Debt | Debt The components of debt are as follows: March 31, 2024 September 30, 2023 (in thousands) RP note $ 25,583 $ — Term loan — 15,855 Total 25,583 15,855 Less: Current portion (25,583) (15,855) Long-term debt $ — $ — Loan facility agreement with RP Ventures LLC (Purchased by Meridian Topco LLC) On October 10, 2023, the Company issued a senior secured promissory note, dated as of October 10, 2023 and amended on January 10, 2024, to RP Ventures in the principal amount of $26.5 million. RP Ventures acted as the initial Agent as defined in the RP Note (in such capacity, the “Agent”). On April 24, 2024, Meridian Topco LLC (“Meridian”), an affiliate of K1 Investment Management, LLC, a Delaware limited liability company (“K1”), purchased from RP Ventures, at a premium, all right, title and interest in, to and under the RP Note (the “RP Note Acquisition”). Further, Meridian Topco LLC became the Successor Agent (as defined in the note). The proceeds of the RP Note were used by the Company to repay all amounts outstanding under the term loan (the "Term Loan") from European Investment Bank ("EIB"), to pay RP Ventures a nonrefundable funding fee of $132,500, to pay or reimburse RP Ventures and Runa Capital Fund II, L.P. (“Runa”) for its out-of-pocket expenses related to the RP Note transaction, and to pay for working capital purposes as approved by the Company’s board of directors. Interest on the RP Note accrued on the principal amount at the rate of ten percent (10%) per annum and was payable commencing on January 1, 2024 and quarterly thereafter in arrears on the first business day of each calendar quarter and on the maturity date, whichever was earlier. While the RP Note remains outstanding, the note restricts the Company 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 the note holder. The RP Note contains certain customary representations and warranties and covenants of the Company. In addition, the Company has agreed to, among other things, provide to the note holder certain financial information, maintain minimum aggregate liquidity in an amount to be agreed upon after the Closing Date by the Board and the Agent or Successor Agent, and make disbursements and collect receivables based on budget amounts. The RP Note limits the ability of the Company to, among other things, (i) incur indebtedness, (ii) create certain liens, (iii) declare or distribute dividends or make certain other restricted payments, (iv) be party to a merger, consolidation, division or other fundamental change, (v) transfer, sell or lease Company assets, (vi) make certain modifications to the Company’s organizational documents or indebtedness, (vii) engage in certain transactions with affiliates, (viii) change the Company’s business, accounting or reporting practices, name or jurisdiction or organization, (ix) establish new bank accounts, and (x) establish or acquire any subsidiary. In addition, without the Agent or Successor Agent’s prior consent, the Company will be restricted in, among other things, taking part in transactions outside of the ordinary course of its existing business, making certain payments, or issuing equity interests. The RP Note provides for customary events of default, including for, among other things, payment defaults, breach of representations and certain covenants, cross defaults, insolvency, dissolution and bankruptcy, certain judgments against the Company, and material adverse changes. In the case of an event of default, the note holder may demand immediate repayment by the Company of all or part of the amounts outstanding, if any, under the RP Note. In connection with issuance of the RP Note, the Company and MariaDB USA. Inc. and certain other of the Company’s subsidiaries (the “Guarantors”) entered into a Guarantee and Collateral Agreement, pursuant to which the Company and each Guarantor pledged substantially all of their respective assets as collateral for the RP Note and each Guarantor guaranteed to the note holder the payment of all obligations arising from the RP Note. The RP Note was initially due on the earlier of (i) January 10, 2024, (ii) the occurrence of a "change of control" (as that term is defined in the RP Note), (iii) the occurrence of any breach of any of the documentation relating to the Company’s Term Loan or any demand for repayment of the Term Loan, and (iv) the date on which the RP Note is otherwise declared due and payable pursuant to its terms. On January 10, 2024, MariaDB entered into an amendment (the “First Amendment”) of the RP Note. The First Amendment, among and between the Company, 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 note holder on a recapitalization structure and (ii) the exclusivity period under the RP Note from January 10, 2024 to January 31, 2024. The Company paid RP Ventures a nonrefundable funding fee of $75,000 relating to the First Amendment. 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. On February 5, 2024, to allow for further negotiations with respect to a transaction to restructure all or any material part of the obligations under the RP Note and any amendment or extension of the RP Note (the “RPV Transaction”), the Company and the Guarantors entered into the Forbearance Agreement with RP Ventures. Pursuant to the Forbearance Agreement, RP Ventures 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 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. 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%. During the three and six month periods ended March 31, 2024, the Company paid RP Ventures approximately $2.0 million which included approximately $0.9 million related to principal and approximately $1.1 million of interest. During the three months ended March 31, 2024, the Company incurred cash interest expense of $0.8 million and non-cash interest expense (amortization of debt issuance cost) of $0.6 million on the RP Note. During the six months ended March 31, 2024, the Company incurred cash interest expense of $1.4 million and non-cash interest expense (amortization of debt issuance cost) of $3.1 million on the RP Note. The Company was not in compliance with the covenants of the RP Note as of March 31, 2024. Loan facility agreement with European Investment Bank The Term Loan was disbursed on October 11, 2019 and had a maturity date of October 11, 2023, at which time it was fully repaid. The Term Loan accrued 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 period the Term Loan was outstanding during the quarter ended December 31, 2023 and for the full quarter ended December 31, 2022 was 6.0%. As of September 30, 2023, the Company was in compliance with its debt covenants for the Term Loan. The schedule of required principal payments remaining on debt outstanding as of March 31, 2024 is as follows: Principal Payments ( in thousands ) 2024 $ 25,583 Total principal payments $ 25,583 |