United States securities and exchange commission logo
February 10, 2023
Michael Howard
Chief Executive Officer
MariaDB plc
699 Veterans Blvd
Redwood City, CA 94063
Re: MariaDB plc
Registration
Statement on Form S-1
Filed January 17,
2023
File No. 333-269268
Dear Michael Howard:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Summary of the Prospectus, page 1
1. Please provide a brief
description of your lock-up agreements, clarify which selling
holders are subject to
your lock-up agreements, disclose when those lock-up agreements
may expire or be
waived, and describe how they will impact your offering given much of
the shares in this
offering would be restricted by the lock-up agreements.
General
2. Revise your prospectus
to disclose the price that each selling securityholder paid for the
ordinary and warrants
being registered for resale, including your prospectus cover page
and summary. Highlight
any differences in the current trading price, the prices that the
SPAC Sponsor, private
placement investors, forward purchase investors, PIPE investor or
Michael Howard
MariaDB plc
February 10, 2023
Page 2
other selling securityholders acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose
that while these private
investors may experience a positive rate of return based on the
current trading price, the
public securityholders may not experience a similar rate of return on
the securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will
earn based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
3. Disclose the exercise price(s) of the warrants compared to the market
price of the
underlying securities. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
4. We note the significant number of redemptions of the Angel Pond Class A
public shares
in connection with your business combination and that the shares being
registered for
resale will constitute a considerable percentage of your public float.
We also note that
much of the shares being registered for resale were purchased by the
selling
securityholders for prices considerably below the current market price
of the ordinary
shares or the public SPAC Angel Pond Class A ordinary shares. Highlight
the significant
negative impact sales of shares on this registration statement could
have on the public
trading price of your ordinary shares both here, your risk factors
section and your
MD&A. Further, to the extent your growth projections provided to the
SPAC investors
FirstName LastNameMichael Howard
for the vote for the business combination materially deviate from your
post-business
Comapany NameMariaDB
combination results, plc
your MD&A should describe any material trends
that caused this
deviation.
February 10, 2023 Page 2
FirstName LastName
Michael Howard
FirstName LastNameMichael Howard
MariaDB plc
Comapany10,
February NameMariaDB
2023 plc
February
Page 3 10, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo,
Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Jens Fischer, Esq.