--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-311179" form_type: "8-K" ticker: null cik: "0001929589" company_name: "MariaDB plc" filed_at: "2022-12-22T23:59:59+00:00" generated_at: "2026-06-21T00:22:32.374016+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # MariaDB completes SPAC merger with Angel Pond Holdings; 99% of public shares redeemed for $266.3M ## Summary - Former shell company MariaDB plc now public on NYSE after merging with APHC; 66.5M ordinary shares outstanding. - 99% of APHC Class A shares redeemed (~26.3M shares) at ~$10.13 each for aggregate $266.3M. - PIPE investors purchased 1.92M shares at $9.50/share, raising $18.2M concurrent with closing. - Legacy MariaDB shareholders received ~0.22816 ordinary shares per Legacy share; warrants adjusted accordingly. - Auditors note material uncertainty about going concern; company requires additional financing. ## SEC filing metadata - accession: 0001193125-22-311179 - form_type: 8-K - cik: 0001929589 - company_name: MariaDB plc - filed_at: 2022-12-22T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.02, 3.02, 9.01, 4.01, 3.03, 5.03, 5.01, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/d434176d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-311179 - JSON: https://secwatch.observer/filing/0001193125-22-311179.json - Plain text: https://secwatch.observer/filing/0001193125-22-311179.txt ## Key facts - Governance Changes MariaDB plc: Amended the Memorandum and Articles of Association effective in advance of the Irish Domestication Merger. - Change: charter amendment source text: A copy of the Amended MariaDB Memorandum and Articles of Association, which became effective in advance of the Irish Domestication Merger, is filed herewith as Exhibit 3.1 and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Governance Changes MariaDB plc: Adopted a new Code of Business Conduct and Ethics on December 18, 2022 (effective 2022-12-18). - Change: code of ethics - Effective: 2022-12-18 source text: on December 18, 2022, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Governance Changes MariaDB plc: Irish Holdco ceased being a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, Irish Holdco ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - M&A Transactions MariaDB plc underwent a change of control (closed 2022-12-16). - Action: change of control - Closing: 2022-12-16 source text: As a result of the completion of the Merger pursuant to the Business Combination Agreement, a change of control of the Company has occurred. evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Material Agreements MariaDB plc entered into Lock-Up Agreement with MariaDB, the Sponsor, APHC, certain executive officers and directors of Legacy MariaDB and APHC, and certain other equityholders of Legacy MariaDB and APHC. - Action: entry - Counterparty: MariaDB, the Sponsor, APHC, certain executive officers and directors of Legacy MariaDB and APHC, and certain other equityholders of Legacy MariaDB and APHC source text: In connection with the closing of the Merger, MariaDB, the Sponsor, APHC, certain executive officers and directors of Legacy MariaDB and APHC, and certain other equityholders of Legacy MariaDB and APHC, entered into a lock-up agreement (the “ Lock-Up Agreement ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Material Agreements MariaDB plc entered into Registration Rights Agreement with the Sponsor, its principals (Theodore Wang and Lionyet International Ltd.), certain directors and executive officers of Legacy MariaDB and APHC, and certain other equityholders of Legacy MariaDB and APHC. - Action: entry - Counterparty: the Sponsor, its principals (Theodore Wang and Lionyet International Ltd.), certain directors and executive officers of Legacy MariaDB and APHC, and certain other equityholders of Legacy MariaDB and APHC source text: In connection with the closing of the Merger, MariaDB entered into a Registration Rights Agreement with the Sponsor, its principals (Theodore Wang and Lionyet International Ltd.), certain directors and executive officers of Legacy MariaDB and APHC, and certain other equityholders of Legacy MariaDB and APHC (the “ Registration Rights Agreement ”), pursuant to which the signatories and their permitted assigns are entitled to, among other things, certain registration rights with respect to their MariaDB Ordinary Shares and other MariaDB securities. evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Material Agreements MariaDB plc entered into Warrant Assignment Agreement with APHC, MariaDB and Computershare (effective 2022-12-16). - Action: entry - Counterparty: APHC, MariaDB and Computershare - Effective: 2022-12-16 source text: In addition, APHC, MariaDB and Computershare entered into a Post-Amendment Assignment and Assumption Agreement, dated as of December 16, 2022 (“ Warrant Assignment Agreement ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Material Agreements MariaDB plc amended Warrant Amendment with APHC, Continental Stock Transfer & Trust Company, Computershare Inc. and Computershare Trust Company N.A. (effective 2022-12-16). - Action: amendment - Counterparty: APHC, Continental Stock Transfer & Trust Company, Computershare Inc. and Computershare Trust Company N.A. - Effective: 2022-12-16 source text: In connection with the closing of the Merger, APHC entered into that certain Warrant Amendment Agreement, dated December 16, 2022 (the “ Warrant Amendment ”), by and among APHC, Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as existing warrant agent (“ Continental ”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company N.A., a federally charted trust company (together with Computershare Inc., “ Computershare ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm - Material Agreements MariaDB plc amended Kreos Amended and Restated Warrant Agreement with Legacy MariaDB, MariaDB and Kreos Capital IV valued at 190,550 MariaDB Ordinary Shares at an exercise price of €2.29 per share (effective 2022-12-16). - Action: amendment - Counterparty: Legacy MariaDB, MariaDB and Kreos Capital IV - Value: 190,550 MariaDB Ordinary Shares at an exercise price of €2.29 per share - Effective: 2022-12-16 source text: pursuant to which Legacy MariaDB issued to Kreos certain warrants to purchase Series B Preferred Shares of Legacy MariaDB (the “ Original Kreos Warrant Agreement ”) and the Original Kreos Warrant Agreement was amended and restated in its entirety to, among other things, confer upon Kreos rights to subscribe for an aggregate 190,550 MariaDB Ordinary Shares at an exercise price of €2.29 per share (the “ Kreos Warrants ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1929589/000119312522311179/0001193125-22-311179-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.