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United States securities and exchange commission logo





                            July 22, 2021

       Susan Wiseman
       General Counsel
       Braze, Inc.
       330 West 34th Street, Floor 18
       New York, New York 10001

                                                        Re: Braze, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 24,
2021
                                                            CIK No. 0001676238

       Dear Ms. Wiseman:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Prospectus Summary, page 2

   1.                                                   You note that you have
890 customers as of January 31, 2021; however, on page 1 of the
                                                        Prospectus Summary, you
indicate that "[m]ore than 1,000 customers around the world
                                                        trust Braze with their
most valuable assets" and on page 7, you indicate that you have
                                                        "over 1,000 customers."
Please clarify whether these figures refer to different types or
                                                        classes of "customers"
or update throughout the filing for consistency. Further, please
                                                        disclose the actual
number of monthly active users in May 2021 rather than stating that
                                                        you have "over 3.0
billion."
 Susan Wiseman
FirstName
Braze, Inc. LastNameSusan Wiseman
Comapany
July        NameBraze, Inc.
     22, 2021
July 22,
Page  2 2021 Page 2
FirstName LastName
2.       Please disclose the methodology and assumptions underlying your
calculation of your
         annual market opportunity internationally. We note that such
disclosure is made for your
         calculation of your annual market opportunity domestically under
Market Opportunity
         on page 92.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 66

3.       Please clarify whether the customers with ARR of $1.0 million or more
are a subset of the
         customers that had ARR of $500,000 or more. Also, disclose the
dollar-based net
         retention rate for your customers with ARR of $1.0 million or more for
all periods
         presented.
Comparison of the Fiscal Year Ended January 31, 2020 and January 31, 2021
Revenue, page 74

4.       Please expand the discussion of the increase in revenues to separately
quantify period to
         period changes due to price and volume. Refer to Financial Reporting
Codification
         section 501.04 for guidance.
Operating Expenses, page 75

5.       Please expand the discussion of Sales and marketing expenses to
explain in greater detail
         the fiscal year 2020 secondary transactions relating to certain
employees.
Business
Consumers Expect Real-Time, Personalized Brand Interactions Across Channels,
page 86

6.       Your disclosure on pages 86 and 90 reference studies that you have
conducted to measure
         customer engagement. Please disclose the parameters of your study and
the methodology
         and assumptions underlying your research. Discuss the sample size and
the time period
         over which the study was conducted. Define    lifetime value    and
how you measured this
         value.
Certain Relationships and Related Party Transactions, page 121

7.       We note that you disclosed certain related party transactions in Note
12 of your Notes to
         Consolidated Financial Statements that are not included in your
related party disclosure.
         Please advise or revise. Refer to Item 404 of Regulation S-K.
Principal and Selling Stockholders, page 123

8.       Please disclose the natural persons who hold voting and/or dispositive
power over
         the shares beneficially owned by the entities affiliated with MGC1
Capital and the entities
         affiliated with Meritech Capital Partners.
 Susan Wiseman
FirstName
Braze, Inc. LastNameSusan Wiseman
Comapany
July        NameBraze, Inc.
     22, 2021
July 22,
Page  3 2021 Page 3
FirstName LastName
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-14

9.       We note in Risk Factor disclosure on page 25 that you may provide
customers with
         service credit claims, warranty claims, or other claims. Please expand
your accounting
         policy disclosure to include an accounting policy for these claims, if
material.
Note 12. Common Stock
Warrants, page F-32

10.      Please expand the disclosure to explain the terms of the warrants in
sufficient detail to
         support your classification of the warrants as equity instruments.
Exhibits

11.      We note your references to a report you commissioned by Forrester
Consulting. Please
         revise to file a consent by Forrester Consulting as an exhibit to the
registration statement.
         See Securities Act Rule 436.

General

12.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Priscilla Dao, Staff
Attorney, at (202) 551-5997or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Nicole Brookshire
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