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