<SEC-DOCUMENT>0001209191-21-064919.txt : 20211116
<SEC-HEADER>0001209191-21-064919.hdr.sgml : 20211116
<ACCEPTANCE-DATETIME>20211116201344
ACCESSION NUMBER:		0001209191-21-064919
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20211116
FILED AS OF DATE:		20211116
DATE AS OF CHANGE:		20211116

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Agrawal Neeraj
		CENTRAL INDEX KEY:			0001532809

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-41065
		FILM NUMBER:		211418024

	MAIL ADDRESS:	
		STREET 1:		ONE MARINA PARK DRIVE
		STREET 2:		SUITE 1100
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Braze, Inc.
		CENTRAL INDEX KEY:			0001676238
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				452505271
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	BUSINESS ADDRESS:	
		STREET 1:		330 WEST 34TH STREET, FLOOR 18
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10001
		BUSINESS PHONE:		(609) 964-0582

	MAIL ADDRESS:	
		STREET 1:		330 WEST 34TH STREET, FLOOR 18
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Appboy, Inc.
		DATE OF NAME CHANGE:	20160602
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-11-16</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001676238</issuerCik>
        <issuerName>Braze, Inc.</issuerName>
        <issuerTradingSymbol>BRZE</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001532809</rptOwnerCik>
            <rptOwnerName>Agrawal Neeraj</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BATTERY VENTURES</rptOwnerStreet1>
            <rptOwnerStreet2>ONE MARINA PARK DRIVE, SUITE 1100</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02210</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>38052</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Investment Partners XI, LLC</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>853019</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Ventures XI-A Side Fund, L.P.</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>821049</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Ventures XI-A, L.P.</value>
                    <footnoteId id="F5"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>184969</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Ventures XI-B Side Fund, L.P.</value>
                    <footnoteId id="F6"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>216939</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Ventures XI-B, L.P.</value>
                    <footnoteId id="F7"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>10972</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Investment Partners Select Fund I, L.P.</value>
                    <footnoteId id="F8"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series E Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>110945</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Battery Ventures Select Fund I, L.P.</value>
                    <footnoteId id="F9"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each share of Series E Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.</footnote>
        <footnote id="F2">Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering.</footnote>
        <footnote id="F3">The reported securities are owned directly by Battery Investment Partners XI, LLC (&quot;BIP XI&quot;). The sole managing member of BIP XI is Battery Partners XI, LLC (&quot;BP XI&quot;). BP XI's investment adviser is Battery Management Corp. (&quot;BMC&quot;). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F4">The reported securities are owned directly by Battery Ventures XI-A Side Fund, L.P. (&quot;BV XI-A SF&quot;). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC (&quot;BP XI SF&quot;). BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-A SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F5">The reported securities are owned directly by Battery Ventures XI-A, L.P. (&quot;BV XI-A&quot;). The sole general partner of BV XI-A is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-A. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F6">The reported securities are owned directly by Battery Ventures XI-B Side Fund, L.P. (&quot;BV XI-B SF&quot;). The sole general partner of BV XI-B SF is BP XI SF. BP XI SF's investment adviser is BMC. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BV XI-B SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F7">The reported securities are owned directly by Battery Ventures XI-B, L.P. (&quot;BV XI-B&quot;). The sole general partner of BV XI-B is BP XI. BP XI's investment adviser is BMC. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BV XI-B. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F8">The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. (&quot;BIP Select I&quot;). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC (&quot;BP Select I GP&quot;). BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
        <footnote id="F9">The reported securities are owned directly by Battery Ventures Select Fund I, L.P. (&quot;BV Select I&quot;). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. (&quot;BP Select I&quot;). The general partner of BP Select I is BP Select I GP. BP Select I GP's investment adviser is BMC. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
    </footnotes>

    <remarks>This Form 3 is the second of two Form 3s being filed by the Reporting Person relating to the same event. The Form 3 has been split into two filings to cover all holdings of the Reporting Person, because the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 lines. Exhibit List - Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Susan Wiseman, Attorney-in-Fact</signatureName>
        <signatureDate>2021-11-16</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
Exhibit 24

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5 and Schedules 13D and 13G)

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Nicole Brookshire, Owen Williams, Jayne Munger and Cathy Rude
of Cooley LLP, and each of Susan Wiseman, Nathan Jeffries and Melissa Nally of
Braze, Inc. (the "Company"), signing individually, the undersigned's true and
lawful attorneys-in-fact and agents to:

	(1)	Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the the Securities and Exchange Commission (the "SEC") Form ID and
Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 13 or Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder in the undersigned's capacity as a beneficial owner of a registered
class of securities of the Company;

	(2)	Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5, Schedules 13D and 13G (including amendments thereto and joint filing
agreements in connection therewith) and Forms 144, and file such forms with the
SEC and any stock exchange, self-regulatory association or any similar
authority; and

	(3)	Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is the Company assuming) any of the
undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange
Act and Rule 144 thereunder.

	This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in-fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by Cooley LLP or by the Company.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.


Date: October 13, 2021


/s/ Neeraj Agrawal
Name:  Neeraj Agrawal

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
