Form SC 13G Braze, Inc. Filed by: Arena Holdings Management LLC

Form SC 13G Braze, Inc. Filed by: Arena Holdings Management LLC

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November 29, 2021 5:01 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)*

Braze, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

10576N102

(CUSIP Number)

November 19, 2021

(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)

*	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		SCHEDULE 13G		Page 2 of 9 Pages


CUSIP No. 10576N102		SCHEDULE 13G		Page 3 of 9 Pages


CUSIP No. 10576N102		SCHEDULE 13G		Page 4 of 9 Pages


CUSIP No. 10576N102		SCHEDULE 13G		Page 5 of 9 Pages

(1)

Includes 1,229,274 shares of Class A Common Stock underlying 1,229,274 shares of Class B Common Stock. The conversion of the shares of Class B Common Stock reported herein is subject to a 9.99% beneficial ownership blocker (the “Blocker”) and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Class A Common Stock that would be issuable upon the conversion of the shares of Class B Common Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Class A Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).


CUSIP No. 10576N102		SCHEDULE 13G		Page 6 of 9 Pages

(1)

Includes 1,229,274 shares of Class A Common Stock underlying 1,229,274 shares of Class B Common Stock. the conversion of the shares of Class B Common Stock reported herein is subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Class A Common Stock that would be issuable upon the conversion of the shares of Class B Common Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Class A Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).


CUSIP No. 10576N102		SCHEDULE 13G		Page 7 of 9 Pages


Item 1.		Issuer

	(a)	Name of Issuer:

		Braze, Inc. (the “Issuer”).

	(b)	Address of Issuer’s Principal Executive Offices:

		330 West 34^th Street, Floor 18 New York, NY 10001

Item 2.		Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		(i) AHM Investment Holdings LLC – Series T, a Delaware limited liability company (“AHM Series T”). (ii) AHM Investment Holdings LLC – Series M, a Delaware limited liability company (“AHM Series M”). (iii) Arena Holdings Group LP, a Delaware limited partnership (“Arena Holdings LP”). (iv) Arena Holdings Management LLC, a Delaware limited liability company (“Arena Holdings Management”). Arena Holdings Management is the Administrative Manager of each of AHM Series T, AHM Series M and Arena Holdings LP. (v) Feroz Dewan, a citizen of India. Mr. Dewan serves as Chief Executive Officer of Arena Holdings Management and as Managing Director of Arena Holdings LP. The address of the principal business office of each of the reporting persons is 119 Fifth Avenue, 8^th Floor, New York, NY 10003.

	(d)	Title of Class of Securities:

		Class A Common Stock, $0.0001 par value per share

	(e)	CUSIP Number: 10576N102

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with Rule 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;

	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. 10576N102		SCHEDULE 13G		Page 8 of 9 Pages


Item 4.		Ownership. The information required by Items 4(a)—(c) is set forth in Rows 5—11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

		The percent of class was calculated based on 8,800,000 shares of Class A Common Stock outstanding as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on November 18, 2021, which gives effect to the additional 800,000 shares of Class A Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option and the Blocker.

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 persons have 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.

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.


CUSIP No. 10576N102		SCHEDULE 13G		Page 9 of 9 Pages

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.

Date: November 29, 2021


AHM INVESTMENT HOLDINGS LLC – SERIES T
By: Arena Holdings Management LLC
Its: Administrative Manager

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Chief Executive Officer

AHM INVESTMENT HOLDINGS LLC – SERIES M
By: Arena Holdings Management LLC
Its: Administrative Manager

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Chief Executive Officer

ARENA HOLDINGS GROUP LP

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Managing Director

ARENA HOLDINGS MANAGEMENT LLC

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Chief Executive Officer

/s/ Feroz Dewan
FEROZ DEWAN

EXHIBIT 99.1

JOINT FILING AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Date: November 29, 2021


AHM INVESTMENT HOLDINGS LLC – SERIES T
By: Arena Holdings Management LLC
Its: Administrative Manager

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Chief Executive Officer

AHM INVESTMENT HOLDINGS LLC – SERIES M
By: Arena Holdings Management LLC
Its: Administrative Manager

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Chief Executive Officer

ARENA HOLDINGS GROUP LP

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Managing Director

ARENA HOLDINGS MANAGEMENT LLC

By:		/s/ Feroz Dewan
		Name: Feroz Dewan
		Title: Chief Executive Officer

/s/ Feroz Dewan
FEROZ DEWAN

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SEC Filings

13G

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NAMES OF REPORTING PERSONS

AHM Investment Holdings LLC – Series M

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware