United States securities and exchange commission logo





                              September 27, 2023

       Jack Leeney
       Chief Executive Officer
       7GC & Co. Holdings Inc.
       388 Market Street, Suite 1300
       San Francisco, CA 94111

                                                        Re: 7GC & Co. Holdings
Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed August 31,
2023
                                                            File No. 333-274278

       Dear Jack Leeney:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Cover Page

   1.                                                   Please disclose on the
cover page that your offering is contingent upon final approval of
                                                        your NASDAQ listing.
Also, discuss the dual class structure and differing voting rights of
                                                        each class of stock
that are expected to be in place after the business combination.
                                                        Highlight that the dual
class structure will have the effect of concentrating voting control
                                                        with New Banzai's CEO.
Additionally, if you will be considered a controlled company,
                                                        please include
disclosure of your controlled company status on the cover page and state
                                                        whether you intend to
rely on exemptions from listing standards as a controlled company.
 Jack Leeney
FirstName
7GC & Co.LastNameJack
           Holdings Inc. Leeney
Comapany 27,
September Name7GC
              2023 & Co. Holdings Inc.
September
Page 2    27, 2023 Page 2
FirstName LastName
Notice of Special Meeting in Lieu of 2023 Annual Meeting of Stockholders, page
iii

2.       We note in your reference to Proposals 2A, B, C, D, and E in the
summary of Proposal
         No. 3G. However, Proposal 2 does not appear to be broken down into sub
parts. Please
         revise to address this inconsistency or advise.
Questions and Answers
Why is 7GC proposing the Business Combination?, page xx

3.       We note that one of the potentially material negative factors the
board considered in
         evaluating the business combination is that a significant number of
7GC stockholders may
         elect to redeem their public shares prior to the consummation of the
Business
         Combination. To provide context for investors, wherever you discuss
the possibility of
         redemptions, please disclose the number of shares that have already
been redeemed by
         your stockholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 74

4.       Please revise here to include a discussion, similar to your
disclosures on page 132, of the
         various factors considered in determining that the Business
Combination should be
         accounted for as a reverse recapitalization. Ensure you address the
fact that Banzai's
         existing shareholders will have the greatest voting interest in new
Banzai due to the dual
         class structure.
5.       Revise the column headers in the pro forma financial statements to
refer to Transaction
         Accounting Adjustments and Pro Forma Combined assuming "no" or "no
further"
         redemptions rather than "minimum" redemptions as currently disclosed.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page
83

6.       Please tell us, and revise to clarify, how you determined that Banzai
will draw down $40.0
         million under the terms of the GEM Agreement. Also, you state in pro
forma adjustment
         A that such shares will be issued over a specified time period
pursuant to the terms of the
         GEM Agreement. Revise to include a discussion of the amount and timing
for each
         tranche.
7.       We note that pro forma adjustment H reflects a reduction in current
liabilities for the
         repayment of $2.3 million of 7GC Promissory Notes outstanding at June
30, 2023. Please
         revise to clarify how such payment was made and tell us where the
offsetting amount is
         reflected in the pro forma financial statements.
 Jack Leeney
FirstName
7GC & Co.LastNameJack
           Holdings Inc. Leeney
Comapany 27,
September Name7GC
              2023 & Co. Holdings Inc.
September
Page 3    27, 2023 Page 3
FirstName LastName
8.       We note that Banzai's CEO and co-founder will receive shares of New
Banzai Class B
         common stock, which entitles the holder to 10 votes per share. Please
tell us whether the
         Class B common stock held by Mr. Davy prior to the merger carried
different voting
         rights than the Class A common shares and provide us with the
percentage of voting
         control held by Mr. Davy prior to the merger. Also, tell us how you
considered whether
         Mr. Davy's voting rights in New Banzai constituted a modification to
the founder   s equity
         and whether you intend to record additional compensation expense as a
result of such
         modification. Refer to ASC 718-20-35-2A. If so, please revise to
include the necessary
         pro forma adjustment to reflect such expense.
9.       You state that pro forma adjustment G assumes a scenario in which
3,329,638 public
         shares are redeemed for $35.2 million. Please explain why the
transaction adjustment
         under the maximum redemption scenario in the pro forma balance sheet
includes an
         adjustment for only ($35,205) or revise. In addition, provide us with
the calculations that
         support the $35,205,207 in pro forma cash and cash equivalents under
the minimum
         redemption scenario after giving effect to pro forma adjustments A, B,
E and I, and ensure
         the amounts in this minimum redemption column foot.
Information about Banzai
Market Size, page 188

10.      Please disclose how Winterberry calculated Banzai's total addressable
market and
         serviceable addressable market. Disclose any material assumptions and
limitations
         associated with the estimates. Also, file Winterberry's consent as an
exhibit to the
         registration statement or tell us why a consent is not required. See
Securities Act Rule
         436.
Banzai Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business Metrics, page 195

11.      Please revise to provide quantified information for each of the key
business metrics
         discussed here for each period presented. Refer to SEC Release No.
33-10751.
Executive and Director Compensation of Banzai
Employment Arrangements, page 219

12.      We note that prior to the consummation of the Business Combination,
you expect to enter
         into employment agreements with Mr. Davy, Mr. Baumer, Ms. Levesque,
and
         Ms. Stanley. Please confirm that you will file such agreements as
exhibits to the
         registration statement when available. Refer to Item
601(b)(10)(iii)(A) of Regulation S-K.
 Jack Leeney
FirstName
7GC & Co.LastNameJack
           Holdings Inc. Leeney
Comapany 27,
September Name7GC
              2023 & Co. Holdings Inc.
September
Page 4    27, 2023 Page 4
FirstName LastName
Beneficial Ownership of Securities, page 228

13.      Please revise your beneficial ownership table to disclose the Banzai
securities beneficially
         owned before the offering or tell us why you believe you are not
required to do so. Refer
         to Item 403 of Regulation S-K.
Consolidated Financial Statements of Banzai International, Inc.
Note 6. Revenue, page F-100

14.      We note your reference to both annual and multi-year contracts on page
F-106. Please tell
         us the percentage of revenue generated from each of annual and
multi-year contracts for
         the periods presented. Also, tell us how you considered the disclosure
requirements of
         ASC 606-10-50-13 and 50-14 and revise as necessary.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Chen Chen, Senior Staff Accountant, at (202) 551-7351
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Kyle Wiley,
Staff Attorney, at
(202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Mike Heinz