0000905148-23-001656.txt : 20231218
0000905148-23-001656.hdr.sgml : 20231218
20231218215650
ACCESSION NUMBER: 0000905148-23-001656
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: Ward Mason
CENTRAL INDEX KEY: 0002003478
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 231495493
MAIL ADDRESS:
STREET 1: 435 ERICKSEN AVE, SUITE 250
CITY: BAINBRIDGE ISLAND
STATE: WA
ZIP: 98110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Alco Investment Co
CENTRAL INDEX KEY: 0002003690
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: 231495492
BUSINESS ADDRESS:
STREET 1: 24702 72ND AVENUE SOUTH
CITY: KENT
STATE: WA
ZIP: 98302
BUSINESS PHONE: 253-620-3755
MAIL ADDRESS:
STREET 1: 24702 72ND AVENUE SOUTH
CITY: KENT
STATE: WA
ZIP: 98302
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
0001826011
Banzai International, Inc.
BNZI
0002003478
Ward Mason
C/O BANZAI INTERNATIONAL, INC.
435 ERICKSEN AVE NE, SUITE 250
BAINBRIDGE ISLAND
WA
98110
true
true
true
See Remarks
0002003690
Alco Investment Co
C/O BANZAI INTERNATIONAL, INC.
435 ERICKSEN AVE NE, SUITE 250
BAINBRIDGE ISLAND
WA
98110
true
true
true
See Remarks
false
Class A Common Stock
2023-12-14
4
A
0
25170
A
25170
D
Class A Common Stock
2023-12-14
4
A
0
1571261
A
1571261
I
See Footnote
Class A Common Stock
2023-12-14
4
A
0
825000
A
2396261
I
See Footnote
Warrant (Right to Buy)
11.5
2023-12-14
4
A
0
353248
0
A
Class A Common Stock
353248
353248
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, the Reporting Person acquired these shares of Class A common stock of the Issuer ("Class A Common Stock") in exchange for shares of Class A common stock of Banzai held immediately prior the Closing, which were automatically converted into a number of shares of Class A Common Stock equal to (i) Per Share Value (as defined in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on November 13, 2023) divided by (y) $10.00 per share pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
Shares held directly by ALCO Investment Company ("ALCO"). Mason Ward is the Chief Financial Officer of ALCO and a member of the investment committee, in such capacity, may be deemed to have investment control over the shares held by ALCO. Mason Ward disclaims beneficial ownership over the securities held by ALCO except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that Mason Ward is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
At the Closing, ALCO received these shares of Class A Common Stock in connection with 7GC & Co. Holdings LLC's forfeiture of the same amount of Class B common stock of the Issuer pursuant to share purchase agreements with 7GC & Co. Holdings LLC.
These warrants become exercisable 30 days after the Closing and will expire five years from the date of Closing.
ALCO Investment Company may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Exchange Act by virtue of the fact that Mason Ward currently serves on the Issuer's board of directors.
/s/ Mason Ward
2023-12-18
/s/ Mason Ward, Chief Financial Officer for ALCO Investment Company
2023-12-18