Key Summary: On September 7, 2023, Runa Capital Fund opposed dilutive equity financing, suggested debt options. On September 14, they proposed buying outstanding shares at $0.56/share, offering a $5M bridge loan. On September 20, expressed concern about strategic direction, offered $30M borrowing, demanded answers. On September 24, committed $20M for senior secured notes. On September 28, considered extraordinary general meeting, proposed all-cash offer at $0.56/share. On October 10, issued $26.5M promissory note to RP Ventures LLC, withdrawing acquisition proposal. On March 19, 2024, Runa Entities opposed K1 Investment Management, LLC's proposal to acquire MariaDB plc at $0.55/share.Market Cap: $13 million| Mariadb Plc operates as a cloud database company in North and South America, Europe, the Middle East, Africa, and the Asia Pacific..
On September 7, 2023, Runa Capital Fund (4%) sent a letter to the board expressing opposition to highly dilutive equity financing by the company, citing concerns about substantial dilution to shareholders. They suggested alternative financing options, including debt financing.
On September 14, 2023, Runa Capital Fund proposed buying all outstanding Ordinary Shares not owned by them at $0.56 per share, a 24% premium. They expressed concerns about the company's performance, offered a $5 million bridge loan, and intend to fund the deal with 100% equity. Source
On September 20, 2023, Runa Capital Fund sent a follow-up letter to the company and its directors, expressing concern about the company's strategic direction, mismanagement, and a pending alternative financing option (APT). Runa offered to provide up to $30 million in borrowings, claiming better terms than any other offer, but the board chose an alternative, potentially dilutive, equity issue. Runa demanded answers about this decision and any conflicts of interest, threatening legal action if not satisfied by September 21, 2023. Runa also asked for a copy of an unfiled loan agreement with the European Investment Bank.
On September 24, 2023, Runa Capital Fund, in connection with their proposal to acquire 100% of the Company's issued share capital at $0.56 per share, provided a Commitment Letter. In this letter, Runa Capital Fund II, L.P. committed to provide up to $20.0 million to the Company for senior secured notes.
On September 28, 2023, Runa Capital Fund expressed concerns over management and is considering an extraordinary general meeting to address these issues. They've proposed an all-cash offer to buy MariaDB shares at US$0.56 each. Source
On October 10, 2023, the Company issued a $26.5 million senior secured promissory note to RP Ventures LLC, managed by Michael Fanfant, one of the shareholders in Runa Capital II. In connection with the execution of the Note, Runa Capital II made a statement withdrawing the proposal to acquire the Company. Pursuant to the terms of the Note, Yakov “Jack” Zubarev and Michael Fanfant were appointed to the Board as Class II and I directors, with terms ending at the 2026 and 2024 AGM, respectively. Jack Zubarev is the brother of Ilya Zubarev, a shareholder in Runa Capital II. Source
On March 19, 2024, the Runa Entities, Smartfin Entities, and Open Ocean Entities (collectively 22.9%) opposed K1 Investment Management, LLC's non-binding proposal to acquire MariaDB plc at $0.55 per share. They formed a group to express their opposition, stating it's not in the company's or shareholders' best interests. Source
On March 27, 2024, the Runa Entities, the Smartfin Entities, and the Open Ocean Entities reiterated their opposition to non-binding proposals made by K1 Investment Management, LLC and Progress Software Corp. to acquire the company. Additionally, they highlighted Progress's past conflicts with the company's founders and viewed their proposal as disruptive to the business and mission of the company. Source
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