UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Backblaze, Inc.

(Name oflssuer)

Class A Common Stock, $0.0001 Par Value

(Title of Class of Securities)

05637B105

(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-l(b)

☒ Rule 13d-l(c)

☐ Rule 13d-l(d)

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).

 

 

 

1.		NAMES OF REPORTING PERSONS   Whetstone Capital Advisors, 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   Kansas
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   787,100
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   787,100
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   787,100
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   9.9%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) *   IA, OO

 

1.		NAMES OF REPORTING PERSONS   David Atterbury
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   U.S. Citizen
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   787,100
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   787,100
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   787,100
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   9.9%
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) *   HC, IN

 

SCHEDULE 13G

 

Item 1 (a).

Name of Issuer:

Backblaze, Inc. (the “Issuer”)

 

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

4425A Forest Ave.

Palo Alto, CA 94301

 

Item 2 (a).

Name of Person Filing:

Whetstone Capital Advisors, LLC (“WCA”) and Mr. David Atterbury (collectively the “Reporting Persons”).

 

Item 2 (b).

Address of Principal Business Office or, if None, Residence:

2001 Shawnee Mission Parkway,

Shawnee Mission, KS 66205

 

Item 2 (c).

Citizenship:

WCA is a limitied liability company organized under the laws of the State of Kansas. Mr. Atterbury is the manager of WCA and is a U.S. Citizen.

 

Item 2 (d).

Title of Class of Securities:

Class A Common Stock, $0.0001 par value (“Common Stock”)

 

Item 2 (e).

CUSIP Number: 05637B105

 

Item 3.

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

 

Item 4.

Ownership

This Schedule 13G (“Schedule 13G”) is being filed on behalf of Whetstone Capital Advisors, LLCa Kansas limited liability company (“WCA”), and Mr. David Atterbury, the manager of WCA, relating to Class A Common Stock, $0.0001 par value, of Backblaze Inc., incorporated in Delaware. (the “Issuer”).

This Schedule 13G relates to shares of Class A Common Stock (“Common Stock”) purchased by WCA and held indirectly, through the accounts of certain private investment funds (collectively, the “Whetstone Accounts”). WCA serves as the investment adviser to the Whetstone Accounts and may direct the vote and dispose of the 787,100 shares of Common Stock held indirectly by the Whetstone Accounts. As the manager of WCA, Mr. Atterbury may direct the vote and disposition of the 787,100 shares of Common Stock held indirectly by the Whetstone Accounts.

 

(a)

Amount beneficially owned: 787,100

 

(b)

Percent of Class 9.9%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote 787,100.

 

(iii)

Sole power to dispose or to direct the disposition of 0

 

(iv)

Shared power to dispose or to direct the disposition of 787,100.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

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.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits Exhibit 99.1

Joint Filing Agreement dated February 11, 2022, by and among Whetstone Capital Advisors, LLC, and David Atterbury.

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 11, 2022				Whetstone Capital Advisors LLC
				By:		/s/ David Atterbury
						David Atterbury
						Manager David Atterbury

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock shares, nominal value $0.0001 per share, of Backblaze Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2022.