SecProbe.io

CORRESP
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      601 Lexington Avenue

        New York, NY 10022

        United States

              +1 212 446 4800

                Facsimile:

                +1 212 446 4900

              www.kirkland.com

      July 3, 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/A / 13E-3/A filed June 24, 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 28, 2024 with respect to the above-referenced Schedule TO-T/A / 13E-3/A, filed on June 24, 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. 5 to the Schedule TO (the “Amended Schedule TO”) 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 and Restated Offer document
      attached as exhibit (a)(1)(A) the Schedule TO (the “Offer Document”). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Schedule TO or the
      Offer Document, as applicable.

    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

      July 3, 2024

      Page 2

    Schedule TO-T/A and 13E-3/A filed June 24, 2024; Offer Document

    Frequently Asked Questions, page 11

              1.

              Staff’s comment: We note your response to prior comment 10. In an appropriate section of your Offer Document, please disclose your plans for
                MariaDB if you do not acquire at least 80% of the MariaDB Shares Affected as of the Expiration Time.

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

    Position of K1 Filing Parties Regarding Fairness of the Offer, page 28

              2.

              Staff’s comment: We note your revised disclosure in the antepenultimate bullet on page 29 that if the conditions identified therein are met, then
                “Bidco may conduct the Buy Out.” Please reconcile this disclosure with your disclosure throughout your Offer Document (such as on page 26) that “Bidco intends to effect the Buy Out” if those conditions are met.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on page 29 of the Offer Document accordingly.

              3.

              Staff’s comment: Please revise your disclosure to address the factors listed in Instruction 2 to Item 1014. Refer to Item 1014(b) of Regulation M-A.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on pages 28 through 30 of the Offer Document accordingly.

    Irrevocables, page 35

              4.

              Staff’s comment: We note your response to prior comment 22. Please revise your disclosure to clarify that those who submitted irrevocable
                undertakings to accept the Offer are not waiving claims arising out of provisions under the Exchange Act or any rule or regulation thereunder.

    Response: Bidco acknowledges the Staff’s comment and has revised the disclosure on page 37 of the Offer Document accordingly.

              5.

              Staff’s comment: Please expand your analysis of why you believe the actions described in your response to prior comment 23 did not constitute a
                tender offer.

    Response: Bidco acknowledges the Staff’s comment and respectfully advises the Staff that it believes the negotiation and execution of the
      irrevocable undertakings did not constitute a tender offer subject to Rule 13e-4, Section 14(e) and Regulation 14E (the “Tender Regulations”) because the irrevocable undertakings constituted
      privately negotiated agreements and were conducted consistent with SEC guidance for tender and support agreements in analogous situations.

     Securities and Exchange Commission

      Division of Corporation Finance

      Office of Mergers & Acquisitions

      July 3, 2024

      Page 2

    The Tender Regulations were promulgated pursuant to amendments to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      embodied in the Williams Act. Neither the Williams Act nor the Tender Regulations define the term “tender offer.” As a result, whether or not a particular transaction constitutes a tender offer must be determined in light of the specific facts and
      circumstances presented, and the policy objectives of the Williams Act.

    Because neither the Exchange Act nor the rules promulgated thereunder define the term “tender offer,” federal courts have supplied two standards to be relied upon to determine whether a transaction
      or series of transactions is a tender offer for purposes of federal securities laws.

              •

              The “Wellman Test” (see Wellman v. Dickinson, 475 F.Supp. 783 (S.D.N.Y. 1979), cited with approval in SEC Interpretation: Commission Guidance on Mini-Tender Offers and Limited Partnership Tender Offers,
                Release No. 34-43069 (July 31, 2000)).

              •

              The “Hanson Test” (see Hanson Trust plc v. SCM Corp., 774 F.2d 47 (2d Cir. 1985), cited id. at n. 3).

    Wellman Test

    The court in Wellman held that the Tender Regulations do not apply to privately negotiated transactions, noting that “Senator Williams concluded that requiring disclosure only after the privately
      negotiated . . . transaction has been consummated ‘avoids upsetting the free and open auction market where buyer and seller normally do not disclose the extent of their interest and avoids prematurely disclosing the terms of privately negotiated
      transactions.’” Id. at 818.

    The Wellman Test evaluates the following eight factors in determining whether a transaction may constitute a tender offer: (i) whether there is an active and widespread solicitation of public
      security holders; (ii) whether the solicitation is made for a substantial percentage of the issuer’s securities; (iii) whether the offer is made at a premium over the prevailing market price; (iv) whether the terms of the offer are firm rather than
      negotiable; (v) whether the offer is contingent upon the tender of a fixed minimum and perhaps subject to the ceiling of a fixed maximum number of securities to be purchased; (vi) whether the offer is open for only a limited period of time; (vii)
      whether the offerees are subjected to pressure to sell; and (viii) whether the public announcements of a purchasing program precede or accompany a rapid accumulation of large amounts of the target company’s securities.

    “These factors are simply broad guidelines. They are factors to be weighed not simply counted numerically.” (Thomas Lee Hazen, Treatise on the Law of Securities Regulation, §11.4, 5th Ed. 2005).

    Although K1 believes that Wellman made clear that private negotiations, such as the type that resulted in the irrevocable undertakings, do not constitute a tender offer, it notes that consideration
      of the eight factors above would also lead to the conclusion that the negotiation and execution of the irrevocable undertakings was not a tender offer.

      Securities and Exchange Commission

        Division of Corporation Finance

        Office of Mergers & Acquisitions

        July 3, 2024

        Page 3

    Specifically:

    The lack of active and widespread solicitation of public holders weighs against finding that K1 approaching certain shareholders for irrevocable undertakings
      involved a tender offer.

     While a total of 39 shareholder parties signed irrevocable undertakings, we respectfully submit that the
      confidential negotiation process described below with a limited number of highly-sophisticated, knowledgeable, long-term MariaDB investors did not involve an active and widespread solicitation of public security holders. The majority of the
      shareholders who signed irrevocable undertakings were reverse inquiries—shareholders that were introduced to K1 by either the Company or other shareholders—that wanted to show their unsolicited support for the Offer.

        Pre-Rule 2.7 Announcement

    Prior to K1’s Rule 2.7 Announcement on April 24, 2024 (the “Rule 2.7 Announcement”), eight shareholder groups were wall crossed (representing 22 individual shareholders) but only six shareholder groups (representing 20 individual
      shareholders) ultimately provided irrevocable undertakings, which accounted for approximately 52% of the ordinary shares of the Company per the Rule 2.7 Announcement. K1 reasonably believed each of these shareholders to be a sophisticated investor
      and an “accredited investor” as defined in Regulation D under the Securities Act.

     Of the six shareholder groups that signed irrevocable undertakings prior to the Rule 2.7 Announcement, three were approached by K1
      (representing seven individual shareholders) as part of its outreach process, which was done in consultation with the Irish Takeover Panel. The other three shareholder groups (representing 13 individual shareholders) were introduced to K1 by the
      Company, which included two shareholder groups with representatives on the Company’s board of directors.

    Of the two shareholder groups that were wall crossed but did not provide irrevocable undertakings, one shareholder
      group was approached by K1 and the other was introduced by individuals associated by Angelpond. Neither of these shareholders signed irrevocable undertakings prior to the Rule 2.7 Announcement, but the shareholder group that was approached by K1
      ultimately chose to do so following the Rule 2.7 Announcement (see below).In addition, individuals associated with Angelpond encouraged K1 to speak to an additional shareholder group (representing three individual shareholders), but this shareholder
      group was not ever wall crossed. This shareholder group did elect to sign an irrevocable undertaking following the Rule 2.7 Announcement (see below).

    Post-Rule 2.7 Announcement

    Following the Rule 2.7 Announcement, K1 was bound to make a formal offer consistent with the terms and conditions of the Rule 2.7
      Announcement, whether or not any additional irrevocable undertakings were provided. Following the Rule 2.7 Announcement, 13 of these shareholder groups (representing 17 individual shareholders) elected to sign irrevocable undertakings to show their
      support of the Offer.

        As noted above, following the Rule 2.7 Announcement, one shareholder who had been approached by K1 prior to the Rule 2.7 Announcement, and one shareholder group (representing three
          individual shareholders) introduced to K1 by individuals associated with Angelpond prior to the Rule 2.7 Announcement, elected to execute an irrevocable undertaking to show their support of the Offer.

        In addition, irrevocable undertakings were executed by:

            •

              four shareholders who were introduced to K1 by other shareholders who had signed irrevocable undertakings prior to the Rule 2.7 Announcement,

            •

              two shareholder groups (representing four individual shareholders) who were introduced to K1 by the Company, and

            •

              five shareholders who were contacted by other shareholders who had signed irrevocable undertakings prior to the Rule 2.7 Announcement (and with whom K1 did not have any direct contact).

      Post-Schedule TO

      Following the filing of the Schedule TO, a further two shareholders were contacted by shareholders who had signed an irrevocable following the Rule 2.7
        Announcement and elected to sign irrevocable undertakings to show their support of the Offer.

      The substantial percentage of ordinary shares subject to irrevocable undertakings were the result of the percentage of ordinary shares held by a small
        group of shareholders, not K1’s solicitation of a large number of shareholders, which weighs against finding that K1 approaching certain shareholders for irrevocable undertakings involved a tender offer.

      Prior to the Rule 2.7 Announcement, only six shareholder groups (including their affiliates and other related parties) provided irrevocable undertakings
        for approximately 52% of the ordinary shares of MariaDB. Following the Rule 2.7 Announcement, an additional 15 shareholder groups (representing of 19 individual shareholders) provided irrevocable undertakings, resulting in total irrevocable
        undertakings representing 68.7% of the ordinary shares of MariaDB. As a New York Stock Exchange listed company, MariaDB has hundreds of individual shareholders, of which those who provided irrevocable undertakings were a small subset despite the
        percentage of MariaDB Shares they represented.

    Although the consideration in the Offer is a premium to the trading price of the ordinary shares, it is not an unreasonable premium nor the highest potential
      premium.

      Securities and Exchange Commission

        Division of Corporation Finance

        Office of Mergers & Acquisitions

        July 3, 2024

        Page 4

    Although the Offer was at a premium to the trading price of MariaDB shares, as stated in the Schedule TO, we note that: (i) there is a premium in substantially all transactions involving U.S. public
      companies and, in particular, for transactions for smaller U.S. public companies we do not believe the premium is so excessive as to effectively be coercive; and (ii) on March 26, 2024, prior to any irrevocable undertaking being executed, Progress
      Software Corp. put out their own Rule 2.4 announcement with respect to a potential offer for MariaDB for $0.60 per MariaDB Shares (higher that K1’s offer of $0.55 per MariaDB Share).

    The nature of the negotiations between the parties weighs against finding that K1 approaching certain shareholders for irrevocable undertakings involved a
      tender offer.

    Between K1’s release of its Rule 2.4 Announcement on February 16, 2024 (the “Rule 2.4 Announcement”) and the final Rule 2.7 Announcement on
      April 24, 2024, K1 engaged in substantive conversations with a select group of shareholders about the proposed offer.

    Following K1’s Rule 2.4 Announcement, the Company suggested that K1 engage with certain of its shareholders including Runa, Open Ocean and Smartfin. The Company also connected K1 with Gordon Caplan
      as representative of this combined group of shareholders. In addition, K1 was approached by Theodore T. Wang on behalf of himself and as a representative of various affiliates of Angel Pond Partners LLC (“Angel Pond,” the sponsor of Angel Pond Holdings Corporation, the special purpose acquisition company