SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Braze, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
10576N102 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners III-B, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners III GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners III TT GP, Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners V, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners V-B, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners V GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners V TT GP, Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners VI, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
628,880.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners VI-B, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
926,682.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners VI GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,555,562.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
ICONIQ Strategic Partners VI TT GP, Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,555,562.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
Divesh Makan | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,640,518.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
William J.G. Griffith | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,641,106.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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CUSIP No. | 10576N102 |
1 | Names of Reporting Persons
Matthew Jacobson | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,103,466.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
2.3 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
Item 1. | ||
(a) | Name of issuer:
Braze, Inc. | |
(b) | Address of issuer's principal executive offices:
63 Madison Building, 28 East 28th Street, Floor 12, New York, NY 10016 | |
Item 2. | ||
(a) | Name of person filing:
(i) ICONIQ Strategic Partners III, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III").
(ii) ICONIQ Strategic Partners III-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III-B", and together with ICONIQ III, the "ICONIQ III Funds").
(iii) ICONIQ Strategic Partners III GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ III GP"), the sole general partner of the ICONIQ III Funds.
(iv) ICONIQ Strategic Partners III TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ III Parent GP"), the sole general partner of ICONIQ III GP.
(v) ICONIQ Strategic Partners V, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V").
(vi) ICONIQ Strategic Partners V-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V-B", and together with ICONIQ V, the "ICONIQ V Funds").
(vii) ICONIQ Strategic Partners V GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ V GP"), the sole general partner of the ICONIQ V Funds.
(viii) ICONIQ Strategic Partners V TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ V Parent GP"), the sole general partner of ICONIQ V GP.
(ix) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI").
(x) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B", and together with ICONIQ VI, the "ICONIQ VI Funds").
(xi) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds.
(xii) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP.
(xiii) Divesh Makan, a citizen of the United States ("Makan").
(xiv) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ III Parent GP.
(xv) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, the sole equity holders of ICONIQ V Parent GP and ICONIQ VI Parent GP. | |
(b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. | |
(c) | Citizenship:
See Item 2(a) above. | |
(d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
(e) | CUSIP No.:
10576N102 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
(i) ICONIQ III directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(ii) ICONIQ III-B directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(iii) ICONIQ III GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(iv) ICONIQ III Parent GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(v) ICONIQ V directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(vi) ICONIQ V-B directly owns 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(vii) ICONIQ V GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(viii) ICONIQ V Parent GP may be deemed to beneficially own 0 shares of Class A Common Stock, which represents 0.0% of the outstanding Class A Common Stock.
(ix) ICONIQ VI directly owns 628,880 shares of Class A Common Stock, which represents approximately 0.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(x) ICONIQ VI-B directly owns 926,682 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xi) ICONIQ VI GP may be deemed to beneficially own 1,555,562 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 1.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xii) ICONIQ VI Parent GP may be deemed to beneficially own 1,555,562 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 1.7% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xiii) Makan may be deemed to beneficially own 2,640,518 shares of Class A Common Stock held by the ICONIQ VI Funds and Makan, which represents approximately 2.9% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xiv) Griffith may be deemed to beneficially own 2,641,106 shares of Class A Common Stock held by the ICONIQ VI Funds and Griffith, which represents approximately 2.9% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
(xv) Jacobson may be deemed to beneficially own 2,103,466 shares of Class A Common Stock held by the ICONIQ VI Funds and Jacobson, which represents approximately 2.3% of the outstanding Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
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(b) | Percent of class:
See Item 4(a) above. The percent of class was calculated based on 92,589,236 shares of Class A Common Stock outstanding as of May 29, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on June 6, 2025. | |
(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
ICONIQ III: 0 shares of Class A Common Stock
ICONIQ III-B: 0 shares of Class A Common Stock
ICONIQ III GP: 0 shares of Class A Common Stock
ICONIQ III Parent GP: 0 shares of Class A Common Stock
ICONIQ V: 0 shares of Class A Common Stock
ICONIQ V-B: 0 shares of Class A Common Stock
ICONIQ V GP: 0 shares of Class A Common Stock
ICONIQ V Parent GP: 0 shares of Class A Common Stock
ICONIQ VI: 628,880 shares of Class A Common Stock
ICONIQ VI-B: 926,682 shares of Class A Common Stock
ICONIQ VI GP: 1,555,562 shares of Class A Common Stock
ICONIQ VI Parent GP: 1,555,562 shares of Class A Common Stock
Makan: 2,640,518 shares of Class A Common Stock
Griffith: 2,641,106 shares of Class A Common Stock
Jacobson: 2,103,466 shares of Class A Common Stock
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(ii) Shared power to vote or to direct the vote:
N/A | ||
(iii) Sole power to dispose or to direct the disposition of:
ICONIQ III: 0 shares of Class A Common Stock
ICONIQ III-B: 0 shares of Class A Common Stock
ICONIQ III GP: 0 shares of Class A Common Stock
ICONIQ III Parent GP: 0 shares of Class A Common Stock
ICONIQ V: 0 shares of Class A Common Stock
ICONIQ V-B: 0 shares of Class A Common Stock
ICONIQ V GP: 0 shares of Class A Common Stock
ICONIQ V Parent GP: 0 shares of Class A Common Stock
ICONIQ VI: 628,880 shares of Class A Common Stock
ICONIQ VI-B: 926,682 shares of Class A Common Stock
ICONIQ VI GP: 1,555,562 shares of Class A Common Stock
ICONIQ VI Parent GP: 1,555,562 shares of Class A Common Stock
Makan: 2,640,518 shares of Class A Common Stock
Griffith: 2,641,106 shares of Class A Common Stock
Jacobson: 2,103,466 shares of Class A Common Stock
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(iv) Shared power to dispose or to direct the disposition of:
N/A | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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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
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Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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