0.72 6.22 $ 4,444 Vested and expected to vest after March 31, 2023 8,023,213 $ 1.27 7.02 $ 5,275 |
Schedule of stock-based compensation expense | Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of revenue $ 31 $ 4 $ 99 $ 9 Research and development expenses 159 48 379 108 Sales and marketing expenses 38 15 142 35 General and administrative expenses 13 32 237 76 Total stock-based compensation expense $ 241 $ 99 $ 857 $ 228 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses | |
Schedule of components of accrued expenses | March 31, 2023 September 30, 2022 (in thousands) Accrued payroll and payroll related liabilities $ 3,811 2,904 Accrued bonuses 787 1,208 Taxes payable 685 897 Other accrued expenses 1,636 3,893 Total accrued expenses $ 6,919 8,902 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Long-term Debt | |
Schedule of debt | March 31, 2023 September 30, 2022 (in thousands) Term loan $ 16,326 $ 14,622 R&D loan — 122 Total $ 16,326 $ 14,744 Less: Current portion (16,326) (122) Long-term debt $ — $ 14,622 |
Schedule of principal payments remaining on debt outstanding | Year ending September 30, Principal Payments ( in thousands 2023 (remaining nine months) $ — 2024 16,326 Total principal payments $ 16,326 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Summary of basic and diluted net loss per share | Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 (in thousands, except shares and per share data) (in thousands, except shares and per share data) Net loss attributable to common shareholders Basic and diluted $ (11,850) $ (14,527) $ (24,546) $ (26,407) Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders Basic and diluted 66,575,652 13,864,320 45,125,926 12,963,436 Net loss per share attributable to common shareholders Basic and diluted $ (0.18) $ (1.05) $ (0.54) $ (2.04) |
Summary of potentially dilutive securities excluded from computation of diluted net loss per share | Three Months Ended March 31, Six Months Ended March 31, 2023 2022 2023 2022 Warrants 16,351,314 2,058,030 16,351,314 2,058,030 Stock options 8,018,964 8,439,682 8,018,964 8,439,682 Convertible preferred shares — 41,883,053 — 41,883,053 Total 24,370,278 52,380,765 24,370,278 52,380,765 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) | |
Schedule of Accumulated other comprehensive income (loss) | Net Accumulated Foreign Unrealized Other Currency Gain Comprehensive Translation on Securities Income (Loss) Balance at September 30, 2021 $ (7,477) $ — $ (7,477) Other comprehensive income (loss) before reclassifications 604 — 604 Net current period other comprehensive income (loss) 604 604 Balance at December 31, 2021 (6,873) — (6,873) Other comprehensive income (loss) before reclassifications (372) (372) Net current period other comprehensive income (loss) (372) — (372) Balance at March 31, 2022 $ (7,245) $ — $ (7,245) Balance at September 30, 2022 $ (11,482) $ 2,177 $ (9,305) Other comprehensive income (loss) before reclassifications 1,887 — 1,887 Amounts reclassified from accumulated other comprehensive net income (loss) — (2,177) (2,177) Net current period other comprehensive income (loss) 1,887 (2,177) (290) Balance at December 31, 2022 (9,595) — (9,595) Other comprehensive income (loss) before reclassifications (1,220) (1,220) Net current period other comprehensive income (loss) (1,220) (1,220) Balance at March 31, 2023 $ (10,815) $ — $ (10,815) |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | Dec. 19, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 16, 2022 | Sep. 30, 2022 |
Organization and Description of Business | |||||
Goodwill | $ 7,816 | $ 7,816 | $ 0 | $ 7,535 | |
Other intangible assets | $ 0 | ||||
Minimum holding period of shares | 180 days | ||||
Accumulated deficit | (222,069) | (197,523) | |||
Cash and cash equivalents | $ 9,703 | $ 4,756 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Prepaids and other current assets | $ 5,952 | $ 15,463 | ||||
Total current assets | 42,362 | 58,372 | ||||
Other noncurrent assets | 4,925 | 4,146 | ||||
Total assets | 57,520 | 72,771 | ||||
Accumulated deficit | (222,069) | (197,523) | ||||
Total stockholders' equity (deficit) | (19,963) | $ (7,685) | (195,346) | $ (176,001) | $ (161,259) | $ (151,057) |
Total liabilities, convertible preferred shares and stockholders' equity (deficit) | $ 57,520 | 72,771 | ||||
Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total stockholders' equity (deficit) | (195,346) | (151,057) | ||||
Previously Reported | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Prepaids and other current assets | 15,806 | |||||
Total current assets | 58,715 | |||||
Other noncurrent assets | 1,006 | |||||
Total assets | 69,974 | |||||
Accumulated deficit | (200,320) | |||||
Total stockholders' equity (deficit) | (10,828) | (198,143) | (178,595) | (163,210) | (152,706) | |
Total liabilities, convertible preferred shares and stockholders' equity (deficit) | 69,974 | |||||
Adjustment | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Prepaids and other current assets | (343) | |||||
Total current assets | (343) | |||||
Other noncurrent assets | 3,140 | |||||
Total assets | 2,797 | |||||
Accumulated deficit | 2,797 | |||||
Total stockholders' equity (deficit) | $ 3,143 | 2,797 | $ 2,594 | $ 1,951 | $ 1,649 | |
Total liabilities, convertible preferred shares and stockholders' equity (deficit) | $ 2,797 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements - Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Sales and marketing | $ 7,289 | $ 5,975 | $ 14,175 | $ 12,248 | ||
Total operating expense | 23,279 | 17,920 | 45,141 | 36,696 | ||
Loss from operations | (13,024) | (10,385) | (25,446) | (21,370) | ||
Net loss | $ (11,850) | $ (12,696) | $ (14,527) | $ (11,880) | $ (24,546) | $ (26,407) |
Net loss per share attributable to common shares - basic | $ (0.18) | $ (1.05) | $ (0.54) | $ (2.04) | ||
Net loss per share attributable to common shares - diluted | $ (0.18) | $ (1.05) | $ (0.54) | $ (2.04) | ||
Weighted-average shares outstanding - basic | 66,575,652 | 13,864,320 | 45,125,926 | 12,963,436 | ||
Weighted-average shares outstanding - diluted | 66,575,652 | 13,864,320 | 45,125,926 | 12,963,436 | ||
Comprehensive Loss: | ||||||
Net loss | $ (11,850) | (12,696) | $ (14,527) | (11,880) | $ (24,546) | $ (26,407) |
Total comprehensive loss | $ (13,070) | (14,899) | $ (26,056) | (26,175) | ||
Previously Reported | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Sales and marketing | 6,618 | 13,193 | ||||
Total operating expense | 18,563 | 37,641 | ||||
Loss from operations | (11,028) | (22,315) | ||||
Net loss | (13,042) | $ (15,170) | (12,182) | $ (27,352) | ||
Net loss per share attributable to common shares - basic | $ (0.27) | $ (0.48) | ||||
Net loss per share attributable to common shares - diluted | $ (0.27) | $ (0.48) | ||||
Weighted-average shares outstanding - basic | 60,764,608 | 56,816,307 | ||||
Weighted-average shares outstanding - diluted | 60,764,608 | 56,816,307 | ||||
Comprehensive Loss: | ||||||
Net loss | (13,042) | $ (15,170) | (12,182) | $ (27,352) | ||
Total comprehensive loss | (15,542) | (27,120) | ||||
Adjustment | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Sales and marketing | (643) | (945) | ||||
Total operating expense | (643) | (945) | ||||
Loss from operations | 643 | 945 | ||||
Net loss | 346 | 643 | 302 | 945 | ||
Comprehensive Loss: | ||||||
Net loss | $ 346 | 643 | $ 302 | 945 | ||
Total comprehensive loss | $ 643 | $ 945 |
Revision of Prior Period Fina_5
Revision of Prior Period Financial Statements - Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | $ (24,546) | $ (26,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of deferred commission | 875 | 678 |
Changes in operating assets and liabilities: | ||
Other current assets | (1,349) | (3,594) |
Other noncurrent assets | (1) | (492) |
Net cash used in operating activities | $ (29,448) | (18,646) |
Previously Reported | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | (27,352) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of deferred commission | 443 | |
Changes in operating assets and liabilities: | ||
Other current assets | (2,645) | |
Other noncurrent assets | (261) | |
Net cash used in operating activities | (18,646) | |
Adjustment | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | 945 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of deferred commission | 235 | |
Changes in operating assets and liabilities: | ||
Other current assets | (949) | |
Other noncurrent assets | $ (231) |
Revision of Prior Period Fina_6
Revision of Prior Period Financial Statements - Convertible Preferred Shares and Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | $ (7,685) | $ (195,346) | $ (161,259) | $ (151,057) | $ (195,346) | $ (151,057) |
Net loss | (11,850) | (12,696) | (14,527) | (11,880) | (24,546) | (26,407) |
Balance at the end of period | (19,963) | (7,685) | (176,001) | (161,259) | (19,963) | (176,001) |
Accumulated Deficit | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | (210,219) | (197,523) | (161,900) | (150,020) | (197,523) | (150,020) |
Net loss | (11,850) | (12,696) | (14,527) | (11,880) | ||
Balance at the end of period | (222,069) | (210,219) | (176,427) | (161,900) | (222,069) | (176,427) |
Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | (195,346) | (151,057) | (195,346) | (151,057) | ||
Previously Reported | Accumulated Deficit | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | (197,523) | (150,020) | (197,523) | (150,020) | ||
Previously Reported | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | (10,828) | (198,143) | (163,210) | (152,706) | (198,143) | (152,706) |
Net loss | (13,042) | (15,170) | (12,182) | (27,352) | ||
Balance at the end of period | (10,828) | (178,595) | (163,210) | (178,595) | ||
Previously Reported | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | Accumulated Deficit | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | (213,362) | (200,320) | (163,851) | (151,669) | (200,320) | (151,669) |
Net loss | (13,042) | (15,170) | (12,182) | |||
Balance at the end of period | (213,362) | (179,021) | (163,851) | (179,021) | ||
Adjustment | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | 3,143 | 2,797 | 1,951 | 1,649 | 2,797 | 1,649 |
Net loss | 346 | 643 | 302 | 945 | ||
Balance at the end of period | 3,143 | 2,594 | 1,951 | 2,594 | ||
Adjustment | Error Correction Relating to Incremental Cost of Obtaining Customer Contracts | Accumulated Deficit | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Balance at the beginning of period | $ 3,143 | 2,797 | 1,951 | 1,649 | $ 2,797 | 1,649 |
Net loss | 346 | 643 | 302 | |||
Balance at the end of period | $ 3,143 | $ 2,594 | $ 1,951 | $ 2,594 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 USD ($) customer | Mar. 31, 2023 USD ($) customer | Sep. 30, 2022 USD ($) customer | Mar. 31, 2022 customer | |
Summary of Significant Accounting Policies | ||||
Total proceeds from sales of available-for-sale securities | $ 0 | $ 25,900 | ||
Realized gains | $ 0 | $ 900 | ||
Accounts Receivable | Customer Concentration | ||||
Summary of Significant Accounting Policies | ||||
Number of customers | customer | 1 | 1 | 0 | |
Accounts Receivable | Customer Concentration | Customer 1 | ||||
Summary of Significant Accounting Policies | ||||
Revenue percentage | 53.20% | |||
Revenue | Customer Concentration | ||||
Summary of Significant Accounting Policies | ||||
Number of customers | customer | 0 | 0 | 0 | |
U.S. Treasury Bills | ||||
Summary of Significant Accounting Policies | ||||
Investment securities | $ 26,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fair Value of Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Summary of Significant Accounting Policies | ||
Fair Value | $ 0 | |
U.S. Treasury Bills | ||
Summary of Significant Accounting Policies | ||
Amortized cost | $ 25,962 | |
Gross Unrealized Gains | 2,177 | |
Effect of Foreign Currency Translation | (2,140) | |
Fair Value | $ 25,999 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |||
Balance, beginning of period | $ 642 | $ 394 | $ 394 |
Bad debt expense | 732 | $ 395 | 400 |
Less: write-offs, net of recoveries | (29) | (94) | |
Foreign currency translation | 63 | (58) | |
Balance, end of period | $ 1,408 | $ 642 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Summary of Significant Accounting Policies | ||
Prepaids and other current assets | $ 5,952 | $ 15,463 |
Prepaid expenses | 4,000 | 13,500 |
Deferred commissions | 1,600 | 1,500 |
Other receivables | $ 400 | $ 500 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Segment Information (Details) | 6 Months Ended |
Mar. 31, 2023 segment | |
Summary of Significant Accounting Policies | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||||
Total revenue | $ 13,474 | $ 10,694 | $ 26,279 | $ 21,394 |
EMEA | ||||
Revenue | ||||
Total revenue | 4,562 | 3,864 | 9,211 | 7,817 |
Americas | ||||
Revenue | ||||
Total revenue | 6,510 | 5,165 | 12,473 | 10,260 |
APAC | ||||
Revenue | ||||
Total revenue | $ 2,402 | $ 1,665 | $ 4,595 | $ 3,317 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Revenue | |||||
Revenue | $ 13,474 | $ 10,694 | $ 26,279 | $ 21,394 | |
Contract assets | 500 | 500 | $ 0 | ||
Contract liabilities | 45,200 | 45,200 | 31,600 | ||
Refundable customer deposits | 13,800 | 13,800 | 0 | ||
Revenue recognized | $ 6,700 | 6,800 | $ 16,700 | 16,100 | |
Contract renewal period | 5 years | 5 years | |||
Practical expedient | true | ||||
Deferred commissions | |||||
Revenue | |||||
Deferred contract cost | $ 4,900 | $ 4,900 | $ 4,600 | ||
Subscription | |||||
Revenue | |||||
Revenue | 12,021 | 9,510 | 23,298 | 19,019 | |
Cloud related | |||||
Revenue | |||||
Revenue | 2,938 | 1,114 | 4,817 | 2,105 | |
Other | |||||
Revenue | |||||
Revenue | 9,083 | 8,396 | 18,481 | 16,914 | |
Services | |||||
Revenue | |||||
Revenue | 1,453 | 1,184 | 2,981 | 2,375 | |
Services | Transferred at Point in Time | |||||
Revenue | |||||
Revenue | 100 | 0 | 300 | 0 | |
Services | Transferred over Time | |||||
Revenue | |||||
Revenue | $ 1,400 | $ 1,200 | $ 2,700 | $ 2,400 | |
Geographic Concentration Risk | Revenue Benchmark | IRELAND | |||||
Revenue | |||||
Revenue percentage | 0.40% | 0.20% | 0.70% | 0.20% | |
Geographic Concentration Risk | Revenue Benchmark | United States | |||||
Revenue | |||||
Revenue percentage | 42.90% | 44.80% | 42.60% | 44.20% |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation | $ 54.2 |
Revenue remaining performance obligation percentage | 51.60% |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected timing of satisfaction, period | 13 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected timing of satisfaction, period | 36 months |
Acquisition (Details)
Acquisition (Details) - Sector 42 Technologies, Inc and CubeWerx Inc $ in Thousands | Aug. 02, 2022 USD ($) shares |
Acquisition | |
Percent of ownership interest acquired | 100% |
Purchase price | $ 3,817 |
Equity interest issued (in shares) | shares | 539,233 |
Deferred consideration | $ 100 |
Deferred consideration payment period | 18 months |
Acquisition - Purchase Consider
Acquisition - Purchase Consideration (Details) - Sector 42 Technologies, Inc and CubeWerx Inc $ in Thousands | Aug. 02, 2022 USD ($) |
Acquisition | |
Cash consideration | $ 1,661 |
Equity consideration | 2,056 |
Deferred consideration | 100 |
Total fair value of consideration transferred | $ 3,817 |
Acquisition - Purchase Price Al
Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 16, 2022 | Sep. 30, 2022 | Aug. 02, 2022 | |
Purchase price allocation | |||||
Goodwill | $ 7,816 | $ 7,816 | $ 0 | $ 7,535 | |
Measurement Period Adjustment, Goodwill | $ 238 | ||||
Sector 42 Technologies, Inc and CubeWerx Inc | |||||
Purchase price allocation | |||||
Cash and cash equivalents | $ 5 | ||||
Accounts receivable, net | 47 | ||||
Property, plant and equipment, net | 4 | ||||
Intangible assets, net | 670 | ||||
Other assets | 103 | ||||
Total identifiable assets acquired | 829 | ||||
Accounts payable | 40 | ||||
Accrued expenses | 16 | ||||
Deferred tax liability | 238 | ||||
Other liabilities | 39 | ||||
Total identifiable liabilities assumed | 333 | ||||
Total identifiable net assets | 496 | ||||
Goodwill | 3,321 | ||||
Sector 42 Technologies, Inc and CubeWerx Inc | Previously Reported [Member] | |||||
Purchase price allocation | |||||
Cash and cash equivalents | 5 | ||||
Accounts receivable, net | 47 | ||||
Property, plant and equipment, net | 4 | ||||
Intangible assets, net | 670 | ||||
Other assets | 103 | ||||
Total identifiable assets acquired | 829 | ||||
Accounts payable | 40 | ||||
Accrued expenses | 16 | ||||
Other liabilities | 39 | ||||
Total identifiable liabilities assumed | 95 | ||||
Total identifiable net assets | 734 | ||||
Goodwill | 3,083 | ||||
Sector 42 Technologies, Inc and CubeWerx Inc | Revision of Prior Period, Adjustment [Member] | |||||
Purchase price allocation | |||||
Deferred tax liability | 238 | ||||
Total identifiable liabilities assumed | 238 | ||||
Total identifiable net assets | (238) | ||||
Goodwill | $ 238 |
Acquisition - Acquired Intangib
Acquisition - Acquired Intangible Assets (Details) - Sector 42 Technologies, Inc and CubeWerx Inc $ in Thousands | Aug. 02, 2022 USD ($) |
Acquired intangible assets | |
Fair value | $ 670 |
Customer Relationships | |
Acquired intangible assets | |
Estimated remaining useful lives (in years) | 8 years |
Fair value | $ 130 |
Developed Technology | |
Acquired intangible assets | |
Estimated remaining useful lives (in years) | 5 years |
Fair value | $ 470 |
Trademarks | |
Acquired intangible assets | |
Estimated remaining useful lives (in years) | 3 years |
Fair value | $ 70 |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill | |
Beginning Balance | $ 7,535 |
Measurement period adjustments | 238 |
Foreign currency translation | 43 |
Ending Balance | $ 7,816 |
Warrants (Details)
Warrants (Details) € / shares in Units, $ / shares in Units, $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 16, 2022 EUR (€) € / shares shares | Aug. 17, 2022 shares | Aug. 08, 2022 EUR (€) shares | Jun. 30, 2020 € / shares shares | Oct. 31, 2019 EUR (€) | Apr. 30, 2017 EUR (€) € / shares shares | Dec. 31, 2022 EUR (€) € / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 € / shares shares | Dec. 16, 2022 $ / shares | Dec. 15, 2022 shares | Sep. 30, 2022 $ / shares shares | |
Number of warrants issued | 18,352,893 | |||||||||||
Warrants outstanding | 16,351,314 | 16,351,314 | 917,164 | |||||||||
Payments for redemption of warrants | $ | $ 427 | |||||||||||
Ordinary shares par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
APHC | ||||||||||||
Ordinary shares par value | $ / shares | $ 0.01 | |||||||||||
2017 Series C Warrants | ||||||||||||
Number of warrants issued | 1,215,345 | |||||||||||
Warrants exercise price | € / shares | € 0.04 | |||||||||||
Warrants outstanding | 74,479 | |||||||||||
Number of warrants repurchased | 326,429 | 5,000,194 | ||||||||||
Maximum repurchase value of warrants | € | € 8 | |||||||||||
Maximum threshold period for repurchase of warrants after receipt of the notice | 30 days | |||||||||||
Number of warrants redeemed | 326,429 | |||||||||||
Redemption price of warrants | € / shares | € 1.19 | |||||||||||
Payments for redemption of warrants | € | € 0.4 | |||||||||||
Series C Warrants 2020 [Member] | ||||||||||||
Number of warrants issued | 786,234 | |||||||||||
Warrants exercise price | € / shares | € 5.22 | |||||||||||
Warrants outstanding | 652,126 | |||||||||||
Loan facility with European Investment Bank | 2017 Series C Warrants | ||||||||||||
Number of warrants issued | 5,326,623 | |||||||||||
Maximum loan facility available | € | € 25 | |||||||||||
Amount of loan tranche | € | € 15 | € 10 | ||||||||||
Threshold period prior to the maturity of the capital loan for the warrant holder to exercise the put option | 30 days | |||||||||||
Maximum fair value of shares for which warrants exercisable | € | € 8 | |||||||||||
Series C Preferred Shares | Loan facility with European Investment Bank | 2017 Series C Warrants | ||||||||||||
Number of shares issued for each warrant | 1 | |||||||||||
Warrants exercise price | € / shares | € 0.01 | |||||||||||
Kreos Capital IV | ||||||||||||
Loan facility amount | € | € 4 | |||||||||||
Number of shares issuable on exercise of warrants | 190,559 | |||||||||||
Warrants exercise price | € / shares | € 2.288 | |||||||||||
Warrants outstanding | 190,559 | 190,559 | ||||||||||
Kreos Capital IV | Series B Preferred Shares | ||||||||||||
Number of warrants issued | 835,185 | |||||||||||
Number of shares issued for each warrant | 1 | |||||||||||
Warrants exercise price | € / shares | € 0.5220 | |||||||||||
Investment agreement with several investors | Series C Warrants 2020 [Member] | ||||||||||||
Number of warrants exercised | 2,365,078 | 587,769 | ||||||||||
Warrants outstanding | 493,065 | 2,858,143 | ||||||||||
Investment agreement with several investors | Series C Preferred Shares | Series C Warrants 2020 [Member] | ||||||||||||
Number of warrants issued | 3,445,912 | |||||||||||
Number of shares issued for each warrant | 1 | 1 | ||||||||||
Warrants exercise price | € / shares | € 1.1859 | |||||||||||
Number of shares issued (in shares) | 3,445,912 |
Warrants - Issued and Outstandi
Warrants - Issued and Outstanding (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Mar. 31, 2023 € / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | |
Number of warrants issued | 18,352,893 | ||
Warrants outstanding | 16,351,314 | 917,164 | |
Fair Value | $ | $ 3,919 | $ 1,749 | |
Kreos Rollover Warrant | |||
Number of warrants issued | 190,559 | ||
Purchase price per share | € / shares | € 2.28 | ||
Warrants outstanding | 190,559 | 190,559 | |
Fair Value | $ | $ 48 | $ 478 | |
2020 Series C Warrants | |||
Number of warrants issued | 786,234 | ||
Purchase price per share | € / shares | € 5.22 | ||
Warrants outstanding | 652,126 | ||
Fair Value | $ | $ 936 | ||
2017 Series C Warrants | |||
Number of warrants issued | 1,215,345 | ||
Purchase price per share | € / shares | € 0.04 | ||
Warrants outstanding | 74,479 | ||
Fair Value | $ | $ 335 | ||
Public Warrants | |||
Number of warrants issued | 8,850,458 | ||
Purchase price per share | $ / shares | $ 11.50 | ||
Warrants outstanding | 8,850,458 | ||
Fair Value | $ | $ 2,120 | ||
Private Warrants | |||
Number of warrants issued | 7,310,297 | ||
Purchase price per share | $ / shares | $ 11.50 | ||
Warrants outstanding | 7,310,297 | ||
Fair Value | $ | $ 1,751 |
Warrants - Public and Private W
Warrants - Public and Private Warrants (Details) | 6 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Public Warrants | ||
Warrants exercise price | $ 11.50 | |
Private Warrants | ||
Warrants exercise price | $ 11.50 | |
Angel Pond Partners LLC [Member] | Public Warrants | ||
Number of shares issuable on exercise of warrants | shares | 8,850,458 | |
Warrants exercise price | $ 11.50 | |
Number of fractional shares issued upon exercise of public warrants | shares | 0 | |
Angel Pond Partners LLC [Member] | Private Warrants | ||
Number of shares issuable on exercise of warrants | shares | 7,310,297 | |
Warrants exercise price | $ 11.50 | |
Term of warrants | 5 years | |
Number of days warrants not transferable | 30 | |
Angel Pond Partners LLC [Member] | Option One [Member] | Public Warrants | ||
Warrant redemption price per share | $ 0.01 | |
Minimum notice period of redemption to each warrant holder | 30 days | |
Number of trading days | $ | 20 | |
Notice of redemption to warrant holders | $ | 3 | |
Number of trading days ending three business days | $ | 30 | |
Angel Pond Partners LLC [Member] | Option Two [Member] | Public Warrants | ||
Warrant redemption price per share | $ 0.10 | |
Minimum notice period of redemption to each warrant holder | 30 days | |
Number of trading days | $ | 20 | |
Notice of redemption to warrant holders | $ | 3 | |
Number of trading days ending three business days | $ | 30 | |
Angel Pond Partners LLC [Member] | Minimum | Private Warrants | ||
Share Price | $ 10 | |
Angel Pond Partners LLC [Member] | Minimum | Option One [Member] | Public Warrants | ||
Share Price | 18 | |
Angel Pond Partners LLC [Member] | Minimum | Option Two [Member] | ||
Share Price | 10 | |
Angel Pond Partners LLC [Member] | Minimum | Option Two [Member] | Public Warrants | ||
Share Price | 10 | |
Angel Pond Partners LLC [Member] | Maximum | Option Two [Member] | Public Warrants | ||
Share Price | $ 18 |
Warrants - Fair Value of Warran
Warrants - Fair Value of Warrant Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Beginning balance | $ 6,235 | $ 1,749 | $ 5,307 | $ 5,303 |
Change in fair value | (2,297) | (1,731) | (162) | 120 |
Warrants assumed in the Business Combination | 7,111 | |||
Settlement of put option | (427) | |||
Contingent put option | 4,787 | |||
Exercised | (649) | (101) | ||
Foreign currency translation | (19) | 182 | (103) | (116) |
Ending balance | $ 3,919 | $ 6,235 | $ 9,728 | $ 5,307 |
Warrants - Fair Value Assumptio
Warrants - Fair Value Assumptions (Details) | Mar. 31, 2023 Y | Mar. 31, 2022 Y |
Expected volatility range | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4779 | |
Expected volatility range | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4697 | |
Expected volatility range | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4800 | |
Expected volatility range | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4699 | |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Risk-free interest rates range | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0380 | |
Risk-free interest rates range | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0052 | |
Risk-free interest rates range | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.33 | |
Risk-free interest rates range | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0054 | |
Expected term range | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 3.13 | |
Expected term range | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 3.22 | |
Expected term range | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 10.23 | |
Expected term range | Weighted average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 9.82 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Dec. 16, 2022 USD ($) $ / shares | Mar. 31, 2023 USD ($) $ / shares | Sep. 30, 2022 $ / shares | |
Stockholders' Equity (Deficit) | |||
Ordinary shares par value | $ / shares | $ 0.01 | $ 0.01 | |
APHC | |||
Stockholders' Equity (Deficit) | |||
Deferred offering costs | $ 14.6 | $ 14.6 | |
Adjustments to reduce deferred offering costs | $ 0.3 | ||
Exchange ratio | 0.22816 | ||
Ordinary shares par value | $ / shares | $ 0.01 | ||
APHC | PIPE Investment | |||
Stockholders' Equity (Deficit) | |||
Proceeds from the PIPE Investment | $ 10.5 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - PIPE Investment (Details) - PIPE Investment - APHC $ / shares in Units, $ in Millions | Jan. 31, 2022 USD ($) $ / shares shares |
Stockholders' Equity (Deficit) | |
Issuance of Ordinary Shares upon Business Combination including PIPE financing (in shares) | shares | 1,915,790 |
Price per share | $ / shares | $ 9.50 |
Proceeds from the PIPE Investment | $ | $ 18.2 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Issuance of the Company's Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Jan. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Stockholders' Equity (Deficit) | |||||
Number of Shares Registered | 41,883,053 | ||||
Convertible preferred shares issued | 0 | 41,883,053 | |||
Convertible preferred shares outstanding | 0 | 0 | 41,883,053 | ||
Carrying Value | $ 206,969 | ||||
Number of Ordinary Shares Equivalent Shares | 41,883,053 | ||||
Liquidation Preference | $ 213,142 | ||||
Proceeds from issuance of preferred shares | $ 95,477 | ||||
Series A preferred shares | |||||
Stockholders' Equity (Deficit) | |||||
Number of Shares Registered | 2,308,741 | ||||
Convertible preferred shares issued | 2,308,741 | ||||
Convertible preferred shares outstanding | 2,308,741 | ||||
Carrying Value | $ 6,668 | ||||
Number of Ordinary Shares Equivalent Shares | 2,308,741 | ||||
Liquidation Preference | $ 6,676 | ||||
Series A preferred shares | Minimum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 2.68 | ||||
Series A preferred shares | Maximum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 2.95 | ||||
Series B preferred shares | |||||
Stockholders' Equity (Deficit) | |||||
Number of Shares Registered | 13,815,180 | ||||
Convertible preferred shares issued | 13,815,180 | ||||
Convertible preferred shares outstanding | 13,815,180 | ||||
Carrying Value | $ 36,851 | ||||
Number of Ordinary Shares Equivalent Shares | 13,815,180 | ||||
Liquidation Preference | $ 37,622 | ||||
Series B preferred shares | Minimum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 2.45 | ||||
Series B preferred shares | Maximum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 3.10 | ||||
Series C preferred shares | |||||
Stockholders' Equity (Deficit) | |||||
Number of Shares Registered | 12,609,199 | ||||
Convertible preferred shares issued | 12,609,199 | ||||
Convertible preferred shares outstanding | 12,609,199 | ||||
Carrying Value | $ 63,597 | ||||
Number of Ordinary Shares Equivalent Shares | 12,609,199 | ||||
Liquidation Preference | $ 65,039 | ||||
Series C preferred shares | Minimum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 4.71 | ||||
Series C preferred shares | Maximum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 5.86 | ||||
Series D preferred shares | |||||
Stockholders' Equity (Deficit) | |||||
Number of Shares Registered | 13,149,933 | ||||
Convertible preferred shares issued | 13,149,933 | ||||
Convertible preferred shares outstanding | 13,149,933 | ||||
Carrying Value | $ 99,853 | ||||
Number of Ordinary Shares Equivalent Shares | 13,149,933 | ||||
Liquidation Preference | $ 103,805 | ||||
Proceeds from issuance of preferred shares | $ 103,800 | ||||
Series D preferred shares | Minimum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 7.82 | ||||
Series D preferred shares | Maximum | |||||
Stockholders' Equity (Deficit) | |||||
Price per share | $ 7.90 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Other Details (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 shares | Sep. 30, 2022 shares | Mar. 31, 2023 shares | Dec. 16, 2022 | |
Stockholders' Equity (Deficit) | ||||
Convertible preferred shares outstanding | 0 | 41,883,053 | 0 | |
APHC | ||||
Stockholders' Equity (Deficit) | ||||
Exchange ratio | 0.22816 | |||
APHC | Series C Warrants 2020 [Member] | ||||
Stockholders' Equity (Deficit) | ||||
Warrants exercised on preferred shares | 539,627 | |||
Preferred shares conversion ratio | 1 | |||
Exchange ratio | 0.22816 | |||
Sector 42 Technologies, Inc and CubeWerx Inc | ||||
Stockholders' Equity (Deficit) | ||||
Issuance of Ordinary Shares as consideration for CubeWerx and Sector 42 acquisition | 539,233 |
Stock-Based Compensation - Lega
Stock-Based Compensation - Legacy MariaDB Stock Options Plans (Details) - shares | 6 Months Ended | |||
Jul. 04, 2022 | Dec. 08, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||||
Number of shares granted | 123,280 | |||
2017 Plan and 2017 US Plan | ||||
Stock-Based Compensation | ||||
Number of shares granted | 65,098 | 114,082 | ||
2017 Plan and 2017 US Plan | Tranche one | ||||
Stock-Based Compensation | ||||
Vesting period | 4 years | |||
Vesting rights (as a percent) | 25% | |||
2017 Plan and 2017 US Plan | Maximum | ||||
Stock-Based Compensation | ||||
Award term | 10 years | |||
2022 US Plan | ||||
Stock-Based Compensation | ||||
Number of shares granted | 58,182 | |||
2022 US Plan | Tranche one | ||||
Stock-Based Compensation | ||||
Vesting rights (as a percent) | 25% | |||
2022 US Plan | Maximum | ||||
Stock-Based Compensation | ||||
Award term | 10 years |
Stock-Based Compensation - Mari
Stock-Based Compensation - MariaDB plc 2022 Equity Incentive Plan (Details) - 2022 Equity Incentive Plan | Oct. 18, 2022 shares |
Stock-Based Compensation | |
Shares reserved for issuance | 6,648,319 |
Exchange ratio of options | 0.22816 |
Percent of increase in common shares | 5% |
Maximum | |
Stock-Based Compensation | |
Number of shares authorized to be issued | 6,648,319 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Mar. 31, 2023 | |
Number of shares | |
Options outstanding, September 30, 2022 (in shares) | 9,757,282 |
Granted (in shares) | 123,280 |
Exercised (in shares) | (1,233,943) |
Forfeited (in shares) | (627,655) |
Options outstanding, March 31, 2023 (in shares) | 8,018,964 |
Options Exercisable, March 31, 2023 (in shares) | 5,489,117 |
Vested and expected to vest after March 31, 2023 (in shares) | 8,023,213 |
Weighted average exercise price | |
Options outstanding, September 30, 2022 (in dollars per share) | $ 1.15 |
Granted (in dollars per share) | 4.15 |
Exercised (in dollars per share) | 0.50 |
Forfeited (in dollars per share) | 1.58 |
Options outstanding, March 31, 2023 (in dollars per share) | 1.27 |
Options Exercisable, March 31, 2023 (in dollars per share) | 0.72 |
Vested and expected to vest after March 31, 2023 (in dollars per share) | $ 1.27 |
Weighted average remaining contractual life, options outstanding | 7 years 7 days |
Weighted average remaining contractual life, options exercisable | 6 years 2 months 19 days |
Weighted average remaining contractual life, options vested and expected to vest | 7 years 7 days |
Aggregated intrinsic value, options outstanding | $ 5,271 |
Aggregated intrinsic value, options exercisable | 4,444 |
Aggregated intrinsic value, options vested and expected to vest | $ 5,275 |
Previously Reported | |
Number of shares | |
Options outstanding, September 30, 2022 (in shares) | 42,764,264 |
Weighted average exercise price | |
Options outstanding, September 30, 2022 (in dollars per share) | $ 0.26 |
Recapitalization | |
Number of shares | |
Options outstanding, September 30, 2022 (in shares) | (33,006,982) |
Weighted average exercise price | |
Options outstanding, September 30, 2022 (in dollars per share) | $ 0.89 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grand Date Fair Value (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Stock-Based Compensation | |
Grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.05 |
Intrinsic value of options exercised | $ 6.2 |
Grant date fair value of stock options vested | 0.7 |
Unrecognized stock-based compensation expense | $ 1.6 |
Unrecognized stock-based compensation expense recognition period | 1 year 10 months 24 days |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 241 | $ 99 | $ 857 | $ 228 |
Cost of revenue | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 31 | 4 | 99 | 9 |
Research and development expenses | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 159 | 48 | 379 | 108 |
Sales and marketing expenses | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 38 | 15 | 142 | 35 |
General and administrative expenses | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 13 | $ 32 | $ 237 | $ 76 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Accrued Expenses | ||
Accrued payroll and payroll related liabilities | $ 3,811 | $ 2,904 |
Accrued bonuses | 787 | 1,208 |
Taxes payable | 685 | 897 |
Other accrued expenses | 1,636 | 3,893 |
Total accrued expenses | $ 6,919 | $ 8,902 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 2 Months Ended |
Feb. 28, 2023 USD ($) company | |
Commitments and Contingencies | |
Number of financial services companies seeking additional fees | company | 2 |
Amount of claims submitted by financial services companies for additional service fees | $ | $ 7.5 |
Long-term Debt (Details)
Long-term Debt (Details) $ in Thousands, € in Millions | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 |
Long-term Debt | ||||
Total | $ 16,326 | $ 14,744 | ||
Less: Current portion | (16,326) | (122) | ||
Long-term debt | 14,622 | |||
Term loan | ||||
Long-term Debt | ||||
Total | $ 16,326 | € 15 | 14,622 | |
Effective interest rate | 6% | 6% | 6% | |
Term loan | Minimum | ||||
Long-term Debt | ||||
Stated interest rate | 6% | 6% | ||
Term loan | Maximum | ||||
Long-term Debt | ||||
Stated interest rate | 9.50% | 9.50% | ||
R&D loan | ||||
Long-term Debt | ||||
Total | $ 122 |
Long-term Debt - Principal Paym
Long-term Debt - Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Long-term Debt | ||
2024 | $ 16,326 | |
Total | $ 16,326 | $ 14,744 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Related-Party Transactions | |||
Accounts payable to related party | $ 0 | $ 0 | |
Shareholders | |||
Related-Party Transactions | |||
Receivable from related party | 0.2 | $ 0 | |
Revenue from related party | 0.2 | $ 0.4 | |
MariaDB Foundation | |||
Related-Party Transactions | |||
Related party expense | $ 0.2 | $ 0.2 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss attributable to common shareholders | ||||||
Net loss | $ (11,850) | $ (12,696) | $ (14,527) | $ (11,880) | $ (24,546) | $ (26,407) |
Weighted-average shares outstanding used to compute net loss per share attributable to common shareholders | ||||||
Weighted-average shares outstanding - basic | 66,575,652 | 13,864,320 | 45,125,926 | 12,963,436 | ||
Weighted-average shares outstanding - diluted | 66,575,652 | 13,864,320 | 45,125,926 | 12,963,436 | ||
Net loss per share attributable to common shareholders | ||||||
Net loss per share attributable to common shares - basic | $ (0.18) | $ (1.05) | $ (0.54) | $ (2.04) | ||
Net loss per share attributable to common shares - diluted | $ (0.18) | $ (1.05) | $ (0.54) | $ (2.04) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Potentially dilutive securities excluded from computation of diluted net loss per share | ||||
Anti-dilutive securities | 24,370,278 | 52,380,765 | 24,370,278 | 52,380,765 |
Warrant | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | ||||
Anti-dilutive securities | 16,351,314 | 2,058,030 | 16,351,314 | 2,058,030 |
Stock options | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | ||||
Anti-dilutive securities | 8,018,964 | 8,439,682 | 8,018,964 | 8,439,682 |
Convertible Preferred Shares | ||||
Potentially dilutive securities excluded from computation of diluted net loss per share | ||||
Anti-dilutive securities | 41,883,053 | 41,883,053 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | $ (7,685) | $ (195,346) | $ (161,259) | $ (151,057) |
Net current period other comprehensive income (loss) | (1,220) | (290) | (372) | 604 |
Balance at the end of period | (19,963) | (7,685) | (176,001) | (161,259) |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | (9,595) | (11,482) | (6,873) | (7,477) |
Other comprehensive income (loss) before reclassifications | (1,220) | 1,887 | (372) | 604 |
Net current period other comprehensive income (loss) | (1,220) | 1,887 | (372) | 604 |
Balance at the end of period | (10,815) | (9,595) | (7,245) | (6,873) |
Net Unrealized Gain on Securities | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | 2,177 | |||
Amounts reclassified from accumulated other comprehensive net income (loss) | (2,177) | |||
Net current period other comprehensive income (loss) | (2,177) | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Balance at the beginning of period | (9,595) | (9,305) | (6,873) | (7,477) |
Other comprehensive income (loss) before reclassifications | (1,220) | 1,887 | (372) | 604 |
Amounts reclassified from accumulated other comprehensive net income (loss) | (2,177) | |||
Net current period other comprehensive income (loss) | (1,220) | (290) | (372) | 604 |
Balance at the end of period | $ (10,815) | $ (9,595) | $ (7,245) | $ (6,873) |