SecProbe.io

CORRESP
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            601 Lexington Avenue

            New York, NY 10022

            United States

            +1 212 446 4800

            www.kirkland.com

            Facsimile:

            +1 212 446 4900

    June 24, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Brian Soares and David Plattner

            Re:

            MariaDB plc

            Schedule TO-T/13E-3 filed May 24, 2024, as amended on May 31, 2024, June 7, 2024 and June 17, 2024

            Filed by Meridian BidCo LLC et al.

            File No. 005-93845

    Ladies and Gentlemen:

    This letter sets forth the responses of Meridian BidCo LLC (“Bidco”) to the comments of the staff of the Division of Corporation Finance
      (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated June 7, 2024 with respect to the above-referenced Schedule TO-T/13E-3, filed on May 24, 2024, as
      amended on May 31, 2024, June 7, 2024 and June 17, 2024 (the “Schedule TO”).

    The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your
      convenience, we have also set forth our response to each of the numbered comments immediately below each numbered comment.

    In addition, Bidco has revised the Schedule TO in response to the Staff’s comments, and Bidco is concurrently filing Amendment No. 4 to the Schedule TO, including the Amended and Restated Offer
      Document, dated June 24, 2024 (the “Offer Document”) with this letter, which reflects these revisions and certain other changes. Page numbers in the text of Bidco’s responses correspond to
      page numbers in the Amended Schedule TO. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Offer Document.

    Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D.C.

            Securities and Exchange Commission

              Division of Corporation Finance

            Office of Mergers & Acquisitions

              June 24, 2024

            Page 2

    Schedule TO-T/13E-3 filed May 24, 2024, as amended on May 31, 2024 and June 7, 2024; Offer Document

    General

          1.

            Staff’s comment: Please provide a detailed legal analysis as to how the Offer complies with Rule 14d-10, and, in particular, Rule 14d-10(c)(1). In that regard, compliance with
              14d-10(c)(1) appears to be illusory, given that it appears highly likely that at least some MariaDB shareholders are incapable of meeting the eligibility test required to accept the Unlisted Unit Alternative.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the Unlisted Unit Alternative from
      the Offer and has made corresponding edits to the Offer Document where applicable.

          2.

            Staff’s comment: We note references to Electing Shareholders receiving a “confidential offering memorandum” (the “Offering Memorandum”) only after they elect to receive the
              Unlisted Unit Alternative. Please advise as to how such Offering Memorandum does not constitute highly material information about the Offer that should be disclosed to all shareholders, and disclosed with at least 20 business days remaining
              in the Offer.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the Unlisted Unit Alternative from
      the Offer and has made corresponding edits to the Offer Document where applicable.

          3.

            Staff’s comment: We note your references throughout your filing of having received irrevocable undertakings to accept the Offer “representing in aggregate approximately 68.67% of
              the existing issued share capital of MariaDB.” We also note that the 80% threshold of the Acceptance Condition is calculated based on the number of MariaDB Shares Affected rather than on the existing issued share capital of MariaDB. Please
              tell us what percentage of the MariaDB Shares Affected the shares underlying the irrevocable undertakings represent, and revise your disclosure accordingly as appropriate.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that the references in the Offer Document to the
      percentage of MariaDB Shares in respect of which irrevocable undertakings have been obtained is based on the number of MariaDB Shares in issue, as of the latest practicable date prior to the publication of the Offer Document, being May 16, 2024.

    The threshold for the Acceptance Condition is calculated based on the number of MariaDB Shares Affected which is the issued share capital of MariaDB as at closing of the Offer. As the number of
      MariaDB Shares Affected cannot definitively be known until the closing of the Offer, it is not appropriate to base the irrevocable undertaking percentage off this figure in the disclosures in the Offer Document.

    The issued share capital as of June 13, 2024, being the latest practicable date prior to the publication of the Offer Document  was 69,038,054 and we do not expect it to increase materially between
      such date and closing of the Offer.

    If calculated in accordance with the Acceptance Condition calculation method, as of June 13, 2024 (and assuming that there are no further issuances of MariaDB Shares between such date and the closing
      of the Offer), the irrevocable undertakings represented approximately 68.66% of the number of MariaDB Shares Affected.

            Securities and Exchange Commission

              Division of Corporation Finance

            Office of Mergers & Acquisitions

              June 24, 2024

            Page 3

          4.

            Staff’s comment: We note the following disclosure on page 7: “If Bidco declares the Offer to be unconditional as to acceptances, it will deem all remaining Conditions to be
              satisfied, fulfilled or, to the extent permitted, waived at the Expiration Time. For the avoidance of doubt, Bidco is not required to declare the Offer unconditional as to acceptances until it is satisfied that all other Conditions will be
              satisfied or waived at the Expiration Time. Therefore, the Offer will be declared ‘wholly unconditional in all respects’ at the Expiration Time whether or not the Acceptance Condition remains satisfied at that time.” Please explain the
              distinction between Bidco “deeming” all remaining Conditions satisfied or waived, and Bidco declaring the Offer wholly unconditional. Please confirm that once Bidco “deems” all remaining Conditions satisfied or waived, it will be unable to
              reverse that position.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that Rule 31.2(b) of the Irish Takeover Rules provides
      that once the Offer has been declared unconditional as to acceptances, MariaDB Shareholders must be provided with at least an additional fourteen days to accept the Offer (the Post-Acceptance Unconditional Period), which fourteen-day period is
      expected to expire at the Expiration Time.

    Typically, under the Irish Takeover Rules, withdrawal rights are not exercisable after an offer is declared unconditional as to acceptances, but in these unique circumstances, the Irish Takeover
      Panel granted a derogation from Rule 34 to allow for continuing withdrawal rights until closing of the Offer to accommodate Rule 14d-7 under the US Exchange Act.  Therefore, withdrawal rights will continue for the Post-Acceptance Unconditional
      Period.

    In order to give certainty to MariaDB Shareholders that the Offer will close at the expiration of the Post-Acceptance Unconditional Period (notwithstanding that there are continuing withdrawal
      rights, which could mean that the Acceptance Condition is no longer met at the Expiration Time) Bidco, when announcing that the Offer is unconditional as to acceptances, will also declare that the remaining Conditions will be deemed to be satisfied,
      fulfilled or, to the extent permitted, waived at the Expiration Time (i.e., Bidco will be bound at that point in time to close the Offer following the Expiration Time).
      The Offer will not be wholly unconditional on the date of such announcement, but MariaDB Shareholders will have certainty that it will be wholly unconditional at the Expiration Time by virtue of the deeming of the remaining conditions satisfied.

    Once Bidco has announced that the Acceptance Condition has been satisfied and that the Offer will become wholly unconditional at the Expiration Time, it will not be able to reverse that position. The
      Offer will close at the Expiration Time. If there are late withdrawals that would result in Bidco no longer being in a position to satisfy the Acceptance Condition or being unable to carry out the subsequent Buy Out process, Bidco must nonetheless
      close the Offer.

            Securities and Exchange Commission

              Division of Corporation Finance

            Office of Mergers & Acquisitions

              June 24, 2024

            Page 4

          5.

            Staff’s comment: We note the following disclosure on page 7: “The Offer will lapse unless Bidco determines by 5:00 p.m. (New York City time) on 26 June 2024 (as such Acceptance
              Unconditional Time may be extended as described herein) that (i) the Acceptance Condition has been satisfied, fulfilled or, to the extent permitted, waived, or (ii) all other Conditions will be satisfied, fulfilled or, to the extent
              permitted, waived by the Expiration Time” (emphasis added). Please change the “or” to “and,” or advise.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on pages 7, 8 and 63 of the Offer Document accordingly.

    Expected Timetable, page 8

          6.

            Staff’s comment: We note the reference on page 9 to the exercise of the Rollover Withdrawal Right leading to an extension of the Offer so as to ensure that the Offer remains open
              “for a period of at least 10 Business Days (subject to obtaining the consent of the Irish Takeover Panel, if required).” Please advise under what circumstances consent of the Irish Takeover Panel is expected to be required. Please also
              confirm your understanding that, regardless of the Irish Takeover Panel’s giving or withholding of consent, the Offer must comply with all U.S. tender offer rules, including Rule 14e-1(b).

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the Unlisted Unit Alternative from
      the Offer and has made corresponding edits to the Offer Document where applicable. No consent from the Irish Takeover Panel was required in connection with the removal of the Unlisted Unit Alternative. Bidco confirms it understands the Offer must
      comply with all U.S. tender offer rules.

          7.

            Staff’s comment: At the bottom of page 9, please clarify the reference to “sufficient acceptances” and explain the difference between that reference and the reference to
              acceptances received by the Acceptance Cut-off Time.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that the reference to “sufficient acceptances” relates
      to the determination of whether the statutory threshold to implement the Buy Out has been met (please see further discussion in response to comment 10 below). The Buy Out is a separate and distinct process to the Offer which may subsequently be
      implemented by Bidco if on the closing of the Offer, the statutory threshold has been met. Bidco receiving “sufficient acceptances” to implement the Buy Out is not a Condition to the Offer, but if “sufficient acceptances” are received, the Buy Out
      may follow the closing of the Offer at Bidco’s election.

    The Acceptance Cut-off Time is a procedural requirement under the Irish Takeover Rules. It is the cut-off time earlier in the day (1:00 p.m. New York City time) used to test if the Acceptance
      Condition for the Offer has been met (the results of such test are then announced by 5:00 p.m. New York City time on the same day). If the Acceptance Condition is met based on acceptances received by the Acceptance Cut-off Time, and Bidco is
      satisfied that all other Conditions will be satisfied or waived at the Expiration Time, Bidco will declare the Offer unconditional as to acceptances and the Post-Acceptance Unconditional Period will begin.

            Securities and Exchange Commission

              Division of Corporation Finance

            Office of Mergers & Acquisitions

              June 24, 2024

            Page 5

    Frequently Asked Questions, page 11

          8.

            Staff’s comment: On page 12, please explain the parenthetical reference to “if applicable” that follows “receipt of the Offering Memorandum.”

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the Unlisted Unit Alternative from
      the Offer and has made corresponding edits to the Offer Document where applicable.

          9.

            Staff’s comment: On page 13, we note the following statement: “This percentage may be reduced at the discretion of Bidco, subject to certain limitations.” Please elaborate, by
              cross-reference or  otherwise, as to the meaning of “subject to certain limitations.”

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on page 12 of the Offer Document accordingly

          10.

            Staff’s comment: Refer to question and answer 28. Here and elsewhere throughout your filing as appropriate, please revise the disclosure to clarify the minimum percentage of
              shares that you will need to acquire to effectuate the Buy Out.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on pages 15, 16, 26 and 43 of the Offer Document
      accordingly.

          11.

            Staff’s comment: We note the reference on page 16 to Rule 14e-1(c), but do not understand how a conflict with such rule may arise. Please expand the disclosure to explain.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that it has removed the Unlisted Unit Alternative from
      the Offer and has made corresponding edits to the Offer Document where applicable.

    Background, page 20

          12.

            Staff’s comment: Please revise this section generally to name the individuals from K1 who interacted with representatives of MariaDB, its board, and its special committee instead
              of relying on  references to “a representative of K1” or similar phrases.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on pages 18-26 of the Offer Document accordingly.

          13.

            Staff’s comment: On page 20, please define “RPV Note,” or provide a cross-reference to its definition. Please consider doing the same with respect to other key capitalized terms
              in the filing.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on page 18 of the Offer Document and corresponding edits
      elsewhere where applicable accordingly.

            Securities and Exchange Commission

              Division of Corporation Finance

            Office of Mergers & Acquisitions