UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28, 2024

MariaDB plc
(Exact name of registrant as specified in its charter)

Ireland
001-41571
 N/A
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

699 Veterans Blvd
Redwood City, CA 94063
(Address of principal executive offices, including zip code)

(855) 562-7423
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share
 
MRDB
 
New York Stock Exchange
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
 
MRDBW
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Restructuring Officer

As previously disclosed by the Company, on March 12, 2024, the Company and FTI Consulting, Inc. entered into an engagement letter (the “Engagement Letter”) to appoint Chris Creger to serve as the Company’s Chief Restructuring Officer (“CRO”). On May 28, 2024, Mr. Creger notified the Company of his intent to resign as CRO and terminate the Engagement Letter effective immediately. As such, the Engagement Letter terminated in accordance with its terms and Mr. Creger resigned as CRO of the Company on May 28, 2024. The Company does not intend to appoint a replacement CRO.

Amendment to Chief Executive Officer’s Employment Agreement

On May 30, 2024, MariaDB USA, Inc. and Paul O’ Brien, the Chief Executive Officer of MariaDB plc, entered into Amendment No.1 (the “Amendment”) to Mr. O’Brien’s Employment Agreement dated May 26, 2023 (the “Existing Employment Agreement”), which would otherwise have expired by its terms on May 26, 2024. Pursuant to the Amendment, which has an effective date of May 26, 2024, Mr. O’Brien’s employment will no longer be for a defined term and will instead continue on an at-will basis. No amendments have been made to any other material terms of Mr. O’Brien’s Existing Employment Agreement, including his base salary, target bonus or his severance benefits.

The foregoing description is qualified by reference to the terms of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.


Exhibit No.
 Description
 
Amendment No.1 to Employment Agreement by and between MariaDB USA, Inc. and Paul O’Brien, dated May 30, 2024.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
MariaDB plc
Dated: May 31, 2024
  
 
By:
/s/ Conor McCarthy
   
Name:
Conor McCarthy
   
Title:
Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (this “First Amendment”), dated as of May 30, 2024, to the employment agreement (the “Employment Agreement”), dated May 26, 2023, by and between MariaDB USA, INC. (the “Company”) and Paul O’ Brien (the “Executive”), an individual. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Employment Agreement.

WITNESSETH:

WHEREAS, the Executive has determined to rescind its notice of non-renewal of the Employment Agreement as of March 12, 2024, and hereby accepts continued employment with the Company, subject to the terms and conditions of the Employment Agreement, contingent upon the Company’s agreement to replace the existing Section 2 of the Employment Agreement with the alternative proposed by the parties in this First Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this First Amendment, the Company and Executive hereby agree as follows:

1. Amendment to the Employment Agreement. Section 2 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

“2. Term.  As used herein, the phrase the employment term (the “Employment Term”) refers to the entire period of employment of Executive by the Company hereunder, commencing on the Effective Date. The Executive’s employment with the Company shall be on an “at-will” basis, nothing in this Employment Agreement shall alter Executive’s at-will status with the Company, and either party may terminate the Employment Agreement subject to the terms and conditions set forth herein.”

2. Alternative Dispute Resolution; Governing Law; Consent to Jurisdiction. Sections 20 and 21 of the Employment Agreement are incorporated by reference herein, mutatis mutandis.

3. Entire Agreement; Counterparts. This First Amendment contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. Except as amended by this First Amendment, the Employment Agreement shall continue in full force and effect. Neither this First Amendment nor the Employment Agreement may be amended except by an instrument in writing signed on behalf of the Company and Executive. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

4. Effectiveness. This First Amendment shall become legally binding upon its execution by each of the parties and effective retroactive to May 26, 2024.

[Signatures follow on next page.]

IN WITNESS WHEREOF, the parties have executed this First Amendment to the Employment Agreement as of the date first above written.

MARIADB USA INC.
 

 
/s/ Conor McCarthy
 
Name: Conor McCarthy
 
Title: Chief Financial Officer
 

PAUL O’ BRIEN
 

 
/s/ Paul O’Brien
 
Name:  Paul O’Brien
 
Title: Individual
 

v3.24.1.1.u2
Document and Entity Information
May 28, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 28, 2024
Entity File Number 001-41571
Entity Registrant Name MariaDB plc
Entity Central Index Key 0001929589
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 94063
City Area Code 855
Local Phone Number 562-7423
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Ordinary Shares, nominal value $0.01 per share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Ordinary Shares, nominal value $0.01 per share
Trading Symbol MRDB
Security Exchange Name NYSE
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share [Member]  
Entity Listings [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
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