As filed with the U.S. Securities and Exchange Commission on November 19, 2021

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Braze, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   45-2505271

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

330 West 34th Street, Floor 18

New York, New York 10001

(609) 964-0582

(Address of principal executive offices) (Zip code)

Amended and Restated 2011 Equity Incentive Plan

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full titles of the plans)

William Magnuson

Chief Executive Officer

Braze, Inc.

330 West 34th Street, Floor 18

New York, New York 10001

(609) 964-0582

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Nicole Brookshire

Jodie Bourdet

Peter Byrne

Owen Williams

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

 

Isabelle Winkles

Chief Financial Officer

Braze, Inc.

330 West 34th Street, Floor 18

New York, New York 10001

(609) 964-0582

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☐
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities
to be Registered 		 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Class A Common Stock, par value $0.0001 per share

               

- 2021 Equity Incentive Plan

  12,166,672(2)(3)   $79.94(8)   $972,603,760   $90,161

- 2021 Employee Stock Purchase Plan

  1,825,000(4)(5)   $67.95(9)   $124,008,750   $11,496

- Amended and Restated 2011 Equity Incentive Plan

  11,963,168(6)   $ —(10)   $ —   $ —

Class B Common Stock, par value $0.0001 per share

               

- Amended and Restated 2011 Equity Incentive Plan

  11,963,168(7)   $11.81(11)   $141,285,015   $13,098

Total

  25,954,840       $1,237,897,525   $114,755

 

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock or Class B common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock or Class B common stock, as applicable.

(2)

Represents shares of Class A common stock reserved for issuance pursuant to stock options, restricted stock unit awards and other stock awards under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”). To the extent that any stock options or stock awards outstanding under the Registrant’s Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) remain available for the issuance of awards under the 2011 Plan immediately prior to the effective date of the 2021 Plan, terminate or expire prior to exercise or settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, the shares of Class A common stock reserved for issuance pursuant to such stock options or stock awards will become available for issuance as shares of Class A common stock under the 2021 Plan. See footnote 7 below.

(3)

The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 each year, starting on February 1, 2022 and continuing through February 1, 2031, in an amount equal to (a) 5% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on January 31 before the date of each automatic increase or (b) a lesser number determined by the Registrant’s board of directors prior to the applicable February 1 increase.

(4)

Represents shares of Class A common stock reserved for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

(5)

The number of shares of Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on February 1 each year, starting on February 1, 2022 and continuing through February 1, 2031, by the lesser of (a) 1% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on January 31 before the date of the automatic increase, (b) 2,737,000 shares of Class A common stock, or (c) a lesser number determined by the Registrant’s board of directors prior to the applicable February 1.

(6)

Represents shares of Class A common stock issuable upon conversion of Class B common stock underlying stock options outstanding under the 2011 Plan as of the date of this Registration Statement.

(7)

Represents shares of Class B common stock reserved for issuance pursuant to stock options outstanding under the 2011 Plan as of the date of this Registration Statement. To the extent that any such stock options terminate or expire prior to exercise or settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, the shares of Class B common stock reserved for issuance pursuant to such stock options will become available for issuance as shares of Class A common stock under the 2021 Plan. See footnote 2 above.

(8)

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $79.94, which is the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on November 17, 2021.

(9)

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $67.95, which is the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on November 17, 2021, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP.

(10)

Pursuant to Rule 457(i), there is no fee associated with the registration of shares of Class A common stock issuable upon conversion of shares of any Class B common stock (a convertible security) being registered under this Registration Statement because no additional consideration will be received in connection with the conversion of shares of Class B common stock.

(11)

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $11.81, which is the weighted-average exercise price for options outstanding under the 2011 Plan.

 

 

 

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Braze, Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

 

(a)

The Registrant’s prospectus filed on November 18, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-260428), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed.

 

(b)

The description of the Registrant’s Class A common stock which is contained in a registration statement on Form 8-A filed on November 12, 2021 (File No. 001-41065) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

 

(c)

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

See the description of the Registrant’s Class A common stock and Class B common stock contained in the Registration Statement on Form S-1, as amended (File No. 333-260428).

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation permits indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.

The Registrant has entered into indemnification agreements with its directors and officers, whereby it has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.

The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

Certain of the Registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Registrant’s board of directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

 

     Incorporation by Reference

Exhibit

Number

  

Description

  

Schedule

Form

  

File Number

    

Exhibit

  

Filing Date

  4.1    Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.    S-1/A      333-260428      3.2    November 8, 2021
  4.2    Amended and Restated Bylaws of the Registrant, as currently in effect.    S-1/A      333-260428      3.4    November 8, 2021
  4.3    Form of Class A Common Stock Certificate.    S-1/A      333-260428      4.1    November 8, 2021
  5.1*    Opinion of Cooley LLP.            
23.1*    Consent of Ernst & Young LLP, an independent registered public accounting firm.            
23.2*    Consent of Cooley LLP (included in Exhibit 5.1).            
24.1*    Power of Attorney (included on signature page to this registration statement).            
99.1    Amended and Restated 2011 Equity Incentive Plan and forms of agreements thereunder.    S-1      333-260428      10.2    October 22, 2021
99.2    2021 Equity Incentive Plan and forms of agreements thereunder.    S-1/A      333-260428      10.3    November 8, 2021
99.3    2021 Employee Stock Purchase Plan.    S-1/A      333-260428      10.4    November 8, 2021

 

*

Filed herewith.

ITEM 9. UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be

reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, thereunto duly authorized, in New York, New York, on this 19th day of November, 2021.

 

BRAZE, INC.

By:  

/s/ William Magnuson

Name:   William Magnuson
Title:   Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Magnuson, Isabelle Winkles and Susan Wiseman, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

/s/ William Magnuson

William Magnuson

  

Chief Executive Officer and Director

(Principal Executive Officer)

  November 19, 2021

/s/ Isabelle Winkles

Isabelle Winkles

  

Chief Financial Officer

(Principal Financial Officer)

  November 19, 2021

/s/ Pankaj Malik

Pankaj Malik

  

Chief Accounting Officer

(Principal Accounting Officer)

  November 19, 2021

/s/ Neeraj Agrawal

Neeraj Agrawal

   Director   November 19, 2021

/s/ Phillip M. Fernandez

Phillip M. Fernandez

   Director   November 19, 2021

/s/ Matthew Jacobson

Matthew Jacobson

   Director   November 19, 2021

/s/ Tara Levy

Tara Levy

   Director   November 19, 2021

/s/ David Obstler

David Obstler

   Director   November 19, 2021

/s/ Doug Pepper

Doug Pepper

   Director   November 19, 2021

Exhibit 5.1

 

LOGO

Nicole C. Brookshire

T: +1 212 479 6157

nbrookshire@cooley.com

November 19, 2021

Braze, Inc.

330 West 34th Street, Floor 18

New York, NY 10001

Ladies and Gentlemen:

We have acted as counsel to Braze, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 25,954,840 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), consisting of (a) 11,963,168 shares of Class A Common Stock issuable pursuant to the Company’s 2011 Equity Incentive Plan (the “2011 Plan”), (b) 12,166,672 shares of Class A Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), and (c) 1,825,000 shares of Class A Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2011 Plan and the 2021 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each of which is to be in effect immediately prior to the closing of the Company’s initial public offering, in the forms filed as Exhibits 3.2 and 3.4, respectively, to the Company’s registration statement (No. 333-260428) on Form S-1, (d) the Plans, and (e) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule, or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

Cooley LLP    55 Hudson Yards    New York, NY    10001-2157

t: (212) 479-6000    f: (212) 479-6275    cooley.com

LOGO

Braze, Inc.

November 19, 2021

Page Two

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely
Cooley LLP
By:  

/s/ Nicole C. Brookshire

  Nicole C. Brookshire

 

Cooley LLP 55 Hudson Yards New York, NY 10001-2157

t: (212) 479-6000 f: (212) 479-6275 cooley.com

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the following below plans:

•                Amended and Restated 2011 Equity Incentive Plan

•                2021 Equity Incentive Plan

•                2021 Employee Stock Purchase Plan                

of Braze, Inc. of our report dated June 23, 2021, with respect to the consolidated financial statements of Braze, Inc. included in its Registration Statement (Form S-1 No. 333-260428) as of January 31, 2020 and 2021 and for each of the two years in the period ended January 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York

November 19, 2021