Filing Details
- Accession Number:
- 0001193125-23-167707
- Form Type:
- 13G Filing
- Publication Date:
- 2023-06-14 20:00:00
- Filed By:
- Arena Holdings Management Llc
- Company:
- Braze Inc.
- Filing Date:
- 2023-06-15
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| AHM Investment Holdings | 784,929 | 0 | 784,929 | 0 | 784,929 | 1.4% |
| AHM Investment Holdings | 444,345 | 0 | 444,345 | 0 | 444,345 | 0.8% |
| Arena Holdings Group | 500,000 | 0 | 500,000 | 0 | 500,000 | 0.9% |
| Arena Holdings Management | 1,729,274 | 0 | 1,729,274 | 0 | 1,729,274 | 3.0% |
| Feroz Dewan | 1,729,274 | 0 | 1,729,274 | 0 | 1,729,274 | 3.0% |
| CUSIP No. 10576N102 | SCHEDULE 13G | Page 1 of 9 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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, 2022
(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 persons 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 |
| 1. | NAMES OF REPORTING PERSONS
AHM Investment Holdings LLC Series M | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 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
784,929 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
784,929 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,929 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 10576N102 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS
AHM Investment Holdings LLC Series T | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 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
444,345 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
444,345 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,345 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 10576N102 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS
Arena Holdings Group LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 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
500,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
500,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 10576N102 | SCHEDULE 13G | Page 5 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS
Arena Holdings Management LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 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
1,729,274 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,729,274 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,274 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0% | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 10576N102 | SCHEDULE 13G | Page 6 of 9 Pages |
| 1. | NAMES OF REPORTING PERSONS
Feroz Dewan | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
1,729,274 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,729,274 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,274 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0% | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 10576N102 | SCHEDULE 13G | Page 7 of 9 Pages |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| Braze, Inc. (the Issuer). | ||||
| (b) | Address of Issuers Principal Executive Offices: | |||
| 330 West 34th 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, 8th 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 511 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 57,009,059 shares of Class A Common Stock outstanding as of December 6, 2022, as set forth in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 14, 2022.
| 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. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| 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: June 15, 2023
| 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 | ||||