July 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

To the addressees set forth above:

On behalf of MariaDB plc (the “Company,” “we” and “our”), enclosed is a copy of Amendment No.5 (“Amendment No.5”) to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”) that was filed today via EDGAR, submitted to the U.S. Securities and Exchange Commission (the “Commission”) on May 24, 2024, as amended on May 31, 2024, June 7, 2024, June 17, 2024 and June 24, 2024. The changes reflected in Amendment No. 5 include those made in response to the comments of the staff of the Division of Corporate Finance of the Commission (the “Staff”) set forth in the Staff’s letter dated June 28, 2024 (the “Comment Letter”).

Set forth below are the Company’s responses to the Staff’s comments. For your convenience, we have repeated each comment of the Staff in bold face type exactly as given in the Comment Letter and set forth below such comment is the Company’s response.  Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Response: We acknowledge the Staff’s comment and concede that the Company is subject to the requirements of Rule 13e-3 under the Exchange Act. We also respectfully submit that, with limited exception, the disclosure contained in the Company’s Statement is responsive to the disclosure requirements of Schedule 13E-3 and that filing of a Schedule 13E-3 by the Company would not provide additional material information to investors other than what has already been disclosed through the Statement and the exhibits filed thereto. The primary exception to the disclosure requirements of Schedule 13E-3 referenced above is that the Company does not state whether it believes the Offer is fair to the unaffiliated shareholders of the Company as required under Item 1014 of Regulation M-A under the Exchange Act.  As previously disclosed in the Statement, the Irish Takeover Rules provide that any director with a conflict of interest with respect to the Offer is to be excluded from participating in the formulation and communication of advice on the Offer to MariaDB Shareholders. Because of these limitations under Irish law and due to the conflicts of interest of each of the members of the Company’s board of directors, the Company is unable to state whether or not it believes the Offer is fair to unaffiliated shareholders. We have revised our disclosure on page 1 of Amendment No. 5 to include a statement that the Company has not made any determination as to whether the Offer is fair to unaffiliated shareholders. We have also revised the Statement to provide additional disclosure related to the qualifications of IBI Corporate Finance and its relationship to the Company on page 1 of Amendment No. 5. Therefore, in light of the fact that, other than the fairness disclosure required under Item 1014 of Regulation M-A under the Exchange Act which we are prohibited under Irish law from including in the Statement, all of the material information required by Schedule 13E-3 is already disclosed through the Statement, we do not believe it would be beneficial to the MariaDB Shareholders for the Company to file a separate Schedule 13E-3.

*          *          *

If you have any questions with respect to the foregoing responses or require further information, please contact Samantha Crispin of Baker Botts L.L.P. at (214) 953-6497.

---