0000905148-24-000401.txt : 20240201
0000905148-24-000401.hdr.sgml : 20240201
20240201211755
ACCESSION NUMBER: 0000905148-24-000401
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240130
FILED AS OF DATE: 20240201
DATE AS OF CHANGE: 20240201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Beck Milton Joseph
CENTRAL INDEX KEY: 0001789399
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 24588605
MAIL ADDRESS:
STREET 1: 3485 N. PINES WAY SUITE 110
CITY: WILSON
STATE: WY
ZIP: 83014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Leeney Jack
CENTRAL INDEX KEY: 0001789401
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 24588603
MAIL ADDRESS:
STREET 1: 3485 N. PINES WAY SUITE 110
CITY: WILSON
STATE: WY
ZIP: 83014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hennessy Thomas D
CENTRAL INDEX KEY: 0001789408
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 24588604
MAIL ADDRESS:
STREET 1: 3485 N. PINES WAY SUITE 110
CITY: WILSON
STATE: WY
ZIP: 83014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 7GC & Co. Holdings LLC
CENTRAL INDEX KEY: 0001826010
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 24588606
BUSINESS ADDRESS:
STREET 1: 188 KING STREET
STREET 2: SUITE 308
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: 4156303148
MAIL ADDRESS:
STREET 1: 188 KING STREET
STREET 2: SUITE 308
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Banzai International, Inc.
CENTRAL INDEX KEY: 0001826011
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 435 ERICKSEN AVE
STREET 2: SUITE 308250
CITY: BAINBRIDGE ISLAND
STATE: WA
ZIP: 98110
BUSINESS PHONE: 2064141777
MAIL ADDRESS:
STREET 1: 435 ERICKSEN AVE
STREET 2: SUITE 308250
CITY: BAINBRIDGE ISLAND
STATE: WA
ZIP: 98110
FORMER COMPANY:
FORMER CONFORMED NAME: 7GC & Co. Holdings Inc.
DATE OF NAME CHANGE: 20200924
4
1
form4.xml
X0508
4
2024-01-30
0001826011
Banzai International, Inc.
BNZI
0001826010
7GC & Co. Holdings LLC
C/O 7GC & CO. HOLDINGS LLC
388 MARKET STREET, SUITE 1300
SAN FRANCISCO
CA
94111
true
true
See Remarks
0001789399
Beck Milton Joseph
C/O 7GC & CO. HOLDINGS LLC
388 MARKET STREET, SUITE 1300
SAN FRANCISCO
CA
94111
true
0001789408
Hennessy Thomas D
C/O 7GC & CO. HOLDINGS LLC
388 MARKET STREET, SUITE 1300
SAN FRANCISCO
CA
94111
true
0001789401
Leeney Jack
C/O 7GC & CO. HOLDINGS INC.
388 MARKET STREET, SUITE 1300
SAN FRANCISCO
CA
94111
true
true
false
Promissory Notes
2.8632
2024-01-30
4
A
0
2550000
A
2024-01-30
Class A Common Stock
890611
2550000
D
These promissory notes have no expiration date.
On December 12, 2023, in connection with the Issuer's business combination, 7GC & Co. Holdings LLC (the "Sponsor") came to a non-binding agreement with the Issuer to amend the optional conversion provision of certain unsecured promissory notes issued by the Issuer to the Sponsor, pursuant to which the Issuer may borrow up to $2,550,000 from the Sponsor, to provide that the Sponsor has the right to elect to convert up to the full amount of the principal balance of these promissory notes, in whole or in part, 30 trading days after the closing of the Issuer's business combination (the "Closing") at a conversion price equal to the average daily volume weighted average price of the Issuer's Class A Common Stock for the 30 trading days following the Closing.
These securities are directly owned by the Sponsor. Each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck is a managing member of one of the managing members of the Sponsor. As such, each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Mr. Jack Leeney serves on the Issuer's Board of Directors (the "Board") as a representative of the Sponsor. By virtue of such representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor may be deemed to be a director of the Issuer by deputization.
/s/ Jack Leeney, Managing Member of 7GC & Co. Holdings LLC
2024-02-01
/s/ M. Joseph Beck
2024-02-01
/s/ Thomas D. Hennessy
2024-02-01
/s/ Jack Leeney
2024-02-01