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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

 FirstName LastNameMichael Howard
 Comapany NameMariaDB plc
 February 10, 2023 Page 2
 FirstName LastName
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
for the vote for the business combination materially deviate from your post-business
combination results, your MD&A should describe any material trends that caused this
deviation.

 FirstName LastNameMichael Howard
 Comapany NameMariaDB plc
 February 10, 2023 Page 3
 FirstName LastName
Michael Howard
MariaDB plc
February 10, 2023
Page 3
            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.