Form SCHEDULE 13D/A BuzzFeed, Inc. Filed by: Edge One Capital Management LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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BuzzFeed (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Drew G.L. Chapman Chapman Partners PLLC, 45 Rockefeller Plaza, 20th Floor New York, NY, 10111 (212) 655-9533 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/26/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Edge One Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,006,891.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentage calculations set forth herein are based upon the aggregate of 78,983,041 shares of Class A Common Stock outstanding as of May 26, 2026, as reported in the Issuer's Annual Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 27, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Varun Gupta | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,006,891.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
All percentage calculations set forth herein are based upon the aggregate of 78,983,041 shares of Class A Common Stock outstanding as of May 26, 2026, as reported in the Issuer's Annual Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 27, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
BuzzFeed | |
| (c) | Address of Issuer's Principal Executive Offices:
Edge One Capital Management LLC, 4242 Six Forks Road, Ste. 1550, Raleigh,
NORTH CAROLINA
, 27609. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Schedule 13D") relates to the Class A common stock, par value $0.0001 per share (the "Common Stock"), of BuzzFeed, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 229 West 43rd Street, 10th Floor, New York, NY 10036.
The Schedule 13D filed by the Reporting Persons with the SEC on April 1, 2025, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. This Amendment No. 1 is the final amendment to the Schedule 13d and is an exit filing for the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information:
A transaction was disclosed by the Issuer in the Current Report on Form 8-K of BuzzFeed, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on May 11, 2026 (the "Signing 8-K"), on May 11, 2026, whereby the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Allen Family Digital, LLC (the "Investor"), an affiliate of Byron Allen's family office, pursuant to which the Company agreed to issue and sell to the Investor, 40,000,000 shares (the "Shares") of the Company's Common Stock, at a purchase price of $3.00 per share of Common Stock, for aggregate consideration of $120.0 million (the "Transaction"), in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The closing of the Transaction occurred on May 26, 2026 (the "Closing").
The Reporting Persons (as defined below) each beneficially owns as of May 26, 2026 an aggregate of 2,006,891 shares of the Common Stock (the "Subject Shares"). Due to the above-referenced Transaction, the Reporting Persons (as defined below) percentage interest in the Issuer was diluted to below 5%, with the Reporting Persons holding as a result thereof 2.54% of the Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | A. Edge One
Edge One beneficially owns 2,006,891 Shares.
Percentage: Approximately 2.54%
B. Gupta
Gupta beneficially owns 2,006,891 Shares.
Percentage: Approximately 2.54% | |
| (b) | A. Edge One
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,006,891
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,006,891
B. Gupta
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,006,891
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,006,891 | |
| (c) | No transactions in the Shares were effected by the Reporting Persons for the benefit of the Edge One Funds during the past sixty days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons as of May 28, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons as of May 28, 2026. |
ATTACHMENTS / EXHIBITS