| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Braze, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
10576N102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons MCG7 Capital Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization BRITISH COLUMBIA, CANADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,634,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Row 6: MCG7 Capital Inc. ("MCG7") shares voting power with its indirect wholly-owned subsidiaries, Binder Clip Holdings LLC ("Binder") and Appboy BH LLC ("Appboy").
Row 8: MCG7 shares dispositive power with its indirect wholly-owned subsidiaries, Binder and Appboy.
Row 11: This calculation is based on Braze, Inc. (the "Issuer") having 87,822,227 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") outstanding as of December 31, 2024, as reported to MCG7 by the Issuer on January 15, 2025.
Binder, the indirect wholly-owned subsidiary of MCG7, directly held 8,278,960 shares of Class A Common Stock as of December 31, 2024. Appboy, the direct wholly-owned subsidiary of Binder, directly held 355,448 shares of Class A Common Stock as of December 31, 2024.
The 8,278,960 shares of Class A Common Stock directly held by Binder as of December 31, 2024 and the 355,448 shares of Class A Common Stock directly held by Appboy as of December 31, 2024 together represented 9.83% of the issued and outstanding Class A Common Stock as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons Binder Clip Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,634,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Row 6: MCG7 Capital Inc. ("MCG7") shares voting power with its indirect wholly-owned subsidiaries, Binder Clip Holdings LLC ("Binder") and Appboy BH LLC ("Appboy").
Row 8: MCG7 shares dispositive power with its indirect wholly-owned subsidiaries, Binder and Appboy.
Row 11: This calculation is based on Braze, Inc. (the "Issuer") having 87,822,227 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") outstanding as of December 31, 2024, as reported to Binder by the Issuer on January 15, 2025.
Binder, the indirect wholly-owned subsidiary of MCG7, directly held 8,278,960 shares of Class A Common Stock as of December 31, 2024. Appboy, the direct wholly-owned subsidiary of Binder, directly held 355,448 shares of Class A Common Stock as of December 31, 2024.
The 8,278,960 shares of Class A Common Stock directly held by Binder as of December 31, 2024 and the 355,448 shares of Class A Common Stock directly held by Appboy as of December 31, 2024 together represented 9.83% of the issued and outstanding Class A Common Stock as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 10576N102 |
| 1 | Names of Reporting Persons Appboy BH LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 355,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Row 6: MCG7 Capital Inc. ("MCG7") shares voting power with its indirect wholly-owned subsidiaries, Binder Clip Holdings LLC ("Binder") and Appboy BH LLC ("Appboy"). Binder shares voting power with its direct wholly-owned subsidiary, Appboy.
Row 8: MCG7 shares dispositive power with its indirect wholly-owned subsidiaries, Binder and Appboy. Binder shares dispositive power with its direct wholly-owned subsidiary, Appboy.
Row 11: This calculation is based on Braze, Inc. (the "Issuer") having 87,822,227 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") outstanding as of December 31, 2024, as reported to Appboy by the Issuer on January 15, 2025.
Appboy, the direct wholly-owned subsidiary of Binder, directly held 355,448 shares of Class A Common Stock as of December 31, 2024.
The 355,448 shares of Class A Common Stock held by Appboy as of December 31, 2024 represented 0.40% of the issued and outstanding Class A Common Stock as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Braze, Inc. | |
| (b) | Address of issuer's principal executive
offices: 63 Madison Building, 28 East 28th Street, Floor 12, New York, NEW YORK 10016 | |
| Item 2. | ||
| (a) | Name of person filing: (i) MCG7 Capital Inc. ("MCG7")
(ii) Binder Clip Holdings LLC ("Binder")
(iii) Appboy BH LLC ("Appboy") | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of MCG7 is c/o Fasken, Suite 2900, 550 Burrard Street, Vancouver, British Columbia, V6C 0A3, Canada. The address of the principal business office of Binder is c/o Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. The address of the principal business office of Appboy is c/o Aprio, 7 Penn Plaza, Suite 210, New York, NY 10001. | |
| (c) | Citizenship: (i) MCG7: British Columbia, Canada
(ii) Binder: Delaware
(iii) Appboy: Delaware | |
| (d) | Title of class of securities: Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 10576N102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 8,634,408 | |
| (b) | Percent of class: 9.83 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 8,634,408 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 8,634,408 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Binder is the wholly-owned subsidiary of MCG7. Appboy is the wholly-owned subsidiary of Binder. The three Reporting Persons are filing jointly. See attached Exhibit, "AGREEMENT PURSUANT TO RULE 13d-1(k)(1)(iii) CONCERNING JOINT SCHEDULE 13G FILING." | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
EXHIBIT 99.1 - AGREEMENT PURSUANT TO RULE 13d-1(k)(1)(iii) CONCERNING JOINT SCHEDULE 13G FILING. |