0000905148-23-001669.txt : 20231219
0000905148-23-001669.hdr.sgml : 20231219
20231219060730
ACCESSION NUMBER: 0000905148-23-001669
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231214
FILED AS OF DATE: 20231219
DATE AS OF CHANGE: 20231219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Davy Joseph P.
CENTRAL INDEX KEY: 0002003684
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39826
FILM NUMBER: 231495550
MAIL ADDRESS:
STREET 1: 435 ERICKSEN AVE, SUITE 250
CITY: BAINBRIDGE ISLAND
STATE: WA
ZIP: 98110
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
0002003684
Davy Joseph P.
C/O BANZAI INTERNATIONAL, INC.
435 ERICKSEN AVE NE, SUITE 250
BAINBRIDGE ISLAND
WA
98110
true
true
true
Chief Executive Officer
false
Class B Common Stock
2023-12-14
4
A
0
2311134
0
A
Class A Common Stock
2311134
2311134
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 B common stock of the Issuer ("Class B Common Stock") in exchange for shares of Class B common stock of Banzai held immediately prior to the Closing, which were automatically converted into a number of shares of Class B Common Stock equal to (i) the 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.
The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the Reporting Person, and will be automatically converted upon (i) a transfer by the Reporting Person (other than a permitted transfer), (ii) the determination of the Issuer's board of directors 90 days after the earliest of (A) termination for cause or due to death or permanent disability, (B) resignation, or (C) the Reporting Person no longer being a member of the board. These shares of Class B Common Stock have no expiration date.
/s/ Mark Musburger, Attorney-in-Fact
2023-12-18