0001894090-24-000001.txt : 20241114 0001894090-24-000001.hdr.sgml : 20241114 20241114143501 ACCESSION NUMBER: 0001894090-24-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241113 FILED AS OF DATE: 20241114 DATE AS OF CHANGE: 20241114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Binder Clip Holdings LLC CENTRAL INDEX KEY: 0001893905 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 241460485 BUSINESS ADDRESS: STREET 1: C/O PAUL HASTINGS LLP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: (202) 551-1737 MAIL ADDRESS: STREET 1: C/O PAUL HASTINGS LLP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Appboy BH LLC CENTRAL INDEX KEY: 0001950486 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 241460484 BUSINESS ADDRESS: STREET 1: C/O APRIO STREET 2: 7 PENN PLAZA, SUITE 210 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (646) 859-8106 MAIL ADDRESS: STREET 1: C/O APRIO STREET 2: 7 PENN PLAZA, SUITE 210 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCG7 Capital Inc. CENTRAL INDEX KEY: 0001894090 ORGANIZATION NAME: STATE OF INCORPORATION: A1 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41065 FILM NUMBER: 241460486 BUSINESS ADDRESS: STREET 1: FASKEN, SUITE 2900 STREET 2: 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 0A3 BUSINESS PHONE: (202) 551-1737 MAIL ADDRESS: STREET 1: C/O PAUL HASTINGS LLP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Braze, Inc. CENTRAL INDEX KEY: 0001676238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 452505271 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 63 MADISON BUILDING STREET 2: 28 E. 28TH ST., FLOOR 12 MAILROOM CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: (609) 964-0585 MAIL ADDRESS: STREET 1: 63 MADISON BUILDING STREET 2: 28 E. 28TH ST., FLOOR 12 MAILROOM CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: Appboy, Inc. DATE OF NAME CHANGE: 20160602 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-11-13 0 0001676238 Braze, Inc. BRZE 0001894090 MCG7 Capital Inc. C/O PAUL HASTINGS LLP 200 PARK AVENUE NEW YORK NY 10166 0 0 1 0 0001893905 Binder Clip Holdings LLC C/O PAUL HASTINGS LLP 200 PARK AVENUE NEW YORK NY 10166 0 0 1 0 0001950486 Appboy BH LLC C/O APRIO 7 PENN PLAZA, SUITE 210 NEW YORK NY 10001 0 0 1 0 0 Class A Common Stock 2024-11-13 4 C 0 4278960 A 8634408 I see footnote Class B Common Stock 2024-11-13 4 C 0 4278960 0 D Class A Common Stock 4278960 0 I see footnote Each share of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), was converted into one share of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at the option of the holder. The shares held by Binder Clip Holdings LLC ("Binder"), the indirect wholly-owned subsidiary of MCG7 Capital Inc. ("MCG7"), and the shares held by Appboy BH LLC ("Appboy"), the direct wholly-owned subsidiary of Binder, may be deemed to be beneficially owned by MCG7. Voting and dispositive power with respect to the shares held by Appboy is exercised by the board of managers of Appboy. Voting and dispositive power with respect to the shares held by Binder is exercised by the board of managers of Binder. The board of directors of MCG7, the board of managers of Binder, and the board of managers of Appboy are composed of the same three individuals, Laurent Attar, Zev Zlotnick and Jacob Horowitz. Decisions of MCG7 are made by a vote of a majority of directors, and as a result, no single person has voting or dispositive authority over such securities. Each director of MCG7, each manager of Binder, and each manager of Appboy disclaims beneficial ownership of such securities. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock. MCG7 Capital Inc., by /s/ Jacob Horowitz, Director 2024-11-14 Binder Clip Holdings LLC, by /s/ Jacob Horowitz, Manager 2024-11-14 Appboy BH LLC, by /s/ Jacob Horowitz, Manager 2024-11-14