MariaDB‘s short-lived tenure as a public company is all but over, as the struggling database business is now fully under the auspices of K1 Investment Management. MariaDB also announced a new CEO in the form of former Micro Focus executive Rohit de Souza, who replaces Paul O’Brien after just 16 months in the hotseat in preparation for life as a private company.
The company quietly filed a Form 25 with the Securities and Exchange Commission (SEC) on August 26th, marking the day that California-based private equity firm K1 took full-ownership of MariaDB and its shares de-listed from the New York Stock Exchange (NYSE) as in interim measure. Then last Thursday, MariaDB filed a Form 15 with the SEC, formally triggering the company’s de-registration process from the NYSE, which takes a full 90 days to take effect — this means that MariaDB will officially cease to be a public company on December 6, though for all intents and purposes the company is effectively private now given that trading has ceased and it has limited reporting obligations.
The road to SPAC
MariaDB launched as a MySQL fork some 15 years ago, following concerns about MySQL’s independence after a series of big bucks’ acquisitions led Oracle to effectively own the open source relational database management system. The namesake corporate entity went on to raise around $230 million in funding through the years to sell premium features and services on top of the MariaDB open source project, and the company eventually went public via a special purpose acquisition company (SPAC) in late 2022.
The public listing was far from fruitful, with its open day peak valuation of $445 million — a figure already way below its private high valuation of $672 million — dropping drastically in the months that followed to below $12 million a the start of 2024. A string of subpar earning reports prompted the NYSE to warn MariaDB that it wasn’t in compliance with listing rules that stipulate a company’s average global market capitalization can’t fall below $50 million over a consecutive 30-day trading period.
K1 tabled a non-binding proposal for MariaDB back in February, offering $0.55 per share which was the equivalent of around $37 million. Despite a slightly higher tentative offer from enterprise software company Progress that never materialized, K1 forged ahead to secure the majority of MariaDB’s shares — this amounted to 88.7% of the issued shares by July 26. This was sufficiently high to kickstart a compulsory share acquisition notice, meaning that it was legally entitled to buy all outstanding ordinary shares from shareholders who hadn’t accepted the offer, at the same $0.55 price — this concluded on August 26.
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