Sec Form 13G Filing - MCG7 Capital Inc. filing for Braze Inc. (BRZE) - 2022-02-14

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Braze, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

10576N102

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 [_]  Rule 13d-1(b)

 [_]  Rule 13d-1(c)

 [x]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13G

CUSIP No.

10576N102

1	Names of Reporting Persons
	MCG7 Capital Inc.
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  [ ] (b)  [ ]
3	Sec Use Only
4	Citizenship or Place of Organization
	British Columbia, Canada
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			0
		6	Shared Voting Power
			8,634,408 (1)
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			8,634,408 (2)
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	8,634,408
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	36.45% (3)
12	Type of Reporting Person (See Instructions)
	HC

(1) MCG7 Capital Inc. (“MCG7”) shares voting power with its indirect wholly owned subsidiary, Binder Clip Holdings LLC (“Binder”).

(2) MCG7 shares dispositive power with its indirect wholly owned subsidiary, Binder.

(3) Binder, the indirect wholly owned subsidiary of MCG7, directly held 8,634,408 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), as of December 31, 2021. 

Each share of Class B Common Stock is convertible into one share of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"): (a) at any time at the option of the reporting person, or (b) automatically upon the occurrence of any 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 holder of Class B Common Stock 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, or (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. (footnote continued)

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The 8,634,408 shares of Class B Common Stock directly held by Binder represent 36.45% of the issued and outstanding Class A Common Stock as of December 31, 2021, assuming, solely for the purpose of this calculation, the conversion into Class A Common Stock of all of the Class B Common Stock directly held by Binder, but not the conversion into Class A Common Stock of Class B Common Stock held by any other stockholder.

The 8,634,408 shares of Class B Common Stock directly held by Binder represent 11.18% of the issued and outstanding shares of Class B Common Stock as of December 31, 2021.

The 8,634,408 shares of Class B Common Stock directly held by Binder represent 9.36% of all of the issued and outstanding shares of Class A Common Stock and Class B Common Stock on an aggregate basis as of December 31, 2021.

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SCHEDULE 13G

CUSIP No.

10576N102

1	Names of Reporting Persons
	Binder Clip Holdings LLC
2	Check the appropriate box if a member of a Group (see instructions)
	(a)  [ ] (b)  [ ]
3	Sec Use Only
4	Citizenship or Place of Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power
			0
		6	Shared Voting Power
			8,634,408 (1)
		7	Sole Dispositive Power
			0
		8	Shared Dispositive Power
			8,634,408 (2)
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	8,634,408
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
	[ ]
11	Percent of class represented by amount in row (9)
	36.45% (3)
12	Type of Reporting Person (See Instructions)
	OO

(1) Binder Clip Holdings LLC (“Binder”) shares voting power with its indirect parent, MCG7 Capital Inc. (“MCG7”).

(2) Binder shares dispositive power with its indirect parent, MCG7. 

(3) Binder, the indirect wholly owned subsidiary of MCG7, directly held 8,634,408 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), as of December 31, 2021. 

Each share of Class B Common Stock is convertible into one share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) at any time at the option of the reporting person, or (b) automatically upon the occurrence of any 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 holder of Class B Common Stock 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, or (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. (footnote continued)

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The 8,634,408 shares of Class B Common Stock directly held by Binder represent 36.45% of the issued and outstanding Class A Common Stock as of December 31, 2021, assuming, solely for the purpose of this calculation, the conversion into Class A Common Stock of all of the Class B Common Stock directly held by Binder, but not the conversion into Class A Common Stock of Class B Common Stock held by any other stockholder.

The 8,634,408 shares of Class B Common Stock directly held by Binder represent 11.18% of the issued and outstanding shares of Class B Common Stock as of December 31, 2021.

The 8,634,408 shares of Class B Common Stock directly held by Binder represent 9.36% of all of the issued and outstanding shares of Class A Common Stock and Class B Common Stock on an aggregate basis as of December 31, 2021.

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Item 1. 

(a) Name of Issuer: Braze, Inc. (the "Issuer")

(b) Address of Issuer's Principal Executive Offices:

330 West 34th Street, 18th floor
New York, NY 10001

Item 2. 

(a) Name of Person Filing (the "Reporting Person"):

(i) MCG7 Capital Inc. ("MCG7")

(ii) Binder Clip Holdings LLC ("Binder")

(b) Address of Principal Business Office or, if None, Residence: 

The address of the principal business office of MCG7 is c/o Fasken, Suite 2900, 550 Burrard Street, Vancouver, British Columbia, V6C 0A3, Canada. The address of the principal business office of Binder is c/o Paul Hastings LLP, 200 Park Avenue, New York, NY 10166.

(c) Citizenship: 

(i) MCG7: British Columbia, Canada

(ii) Binder: Delaware

(d) Title and Class of Securities: Class A Common Stock, $0.0001 par value per share

(e) CUSIP No.: 10576N102

Item 3.  If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [_] Broker or dealer registered under Section 15 of the Act;

(b) [_] Bank as defined in Section 3(a)(6) of the Act;

(c) [_] Insurance company as defined in Section 3(a)(19) of the Act;

(d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940;

(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j) [_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

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Item 4. Ownership

The information required by Items 4(a)-(c) is set forth in Rows 5-11 (and the footnote to Row 11) of the cover page for each Reporting Person and is incorporated herein by reference for each Reporting Person.

The percentage ownership of: (1) Class A Common Stock, (2) Class B Common Stock, and (3) Class A Common Stock and Class B Common Stock on an aggregate basis, in each case as described in the footnote to Row 11 of the cover page for each Reporting Person, was calculated based on the Issuer's issued and outstanding shares as of December 31, 2021: 15,052,658 shares of Class A Common Stock, and 77,171,300 shares of Class B Common Stock.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Item 6. Ownership of more than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Binder is the indirect wholly owned subsidiary of MCG7. The two Reporting Persons are filing jointly. See attached Exhibit, “AGREEMENT PURSUANT TO RULE 13d-1(k)(1)(iii) CONCERNING JOINT SCHEDULE 13G FILING.”

Item 8. Identification and classification of members of the group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

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SIGNATURE

 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

	MCG7 CAPITAL INC.
	By:	/s/ Jacob Horowitz
		Name: Jacob Horowitz
		Title: Director

	BINDER CLIP HOLDINGS LLC
	By:	/s/ Jacob Horowitz
		Name: Jacob Horowitz
		Title:  Manager

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EXHIBIT 99.1 - AGREEMENT PURSUANT TO RULE 13d-1(k)(1)(iii) CONCERNING JOINT SCHEDULE 13G FILING

 The undersigned each agree, in connection with their beneficial ownership of Class A Common Stock of Braze, Inc. (CUSIP 10576N102), (i) that a Schedule 13G shall be filed jointly by them pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), together with any amendments to the Schedule 13G that from time to time may be required; and (ii) that the Schedule 13G and any such amendments are filed on behalf of each of them. The undersigned acknowledge their respective responsibilities as set forth in Rule 13d-1(k)(1) promulgated under the Exchange Act.

 This Agreement may be executed in counterparts.

 Date: February 14, 2022

	MCG7 CAPITAL INC.
	By:	/s/ Jacob Horowitz
		Name: Jacob Horowitz
		Title: Director
	BINDER CLIP HOLDINGS LLC
	By:	/s/ Jacob Horowitz
		Name: Jacob Horowitz
		Title:   Manager

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