Subsequent Events | Subsequent Events Promissory note amendment On January 10, 2024, MariaDB entered into the First Amendment of the RP Note. The First Amendment, among and between MariaDB, RP Ventures, and other note parties to the RP Note, extended (i) the maturity date of the RP Note from January 10, 2024 to January 31, 2024, providing time for the Company to continue to work with parties related to the noteholder on a recapitalization structure and (ii) the exclusivity period under the RP Note from January 10, 2024 to January 31, 2024, pursuant to which the Company is restricted from pursuing or accepting any offer with respect to any recapitalization, reorganization, merger, business combination, purchase, sale, loan, notes issuance, issuance of other indebtedness or other financing or similar transaction, or to any acquisition by any person or group, which would result in any person or group becoming the beneficial owner of 2% or more of any class of equity interests or voting power or consolidated net income, revenue or assets, of the Company, in each case other than with RP Ventures, Runa or Runa affiliates. The Company paid RP Ventures a nonrefundable funding fee of $75,000 relating to the First Amendment. Except for the foregoing, no material changes were made to the RP Note by the First Amendment. Forbearance Agreement On January 31, 2024, the RP Note matured. The Company did not pay the outstanding principal, interest, and other applicable fees or charges due and payable on the RP Note. In addition, the Company and the Guarantors under the RP Note failed to comply with certain other obligations under the RP Note. This nonpayment and compliance failure gave rise to events of default under the RP Note. The Company is currently in discussions with RP Ventures and Hale Capital Partners to replace the RP Note and raise capital through a convertible preferred equity financing. On February 5, 2024, to allow for further negotiations with respect to the “RPV Transaction, the Company and the Guarantors entered into the Forbearance Agreement. There are no assurances that the Company will reach an agreement with RP Ventures with respect to the RPV Transaction or that RP Ventures will not exercise remedies in the event that the Forbearance Agreement terminates or an additional event of default occurs under the RP Note. Under the terms of the Forbearance Agreement, interest on amounts due under the RP Note accrues at the default rate of 2% above the otherwise-applicable non-default interest rate of 10%. Pursuant to the Forbearance Agreement, RP Ventures has agreed not to exercise its rights and remedies in relation to the defaults under the RP Note identified in the Forbearance Agreement until February 21, 2024, subject to certain limitations and conditions. In addition, the Company has agreed to pay RP Ventures a forbearance fee of $100,000 and to reimburse all reasonable and documented fees and out-of-pocket expenses of RP Ventures and any of its directors, officers, employees or agents, including its counsel, consultant and any other advisors, in connection with the Forbearance Agreement, the RP Note, the Guarantee and Collateral Agreement and other related RP Note documents. Additional Actions Resulting In Events of Default Under the terms of the Forbearance Agreement, the Company has agreed that certain additional actions taken by or regarding the Company would constitute an immediate event of default under the Forbearance Agreement, the RP Note, the Guarantee and Collateral Agreement and other related RP Note documents, without any notice or grace or cure period. These actions include, among other things, (i) any misrepresentation by the Company or failure by the Company to comply with the terms of the Forbearance Agreement, the RP Note, the Guarantee and Collateral Agreement and other related RP Note documents, (ii) the exercise by a person other than RP Ventures of such person’s rights or remedies against the Company, or any obligor providing credit support for the Company’s obligations to such person, or against the Company or such obligor’s properties or assets, or (iii) any public announcement by (A) the Company regarding certain change of control events under the RP Note or a proposed change of control event under the RP Note (which include, among other things, the Company no longer owning 100% of each class of the outstanding equity interest of its direct and indirect subsidiaries) or (B) a third party regarding a proposed offer or other transaction with the Company that could result in a change of control. Upon the occurrence of an event of default, RP Ventures may declare the principal of and accrued interest on the RP Note to be immediately due and payable. Restricted Period Under the terms of the Forbearance Agreement, the Company is subject to certain restrictions for a period extending until the earlier of (i) the execution of a definitive agreement among the Company, the Guarantors, and RP Ventures relating to the RPV Transaction and (ii) 11:59 p.m. Pacific Time on February 21, 2024 (the “Restricted Period”). During the Restricted Period, the Company and its subsidiaries are unable to, directly or indirectly (in each case other than any transaction with RP Ventures): (i) (A) initiate, solicit, facilitate or encourage any inquiries or proposal from any persons that may constitute, or could be expected to lead to, any merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, scheme of arrangement, amalgamation, spin-off, share exchange, business combination, purchase, loan, notes issuance, issuance of indebtedness or other financing or similar transaction involving the Company or any of its subsidiaries; or to any acquisition by any person or group, or proposal or offer, which would result in any person or group becoming the beneficial owner of 2% or more of any class of equity interests or voting power, or consolidated net income, revenue or assets, of the Company and its subsidiaries (in each case other than any transaction with RP Ventures) (each, an “Alternative Transaction”) or (B) discuss, negotiate, respond to or participate in any discussion or negotiations with any persons with respect to, or that could be expected to lead to, an Alternative Transaction; (ii) provide any non-public information relating to the Company or any of its subsidiaries’ assets, business or records to any persons in connection with an Alternative Transaction, unless, and solely to the extent, required by Rule 20.3 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”); (iii) waive or amend any standstill provision that any persons has entered into with respect to an Alternative Transaction, or (iv) approve, authorize, enter into or make any public statement regarding any contract, agreement, arrangement or understanding (whether oral or written), term sheet, letter of intent or similar instrument with any persons requiring or which would be expected to require the Company to delay, abandon, terminate or fail to consummate the RPV Transaction unless, and solely to the extent, required by law or regulatory authorities and, subject to the Irish Takeover Rules, prior written notice of such requirement is provided to RP Ventures, with RP Ventures having the opportunity (to the extent permitted by law) to minimize such disclosure. In the event the Company or any of its subsidiaries receives an inquiry, proposal, offer, or indication of interest with respect to an Alternative Transaction during the Restricted Period (such offer, a “Competing Offer”) from a third party, the Company will (i) notify the third party that the Company is contractually prohibited from engaging in discussions with, or otherwise responding to, the third party in response thereto and (ii) promptly notify RP Ventures and provide the material terms and communications relating to such Competing Offer, among other things, to the extent permitted by the Irish Takeover Rules. To the extent permitted by the Irish Takeover Rules, the Company shall keep RP Ventures fully informed on a current basis of any modifications to such offer, indication of interest, proposal or inquiry and any information provided or received or communications made with respect thereto. In addition, if the Company receives a Competing Offer during the Restricted Period that is determined to be superior to the terms proposed in connection with the RPV Transaction, and the failure to take such action with respect thereto would reasonably be expected to be violate the responsibility of the board of directors of the Company (the “Board”) under the Irish Takeover Rules, the Forbearance Agreement requires the Company to provide a notice to RP Ventures of such superior Competing Offer and sets forth certain procedures that RP Ventures may pursue to modify the terms of any proposed RPV Transaction in response to such determination within ten days of receiving such notice. During such ten day period from the time of such notice, the Company and its subsidiaries and representatives are prohibited from making any public statement or express any public opinion relating to the superior Competing Offer. In the event the Company makes such an announcement, the making of such announcement will, at the election of RP Ventures, constitute a termination event under the Forbearance Agreement. During the Restricted Period, the Company is required to negotiate in good faith to execute and implement definitive legal documents to consummate the RPV Transaction. In consideration of entering into the Forbearance Agreement, the Company agrees to release RP Ventures, Runa Capital Fund II, L.P. and its affiliates, and each of their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, directors, agents and other representatives of and from any and all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever in connection with the Forbearance Agreement, the RP Note, the Guarantee and Collateral Agreement and other related RP Note documents. |