As filed with the Securities and Exchange Commission on March 31, 2022.

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   47-2505271

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

330 West 34th Street, Floor 18

New York, New York 10001

(609) 964-0585

(Address of principal executive offices) (Zip code)

Braze, Inc. 2021 Equity Incentive Plan

Braze, Inc. 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) 964-0585

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

 

 

 

Copies to:

Nicole Brookshire

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) 964-0585

 

 

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 pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Braze, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (i) 4,648,401 additional shares of its Class A common stock under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares Class A common stock reserved and available for issuance under the 2021 Plan on February 1, 2022, and (ii) 929,680 additional shares of its Class A common stock under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2021 ESPP on February 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

 

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The contents of the Registrant’s Registration Statement on Form S-8 (File No 333-261206), filed with the Commission on November 19, 2021.

(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the Commission on March 31, 2022 (the “2022 Annual Report”).

(c) The description of the Registrant’s Class  A common stock which is contained in Exhibit 4.2 to the 2022 Annual Report, including any amendment or report filed for the purpose of updating such description.

(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, (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 8.

EXHIBITS

 

         

Incorporated by Reference

     
Exhibit
Number		   

Description

   

Schedule
Form

   

File Number

   

Exhibit

   

Filing Date

4.1    Amended and Restated Certificate of Incorporation of the Registrant.    8-K    001-41065    3.1    November 23, 2021
4.2    Amended and Restated Bylaws of the Registrant.    8-K    001-41065    3.2    November 23, 2021
4.3    Form of Class A Common Stock Certificate of the Registrant.    S-1/A    333-260428    4.1    November 8, 2021
5.1*    Opinion of Cooley LLP.            
23.1*    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.            
23.2*    Consent of Cooley LLP (included in Exhibit 5.1).            
24.1*    Power of Attorney (included on the signature page of this Form S-8).            
99.1    Braze, Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder.    S-1/A    333-260428    10.3    November 8, 2021
99.2    Braze, Inc. 2021 Equity Stock Purchase Plan.    S-1/A    333-260428    10.4    November 8, 2021
107*    Filing fee table.            

 

*

Filed herewith

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, in the City of New York, State of New York, on this 31st day of March, 2022.

 

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 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 their 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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, her 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)

    March 31, 2022

/s/ Isabelle Winkles

Isabelle Winkles

   

Chief Financial Officer

(Principal Financial Officer)

    March 31, 2022

/s/ Pankaj Malik

Pankaj Malik

   

Chief Accounting Officer

(Principal Accounting Officer)

    March 31, 2022

/s/ Neeraj Agrawal

Neeraj Agrawal

    Director    March 31, 2022

/s/ Phillip M. Fernandez

Phillip M. Fernandez

    Director    March 31, 2022

/s/ Matthew Jacobson

Matthew Jacobson

    Director    March 31, 2022

/s/ Tara Levy

Tara Levy

    Director    March 31, 2022

/s/ David Obstler

David Obstler

    Director    March 31, 2022

/s/ Doug Pepper

Doug Pepper

    Director    March 31, 2022

Exhibit 5.1

 

LOGO

 

Nicole C. Brookshire

+1 617 937 2357

nbrookshire@cooley.com

March 31, 2022

Braze, Inc.

330 West 34th Street, Floor 18

New York, NY 10001

 

Re:

Registration on Form S-8

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 U.S. Securities and Exchange Commission, covering the offering of up to 5,578,081 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) consisting of (a) 4,648,401 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (b) 929,680 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such other 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 thereof, 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 the 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    500 Boylston Street    Boston, MA    02116-3736

t: (617) 937-2300    f: (617) 937-2400    cooley.com

LOGO

Braze, Inc.

March 31, 2022

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    500 Boylston Street    Boston, MA    02116-3736

t: (617) 9    37-2300 f: (617) 937-2400    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 Braze, Inc. 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan of our report dated March 31, 2022, with respect to the consolidated financial statements Braze, Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP
New York, New York
March 31, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

Braze, Inc.

 

 

Table 1 – Newly Registered Securities

 

    

Security
Type

 

  

Security

Class

Title

 

  

Fee

Calculation

Rule

 

  

Amount

Registered(1)

 

  

 

Proposed

Maximum

Offering

Price Per

Unit

 

  

Maximum

Aggregate

Offering

Price

 

  

Fee

Rate

 

  

Amount of

Registration Fee

 

Fees to be Paid 

  

Equity 

 

  

Class A Common Stock, par value $0.0001 per share, 2021 Equity Incentive Plan

 

  

Rule 457(c) and

(h)(2)

 

  

4,648,401(4) 

 

  

$40.550 

 

  

$188,492,660.55

 

  

.0000927 

 

  

$17,473.27

 

Fees to be Paid 

  

Equity 

 

  

Class A Common Stock, par value $0.0001 per share, 2021 Employee Stock Purchase Plan

 

  

Rule 457(c) and

(h)(3)

 

  

929,680(5) 

 

  

$34.470 

 

  

$32,046,069.60

 

  

.0000927 

 

  

$2,970.68

 

   

Total Offering Amounts

 

   —     $220,538,730.15   —     $20,443.95
   

Total Fees Previously Paid

 

   —     —     —     —
   

Total Fee Offsets

 

   —     —     —     —
   

Net Fee Due

 

   —     —     —     $20,443.95

 

(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 the Registrant’s Class A 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 the Registrant’s Class A common stock.

(2)

Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 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 March 28, 2022.

(3)

Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of 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 March 28, 2022, multiplied by 85.0%, which is the percentage of the price per share applicable to purchases under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

(4)

Represents an automatic share reserve increase on February 1 of each year equal to 5.0% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on the preceding January 31, which annual increase is provided by the Registrant’s 2021 Equity Incentive Plan.

(5)

Represents an automatic share reserve increase on February 1 of each year equal to the lesser of (i) 1.0% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on the preceding January 31 or (ii) 2,737,000 shares of Class A common stock, which annual increase is provided by the 2021 ESPP.