0000905148-23-001650.txt : 20231218
0000905148-23-001650.hdr.sgml : 20231218
20231218210541
ACCESSION NUMBER: 0000905148-23-001650
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231218
DATE AS OF CHANGE: 20231218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schofield Kent
CENTRAL INDEX KEY: 0001837006
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 231495425
MAIL ADDRESS:
STREET 1: 388 MARKET STREET, SUITE 1300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
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
2023-12-14
true
0001826011
Banzai International, Inc.
BNZI
0001837006
Schofield Kent
388 MARKET STREET, SUITE 1300
SAN FRANCISCO
CA
94111
true
false
Class A Common Stock
2023-12-14
4
M
0
25000
A
25000
D
Class B Common Stock
2023-12-14
4
M
0
25000
0
D
Class A Common Stock
25000
0
D
Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)
(Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.
At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.
In light of the Reporting Person's membership interest in 7GC & Co. Holdings LLC, the Reporting Person also has an indirect but nonreportable pecuniary interest in certain shares of Class A Common Stock and Class B Common Stock held directly by 7GC & Co. Holdings LLC, over which the Reporting Person does not have voting or dispositive control.
/s/ Kent Schofield
2023-12-18