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    SEC Form SC 13G/A filed by Braze Inc. (Amendment)

    2/14/24 4:19:29 PM ET
    $BRZE
    Computer Software: Prepackaged Software
    Technology
    Get the next $BRZE alert in real time by email
    SC 13G/A 1 tm245429d29_sc13ga.htm SC 13G/A

     

     

     

    UNITED STATES

    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)

     

    December 31, 2023

    (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)

      x Rule 13d-1(d)

     

    *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Ventures XI-A, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    4,603,457 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    4,603,457 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,603,457 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    4.6% of common stock (6.4% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by Battery Ventures XI-A, L.P. (“BV11-A”), Battery Ventures XI-B, L.P. (“BV11-B”), Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”), Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”), Battery Investment Partners XI, LLC (“BIP11”), Battery Partners XI, LLC (“BP11”), Battery Partners XI Side Fund, LLC (“BP11SF”), Battery Ventures Select Fund I, L.P. (“BV Select I”), Battery Partners Select Fund I, L.P. (“BP Select I”), Battery Investment Partners Select Fund I, L.P. (“BIP Select I”), Battery Partners Select Fund I GP, LLC (“BP Select I GP”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russell Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). Agrawal, Brown, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin are collectively referred to as the “BV Managing Members” and together with Elhafed, the “BP Select Managing Members” and together with the foregoing entities, the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A. BP11 is the general partner of BV11-A and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    2

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Ventures XI-B, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    1,216,333 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    1,216,333 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    1,216,333 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    1.2% of common stock (1.8% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B. BP11 is the general partner of BV11-B and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 878,705 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    3

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Ventures XI-A Side Fund, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    4,782,711 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    4,782,711 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    4,782,711 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    4.8% of common stock (6.6% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF. BP11SF is the general partner of BV11-A SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    4

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Ventures XI-B Side Fund, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    1,037,079 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    1,037,079 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    1,037,079 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    1.0% of common stock (1.5% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF. BP11SF is the general partner of BV11-B SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 749,206 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    5

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Investment Partners XI, LLC

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    213,360 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    213,360 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    213,360 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    0.2% of common stock (0.3% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    OO

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11. BP11 is the managing member of BIP11 and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 154,137 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    6

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Partners XI, LLC

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    6,033,150 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    6,033,150 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    6,033,150 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    6.0% of common stock (8.3% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    OO

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; and (iii) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11 and the BV Managing Members are the managing members of BP11. Each of BP11 and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 4,358,479 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    7

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Partners XI Side Fund, LLC

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    5,819,790 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    5,819,790 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    5,819,790 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    5.8% of common stock (8.0% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    OO

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of (i) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF and (ii) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF. BP11SF is the general partner of each BV11-A SF and BV11-B SF and the BV Managing Members are the managing members of BP11SF. Each of BP11SF and the BV Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 4,204,342 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    8

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Ventures Select Fund I, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    2,537,467 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    2,537,467 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    2,537,467 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    2.5% of common stock (3.6% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    9

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Partners Select Fund I, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    2,537,467 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    2,537,467 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    2,537,467 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    2.5% of common stock (3.6% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    10

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Investment Partners Select Fund I, L.P.

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    250,958 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    250,958 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    250,958 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    0.3% of common stock (0.4% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    PN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP Select I GP is the general partner of BIP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 221,708 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    11

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Battery Partners Select Fund I GP, LLC

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    Delaware

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0 shares

    6.

    Shared Voting Power

     

    2,788,425 (2)

    7.

    Sole Dispositive Power

     

    0 shares

    8.

    Shared Dispositive Power

     

    2,788,425 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    2,788,425 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    2.8% of common stock (4.0% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    OO

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Consists of (i) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I and (ii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,363,425 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    12

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Neeraj Agrawal

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    86,098

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    86,098

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,727,463 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.8% of common stock (18.8% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    13

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Michael Brown

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    34,711

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    34,711

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,676,076 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.7% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    14

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Morad Elhafed

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    21,386

    6.

    Shared Voting Power

     

    2,788,425 (2)

    7.

    Sole Dispositive Power

     

    21,386

    8.

    Shared Dispositive Power

     

    2,788,425 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    2,809,811 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    2.8% of common stock (4.0% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (ii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 1,363,425 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    15

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Jesse Feldman

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    65,806

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    65,806

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,707,171 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.7% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    16

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Russell Fleischer

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    19,813

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    19,813

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,661,178 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.7% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    17

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Roger H. Lee

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    80,357

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    80,357

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,721,722 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.8% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    18

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Chelsea R. Stoner

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    17,637

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    17,637

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,659,002 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.7% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    19

     

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Dharmesh Thakker

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    0

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    0

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,641,365 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.6% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    20

     

     

    CUSIP No.   10576N102
    1.

    Names of Reporting Persons

     

    Scott R. Tobin

    2.

    Check the Appropriate Box if a Member of a Group (See Instructions)

     

    (a) ¨ (b) x (1)

    3. SEC Use Only
    4.

    Citizenship or Place of Organization

     

    United States

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person With

    5.

    Sole Voting Power

     

    34,711

    6.

    Shared Voting Power

     

    14,641,365 (2)

    7.

    Sole Dispositive Power

     

    34,711

    8.

    Shared Dispositive Power

     

    14,641,365 (2)

    9.

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    14,676,076 (2)

    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
    11.

    Percent of Class Represented by Amount in Row (9)

     

    14.7% of common stock (18.7% of Class A common stock) (3) (4)

    12.

    Type of Reporting Person (See Instructions)

     

    IN

     

    (1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
    (2)Includes (i) 1,277,820 shares of Class A common stock and 3,325,637 shares of Class A common stock issuable upon conversion of 3,325,637 shares of Class B common stock held by BV11-A; (ii) 337,628 shares of Class A common stock and 878,705 shares of Class A common stock issuable upon conversion of 878,705 shares of Class B common stock held by BV11-B; (iii) 1,327,575 shares of Class A common stock and 3,455,136 shares of Class A common stock issuable upon conversion of 3,455,136 shares of Class B common stock held by BV11-A SF; (iv) 287,873 shares of Class A common stock and 749,206 shares of Class A common stock issuable upon conversion of 749,206 shares of Class B common stock held by BV11-B SF; (v) 59,223 shares of Class A common stock and 154,137 shares of Class A common stock issuable upon conversion of 154,137 shares of Class B common stock held by BIP11; (vi) 1,395,750 shares of Class A common stock and 1,141,717 shares of Class A common stock issuable upon conversion of 1,141,717 shares of Class B common stock held by BV Select I; and (vii) 29,250 shares of Class A common stock and 221,708 shares of Class A common stock issuable upon conversion of 221,708 shares of Class B common stock held by BIP Select I. BP11 is the general partner of each of BV11-A and BV11-B and the managing member of BIP11. BP11SF is the general partner of each BV11-A SF and BV11-B SF. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of each of BP11 and BP11SF, share voting and investment authority over the shares held by each of BV11-A, BV11-B, BIP11, BV11-A SF, and BV11-B SF. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I.
    (3)Calculation of the percentage of common stock beneficially owned is based on a total of 99,842,434 shares of Common Stock (68,582,697 shares of Class A Common Stock and 31,259,737 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023.
    (4)Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 68,582,697 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 7, 2023 and (ii) Class A common stock issuable upon conversion of 9,926,246 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person.

     

    21

     

     

     

     

    Item 1.
      (a)

    Name of Issuer

     

    Braze, Inc.

      (b)

    Address of Issuer’s Principal Executive Offices

     

    330 West 34th Street, Floor 18

    New York, NY 10001

     
    Item 2.
      (a)

    Name of Person Filing

     

    Battery Ventures XI-A, L.P. (“BV11-A”)

    Battery Ventures XI-B, L.P. (“BV11-B”)

    Battery Ventures XI-A Side Fund, L.P. (“BV11-A SF”)

    Battery Ventures XI-B Side Fund, L.P. (“BV11-B SF”)

    Battery Investment Partners XI, LLC (“BIP11”)

    Battery Partners XI, LLC (“BP11”)

    Battery Partners XI Side Fund, LLC (“BP11SF”)

    Battery Ventures Select Fund I, L.P. (“BV Select I”)

    Battery Partners Select Fund I, L.P. (“BP Select I”)

    Battery Investment Partners Select Fund I, L.P. (“BIP Select I”)

    Battery Partners Select Fund I GP, LLC (“BP Select I GP”)

    Neeraj Agrawal (“Agrawal”)

    Michael Brown (“Brown”)

    Morad Elhafed (“Elhafed”)

    Jesse Feldman (“Feldman”)

    Russell Fleischer (“Fleischer”)

    Roger H. Lee (“Lee”)

    Chelsea Stoner (“Stoner”)

    Dharmesh Thakker (“Thakker”)

    Scott R. Tobin (“Tobin”)

      (b)

    Address of Principal Business Office or, if none, Residence

     

    Battery Ventures

    One Marina Park Drive

    Suite 1100

    Boston, MA 02210

      (c) Citizenship

     

      Entities: BV11-A - Delaware
        BV11-B - Delaware
        BV-11A SF - Delaware
        BV-11B SF - Delaware
        BIP11 - Delaware
        BP11 - Delaware
        BP11SF - Delaware
        BV Select I - Delaware
        BP Select I - Delaware
        BIP Select I - Delaware
        BP Select I GP - Delaware
             
      Individuals: Agrawal - United States
        Brown - United States
        Elhafed - United States
        Feldman - United States
        Fleischer - United States
        Lee - United States
        Stoner - United States
        Thakker - United States
        Tobin - United States

     

    22

     

     

      (d)

    Title of Class of Securities

     

    Class A Common Stock, $0.0001 par value (“Common Stock”)

      (e)

    CUSIP Number

     

    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:
      Not applicable
     
    Item 4. Ownership
    The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023:
     
      (a)

    Amount beneficially owned:

     

    See Row 9 of cover page for each Reporting Person

      (b)

    Percent of class:

     

    See Row 11 of cover page for each Reporting Person

      (c) Number of shares as to which the person has:
        (i)

    Sole power to vote or to direct the vote:

     

    See Row 5 of cover page for each Reporting Person.

        (ii)

    Shared power to vote or to direct the vote:

     

    See Row 6 of cover page for each Reporting Person.

        (iii)

    Sole power to dispose or to direct the disposition of:

     

    See Row 7 of cover page for each Reporting Person.

        (iv)

    Shared power to dispose or to direct the disposition of:

     

    See Row 8 of cover page for each Reporting Person.

     
    Item 5. Ownership of Five Percent or Less of a Class
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ☐
     
    Item 6. Ownership of More than Five Percent on Behalf of Another Person
      Not applicable

     

    23

     

     

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
      Not applicable
     
    Item 8. Identification and Classification of Members of the Group
      Not applicable
     
    Item 9. Notice of Dissolution of Group
      Not applicable
     
    Item 10. Certification
      Not applicable

     

    24

     

     

    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.

     

    Dated: February 14, 2024

     

    BATTERY VENTURES XI-A, L.P.   BATTERY VENTURES XI-A SIDE FUND, L.P.
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY VENTURES XI-B, L.P.   BATTERY VENTURES XI-B SIDE FUND, L.P.
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY INVESTMENT PARTNERS XI, LLC   BATTERY PARTNERS XI SIDE FUND, LLC
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY PARTNERS XI, LLC    
         
    By: /s/ Christopher Schiavo    
    Name: Christopher Schiavo    
    Title: Attorney-in-Fact    
         
    BATTERY VENTURES SELECT FUND I, L.P.   BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY PARTNERS SELECT FUND I, L.P.   BATTERY PARTNERS SELECT FUND I GP, LLC
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    NEERAJ AGRAWAL   ROGER H. LEE
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    MICHAEL BROWN   CHELSEA R. STONER
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    MORAD ELHAFED   DHARMESH THAKKER
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    JESSE FELDMAN   SCOTT R. TOBIN
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    RUSSELL FLEISCHER    
         
    By: /s/ Christopher Schiavo    
    Name: Christopher Schiavo    
    Title: Attorney-in-Fact    

     

      ATTENTION  
    Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

     

    25

     

     

    Exhibit(s):

     

    AJoint Filing Agreement

     

    26

     

     

    EXHIBIT A

     

    JOINT FILING AGREEMENT

     

    We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Braze, Inc. is filed on behalf of each of us.

     

    Dated: February 14, 2024

     

     

    BATTERY VENTURES XI-A, L.P.   BATTERY VENTURES XI-A SIDE FUND, L.P.
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY VENTURES XI-B, L.P.   BATTERY VENTURES XI-B SIDE FUND, L.P.
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY INVESTMENT PARTNERS XI, LLC   BATTERY PARTNERS XI SIDE FUND, LLC
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY PARTNERS XI, LLC    
         
    By: /s/ Christopher Schiavo    
    Name: Christopher Schiavo    
    Title: Attorney-in-Fact    
         
    BATTERY VENTURES SELECT FUND I, L.P.   BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    BATTERY PARTNERS SELECT FUND I, L.P.   BATTERY PARTNERS SELECT FUND I GP, LLC
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    NEERAJ AGRAWAL   ROGER H. LEE
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    MICHAEL BROWN   CHELSEA R. STONER
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    MORAD ELHAFED   DHARMESH THAKKER
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    JESSE FELDMAN   SCOTT R. TOBIN
         
    By: /s/ Christopher Schiavo   By: /s/ Christopher Schiavo
    Name: Christopher Schiavo   Name: Christopher Schiavo
    Title: Attorney-in-Fact   Title: Attorney-in-Fact
             
    RUSSELL FLEISCHER    
         
    By: /s/ Christopher Schiavo    
    Name: Christopher Schiavo    
    Title: Attorney-in-Fact    

     

    27

     

     

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      5/29/25 1:00:00 PM ET
      $BRZE
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    • Braze to Report First Quarter Fiscal 2026 Results

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      5/15/25 4:00:00 PM ET
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      Computer Software: Prepackaged Software
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    • Braze to Report First Quarter Fiscal 2026 Results

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      Computer Software: Prepackaged Software
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    • Braze Reports Fiscal Year and Fourth Quarter 2025 Results

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      $BRZE
      Computer Software: Prepackaged Software
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    • Workiva Welcomes SaaS Executive Astha Malik as New Board Director

      Workiva Inc. (NYSE:WK) the platform that powers transparency, accountability, and trust, today announced the appointment of Astha Malik, Chief Business Officer of Braze, Inc. (NASDAQ:BRZE), to its board of directors. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250529796486/en/Workiva Welcomes SaaS Executive Astha Malik as New Board Director Malik is a seasoned leader with over 25 years of experience driving growth, building category-defining brands, and scaling go-to-market operations for high-growth SaaS companies. At Braze, she leads diverse teams, encompassing corporate strategy, growth engineering, operations, marketing,

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    • Braze Announces Partnership with BET+ for Tech for an Equitable Future Grant Program as Applications Open for Newest Cohort

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      9/24/24 9:00:00 AM ET
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    • Braze Appoints Yvonne Wassenaar to Board of Directors

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      $BRZE
      Computer Software: Prepackaged Software
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      3/19/25 8:16:14 AM ET
      $BRZE
      Computer Software: Prepackaged Software
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      10/31/24 7:44:37 AM ET
      $BRZE
      Computer Software: Prepackaged Software
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      10/22/24 6:10:51 AM ET
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      Computer Software: Prepackaged Software
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      5/22/25 4:45:13 PM ET
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    • Chief Financial Officer Winkles Isabelle sold $418,791 worth of shares (11,672 units at $35.88), decreasing direct ownership by 4% to 278,281 units (SEC Form 4)

      4 - Braze, Inc. (0001676238) (Issuer)

      5/21/25 6:32:53 PM ET
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    • Chief Accounting Officer Malik Pankaj sold $122,171 worth of shares (3,405 units at $35.88), decreasing direct ownership by 5% to 69,274 units (SEC Form 4)

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    • Amendment: SEC Form SC 13G/A filed by Braze Inc.

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    • Amendment: SEC Form SC 13G/A filed by Braze Inc.

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    • SEC Form DEF 14A filed by Braze Inc.

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      Computer Software: Prepackaged Software
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      5/15/25 4:05:55 PM ET
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      Computer Software: Prepackaged Software
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      5/15/25 2:26:39 PM ET
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