0001193125-23-250036.txt : 20231003 0001193125-23-250036.hdr.sgml : 20231003 20231003172509 ACCESSION NUMBER: 0001193125-23-250036 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 63 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 7GC & Co. Holdings Inc. CENTRAL INDEX KEY: 0001826011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-274278 FILM NUMBER: 231305531 BUSINESS ADDRESS: STREET 1: 188 KING STREET STREET 2: SUITE 308 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4156303148 MAIL ADDRESS: STREET 1: 188 KING STREET STREET 2: SUITE 308 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 S-4/A 1 d441541ds4a.htm S-4/A S-4/A
Table of Contents
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As filed with the Securities and Exchange Commission on October 3, 2023
Registration
No. 
333-
274278
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT
NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
7GC & Co. Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
 
6770
 
85-3118980
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
388 Market Street,
Suite 1300
San Francisco,
CA
94111
Telephone:
628-
400-9284
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
Jack Leeney
Chairman and Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street,
Suite 1300
San Francisco,
CA
94111
Telephone:
628-
400-9284
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
Alan Hambelton
Garth Osterman
Julia Stark
Cooley LLP
1700 Seventh Avenue, Suite 1900
Seattle, Washington 98101-1355
Tel: (206)
452-8700
 
Michael P. Heinz
Joshua G. DuClos
Jocelyne E. Kelly
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
Tel: (312)
853-7000
 
 
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting”, and “emerging growth” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer
 
  
Accelerated filer
 
Non-accelerated filer
 
  
Smaller reporting company
 
 
  
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender
Offer
)  ☐
Exchange Act Rule
14d-l(d)
(Cross-Border Third-Party Tender Offer) 
 ☐
 
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.
 
 


Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

DATED OCTOBER 3, 2023, SUBJECT TO COMPLETION

7GC & CO. HOLDINGS INC.

388 Market Street, Suite 1300

San Francisco, CA 94111

Dear Stockholders of 7GC & Co. Holdings Inc.:

On December 8, 2022, 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”), by and among Banzai International, Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between 7GC and Banzai (the “Amendment” and together with the Original Merger Agreement, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai (the “First Merger”), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of 7GC (the “Surviving Corporation”), and, (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of 7GC. At the closing of the Business Combination, 7GC will change its name to Banzai International, Inc. (“New Banzai”), and its Class A common stock is expected to be listed on The Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “BNZI”. It is a condition to the consummation of the Merger Agreement that the Class A common stock, par value $0.0001 per share (“New Banzai Class A Shares”), of New Banzai has been listed on Nasdaq, subject to official notice of issuance.

The aggregate consideration payable to securityholders of Banzai at the closing of the Transactions (the “Closing”) will consist of a number of newly issued New Banzai Class A Shares of 7GC (“7GC Class A Common Stock”) or a number of newly issued shares of Class B common stock, par value $0.0001 per share (“New Banzai Class B Shares”), of 7GC (“7GC Class B Common Stock”), and cash in lieu of any fractional New Banzai Class A Shares or New Banzai Class B Shares that would otherwise be payable to any Banzai securityholders, equal to $100,000,000.

At the effective time of the First Merger (the “First Effective Time”), each outstanding share of Class A common stock of Banzai, par value $0.0001 per share (the “Banzai Class A Common Stock”), including each of the outstanding shares of preferred stock, par value $0.0001 per share, of Banzai that will have been converted into Banzai Class A Common Stock immediately prior to the First Effective Time, and each outstanding share of Class B common stock of Banzai par value $0.0001 per share (the “Banzai Class B Common Stock”) (in each case, other than dissenting shares and any shares held in the treasury of Banzai) shall be cancelled and converted into the right to receive a number of New Banzai Class A Shares or New Banzai Class B Shares, respectively, equal to (x) the Per Share Value (as defined below) divided by (y) $10.00 (the “Exchange Ratio”). “Per Share Value” equals (i) an amount equal to $100,000,000, payable in New Banzai Class A Shares or New Banzai Class B Shares, as applicable (the “Total Consideration”), divided by (ii) (A) the total number of shares of Banzai Class A Common Stock and Banzai Class B Common Stock issued and outstanding as of immediately prior to the First Effective Time, (B) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon full exercise of options of Banzai to purchase Banzai Class A Common Stock (the “Banzai Options”) issued, outstanding, and vested immediately prior to the First Effective Time, (C) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon conversion of certain senior convertible notes outstanding as of immediately prior to the First Effective Time at the applicable conversion price, (D) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon conversion of all of the outstanding principal and interest under certain subordinated convertible promissory notes as of immediately prior to the First Effective Time at the applicable conversion price, and (E) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon conversion of the SAFE Purchase Amount (as defined herein) under each SAFE Right (as defined herein) as of immediately prior to the First Effective Time at the applicable SAFE Conversion Price (as defined herein). See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal” on page 87 of the accompanying proxy statement/prospectus for further information on the consideration payable to Banzai securityholders.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Second Merger (the “Second Effective Time”), each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and no consideration shall be delivered therefor.

7GC’s units, Class A common stock and public warrants are currently listed on Nasdaq, under the symbols “VIIAU,” “VII,” and “VIIAW,” respectively. 7GC has applied to continue the listing of its Class A common stock and public warrants on Nasdaq under the symbols “BNZI” and “BNZIW,” respectively, upon the Closing. At the Closing, each of 7GC’s units will separate into its component parts consisting of one share of 7GC’s Class A common stock and one-half of one of 7GC’s public warrants and, as a result, will no longer trade as a separate security.

Following the completion of the Closing, New Banzai will have two classes of authorized and outstanding common stock. Each New Banzai Class A Share and New Banzai Class B Share entitles its holder to one vote and ten votes, respectively, on all matters presented to our stockholders generally. New Banzai’s dual class common stock structure will have the effect of concentrating more than 50% of voting power with New Banzai’s Chief Executive Officer and Co-Founder, Joseph Davy, and his affiliates and permitted transferees which limits an investor’s ability to influence the outcome of important transactions, including a change in control. As a result, at Closing, New Banzai will be considered a “controlled company” within the meaning of Nasdaq corporate governance listing standards and will qualify for, and if New Banzai so elects, may rely on exemptions from certain Nasdaq corporate governance listing standards. However, New Banzai currently does not intend to avail itself of the controlled company exemption under the Nasdaq corporate governance standards. At Closing, New Banzai will issue     shares of New Banzai Class A Shares and     shares of New Banzai Class B Shares, which immediately after the Closing will represent in the aggregate  % and  % of our total outstanding shares of common stock, respectively.

7GC will hold a special meeting of its stockholders in lieu of its 2023 annual meeting of stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. 7GC and Banzai cannot complete the Business Combination unless 7GC’s stockholders consent to the approval of the Merger Agreement and the Transactions, including the issuance of New Banzai Class A Shares and New Banzai Class B Shares to be issued as the merger consideration. 7GC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

The Special Meeting will be held virtually via live webcast at    , Eastern Time, on    , 2023. As such, 7GC stockholders may attend the Special Meeting by visiting the Special Meeting website at    , where you will be able to listen to the meeting live and vote during the meeting.


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After careful consideration, the 7GC board of directors has unanimously approved the Business Combination and unanimously recommends that stockholders vote “FOR” the adoption of the Business Combination Proposal (as defined in the accompanying proxy statement/prospectus) and “FOR” all other proposals to be presented to 7GC’s stockholders at the Special Meeting. When you consider the recommendation of these proposals by the 7GC board of directors, you should keep in mind that 7GC’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Charter Proposals (as defined in the accompanying proxy statement/prospectus) requires an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class A Common Stock and 7GC Class B Common Stock (together, the “7GC Common Stock”) entitled to vote thereon, voting together as a single class, an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class A Common Stock entitled to vote thereon, voting separately as a single class, and an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class B Common Stock entitled to vote thereon, voting separately as a single class. The approval of the Business Combination Proposal, Nasdaq Proposal, Incentive Plan Proposal, ESPP Proposal, and Adjournment Proposal (each, as defined in the accompanying proxy statement/prospectus) require the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. The approval of the election of each director nominee pursuant to the Director Election Proposal (as defined in the accompanying proxy statement/prospectus) requires the affirmative vote of a plurality of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Special Meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Binding Charter Proposal (as defined in the accompanying proxy statement/prospectus), the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Advisory Charter Proposals (as defined in the accompanying proxy statement/prospectus) and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus and accompanying proxy card are being provided to 7GC’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, all of 7GC’s stockholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 29 of the accompanying proxy statement/prospectus.

If you have any questions regarding the accompanying proxy statement/consent solicitation statement/prospectus, you may contact Morrow Sodali LLC, 7GC’s proxy solicitor, by calling (800) 662-5200, or by emailing vii.info@investor.morrowsodali.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST IDENTIFY YOURSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS TO 7GC’S TRANSFER AGENT AND DEMAND IN WRITING THAT YOUR SHARES OF 7GC CLASS A COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO 7GC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of 7GC’s board of directors, we would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

 

Jack Leeney

Chairman and Chief Executive Officer

7GC & Co. Holdings Inc.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated     , 2023, and is first being mailed to stockholders of 7GC on or about     , 2023.


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TABLE OF CONTENTS

 

     Page  

NOTICE OF SPECIAL MEETING IN LIEU OF 2023 ANNUAL MEETING OF STOCKHOLDERS

     iii  

REFERENCES TO ADDITIONAL INFORMATION

     viii  

TRADEMARKS

     ix  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     xv  

QUESTIONS AND ANSWERS

     xvi  

SPECIAL MEETING OF 7GC

     1  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     7  

RISK FACTORS

     29  

MARKET PRICE AND DIVIDEND INFORMATION

     74  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     75  

STOCKHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

     87  

STOCKHOLDER PROPOSAL NO. 2 — THE BINDING CHARTER PROPOSAL

     135  

STOCKHOLDER PROPOSAL NO. 3 — THE ADVISORY CHARTER PROPOSALS

     138  

STOCKHOLDER PROPOSAL NO. 4 — THE DIRECTOR ELECTION PROPOSAL

     140  

STOCKHOLDER PROPOSAL NO. 5 — THE NASDAQ PROPOSAL

     141  

STOCKHOLDER PROPOSAL NO. 6 — THE INCENTIVE PLAN PROPOSAL

     143  

STOCKHOLDER PROPOSAL NO. 7 — THE ESPP PROPOSAL

     152  

STOCKHOLDER PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

     157  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

     158  

INFORMATION ABOUT 7GC

     166  

7GC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     173  

MANAGEMENT OF 7GC

     180  

INFORMATION ABOUT BANZAI

     187  

BANZAI MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     196  

EXECUTIVE AND DIRECTOR COMPENSATION OF BANZAI

     220  

MANAGEMENT OF NEW BANZAI AFTER THE BUSINESS COMBINATION

     224  

BENEFICIAL OWNERSHIP OF SECURITIES

     230  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     235  

DESCRIPTION OF NEW BANZAI SECURITIES

     240  

COMPARISON OF STOCKHOLDER RIGHTS

     253  

SECURITIES ACT RESTRICTIONS ON RESALE OF NEW BANZAI SECURITIES

     259  

SUBMISSION OF STOCKHOLDER PROPOSALS

     261  

FUTURE STOCKHOLDER PROPOSALS

     262  

DELIVERY OF DOCUMENTS TO STOCKHOLDERS/HOUSEHOLDING

     263  

OTHER STOCKHOLDER COMMUNICATIONS

     264  

LEGAL MATTERS

     265  

EXPERTS

     266  

WHERE YOU CAN FIND MORE INFORMATION

     267  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

ANNEX A-1 – ORIGINAL MERGER AGREEMENT

     A-1  

ANNEX A-2 – AMENDMENT

     A-2  

ANNEX B – SPONSOR SUPPORT AGREEMENT

     B-1  

ANNEX C – A&R COMPANY SUPPORT AGREEMENT

     C-1  

ANNEX D – FORM OF LOCK-UP AGREEMENT

     D-1  

ANNEX E – FORM OF A&R REGISTRATION RIGHTS AGREEMENT

     E-1  

 

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7GC & CO. HOLDINGS INC.

A Delaware Corporation

388 Market Street, Suite 1300

San Francisco, CA 94111

NOTICE OF SPECIAL MEETING IN LIEU OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON      , 2023

TO THE STOCKHOLDERS OF 7GC & CO. HOLDINGS INC.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of 2023 annual meeting of stockholders (the “Special Meeting”) of 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), will be held virtually via live webcast, at    , on    , 2023. As such, 7GC stockholders may attend the Special Meeting by visiting the Special Meeting website at   , where they will be able to listen to the meeting live and vote during the meeting. We are pleased to utilize virtual stockholder meeting technology to provide ready access and cost savings for 7GC stockholders. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 8, 2022, by and among 7GC, Banzai International, Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between 7GC and Banzai (the “Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”), and the transactions contemplated by the Merger Agreement (the “Transactions”), including the Mergers (as defined herein), as more fully described elsewhere in the accompanying proxy statement/prospectus (the “Business Combination Proposal”);

Proposal No. 2The Binding Charter Proposal — to consider and vote upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of 7GC (the “Proposed Charter”), the full text of which is attached to the accompanying proxy statement/prospectus as Annex H, which will replace 7GC’s current amended and restated certificate of incorporation (the “Existing Charter”) and will be in effect upon the Closing (the “Binding Charter Proposal”);

Proposal No. 3 The Advisory Charter Proposals — to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the “Advisory Charter Proposals” and, together with the Binding Charter Proposal, the “Charter Proposals”):

 

   

Proposal No. 3A — to increase the authorized shares of New Banzai Common Stock (as defined herein) to 275,000,000 shares, consisting of 250,000,000 New Banzai Class A Shares (as defined herein) and 25,000,000 New Banzai Class B Shares (as defined herein), and authorized shares of New Banzai Preferred Stock (as defined herein) to 75,000,000 (“Proposal No. 3A”);

 

   

Proposal No. 3B — to provide that the holders of New Banzai Class A Shares will be entitled to cast one vote per New Banzai Class A Share, and holders of New Banzai Class B Shares will be entitled to cast ten votes per New Banzai Class B Share on each matter properly submitted to the stockholders entitled to vote thereon (“Proposal No. 3B”);

 

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Proposal No. 3C — to require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision in Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares (“Proposal No. 3C”);

 

   

Proposal No. 3D — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai (as defined herein) entitled to vote on the election of directors to alter, amend, or repeal the proposed Amended and Restated Bylaws, the full text of which are attached to the accompanying proxy statement/prospectus as Annex I (the “Proposed Bylaws”) (“Proposal No. 3D”);

 

   

Proposal No. 3E — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote thereon to alter, amend, or repeal Articles V, VI, VII, and VIII of the Proposed Charter (“Proposal No. 3E”);

 

   

Proposal No. 3F — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to remove a director with cause (“Proposal No. 3F”); and

 

   

Proposal No. 3G — to approve and adopt the Proposed Charter that includes the approval of Proposals 3A, B, C, D, E and F and provides for certain additional changes, including changing 7GC’s name from “7GC & Co. Holdings Inc.” to “Banzai International, Inc.” and eliminate the provisions relating to 7GC’s status as a blank check company, which the 7GC Board believes are necessary to adequately address the needs of New Banzai immediately following the consummation of the Business Combination (as defined herein) and approval of the Proposed Charter (“Proposal No. 3G”);

Proposal No. 4 — The Director Election Proposal — to consider and vote upon a proposal to elect, effective at the closing of the Business Combination (the “Closing”), seven directors to serve staggered terms on the New Banzai Board (as defined herein) until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal (the “Director Election Proposal”);

Proposal No. 5 — The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Capital Market (“Nasdaq”): (i) the issuance of New Banzai Class A Shares pursuant to the Merger Agreement; and (ii) the related change of control of 7GC that will occur in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement (the “Nasdaq Proposal”);

Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the Banzai International, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan”) (the “Incentive Plan Proposal”);

Proposal No. 7 — The ESPP Proposal — to consider and vote upon a proposal to approve the Banzai International, Inc. 2023 Employee Stock Purchase Plan (the “ESPP”) (the “ESPP Proposal”); and

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or votes for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 7GC stockholders (the “Adjournment Proposal”).

Each of Proposals No. 1, 2, 4, 5, 6, and 7 (the “Condition Precedent Proposals”) is cross-conditioned on the approval of the others. Proposals No. 3 and 8 are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

 

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Only holders of record of Class A common stock, par value $0.0001 per share, of 7GC (the “7GC Class A Common Stock”) and Class B common stock, par value $0.0001 per share, of 7GC (the “7GC Class B Common Stock,” and together with the 7GC Class A Common Stock, the “7GC Common Stock”) at the close of business on    , 2023 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The accompanying proxy statement/prospectus and accompanying proxy card is being provided to 7GC’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, all of 7GC’s stockholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 29 of the accompanying proxy statement/prospectus.

After careful consideration, 7GC’s board of directors (the “7GC Board”) has unanimously approved the Business Combination and unanimously recommends that stockholders vote “FOR” the adoption of the Business Combination Proposal and “FOR” all other proposals to be presented to 7GC’s stockholders at the Special Meeting. When you consider the recommendation of these proposals by the 7GC Board, you should keep in mind that 7GC’s directors and officers have interests therein that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Charter, a holder of public shares (as defined herein) originally sold as part of the units issued in 7GC’s initial public offering (the “IPO”) may request of 7GC that 7GC redeem all or a portion of its public shares for cash, out of funds legally available therefor, if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

(a) hold public shares, or (b) if you hold public shares through 7GC Units (as defined herein), you elect to separate your 7GC Units into the underlying public shares and public warrants (as defined herein) prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental Stock Transfer & Trust (“Continental”), 7GC’s transfer agent, in which you (a) request that 7GC redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and

 

  (iii)

deliver your public shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on     , 2023 (two business days before the Special Meeting) in order for their public shares to be redeemed.

Holders of units must elect to separate their units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate their units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. Holders may elect to redeem public shares regardless of how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares submitted for redemption will be returned to the respective holder, broker, or bank.

If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, 7GC will

 

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redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of    , 2023, this would have amounted to approximately $    per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own shares of 7GC Class A Common Stock. Public shares will be redeemed immediately after consummation of the Business Combination. See the section titled “Special Meeting of 7GC — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of 7GC. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of 7GC.

7GC & Co. Holdings LLC, a Delaware limited liability company and stockholder of 7GC (the “Sponsor”), and each officer and director of 7GC (together with the Sponsor, the “Sponsor Persons”) have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. The shares of 7GC Common Stock held by the Sponsor Persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 shares of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements (as defined herein)), and 100,000 of which, in the aggregate, are held by the independent directors).

The approval of the Charter Proposals requires an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Common Stock entitled to vote thereon, voting together as a single class, an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class A Common Stock entitled to vote thereon, voting separately as a single class, and an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class B Common Stock entitled to vote thereon, voting separately as a single class. The approval of the Business Combination Proposal, Nasdaq Proposal, Incentive Plan Proposal, ESPP Proposal, and Adjournment Proposal require the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. In most cases you may vote by telephone or over the Internet as instructed. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

 

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If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the Special Meeting, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. A broker non-vote will not count as a vote cast at the Special Meeting. A broker non-vote with respect to some, but not all, of the proposals to be presented at the Special Meeting will be considered present for purposes of establishing a quorum. If you are a stockholder of record and you attend the Special Meeting and wish to vote, you may withdraw your proxy and vote virtually.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the annexes and other documents referred to herein. If you have any questions or need assistance voting your shares of 7GC Common Stock, please contact Morrow Sodali LLC, 7GC’s proxy solicitor (the “Proxy Solicitor”), by calling (800) 662-5200, or by emailing vii.info@investor.morrowsodali.com, or banks and brokers can call collect at (203) 658-9400.

Thank you for your participation. We look forward to your continued support.

 

By Order of the 7GC Board,

 

Jack Leeney

Chairman and Chief Executive Officer

7GC & Co. Holdings Inc.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO 7GC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the United States Securities and Exchange Commission (“SEC”) website at www.sec.gov. You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning 7GC, without charge, by written request to 7GC at 7GC & Co. Holdings Inc., 388 Market Street, Suite 1300, San Francisco, CA 94111, or by telephone request at (628) 400-9284; or the Proxy Solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing vii.info@investor.morrowsodali.com; or from the SEC through the SEC website at the address provided above.

In order for 7GC’s stockholders to receive timely delivery of the documents in advance of the Special Meeting to be held on    , 2023, you must request the information no later than   , 2023 (five business days prior to the date of the Special Meeting).

 

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TRADEMARKS

This document contains references to trademarks, trade names, and service marks belonging to other entities. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Neither 7GC nor Banzai intends its use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it, by any other companies.

 

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

   

“7GC” and, except as otherwise noted, “we,” “us,” and “our,” are to 7GC & Co. Holdings Inc., a Delaware corporation;

 

   

“7GC Preferred Stock” are to shares of preferred stock of 7GC, par value $0.0001 per share;

 

   

“7GC Private Placement Warrants” are to the 7,350,000 7GC Warrants that were issued to the Sponsor in a private placement (the “Private Placement”) in connection with the IPO;

 

   

“7GC Public Warrants” or “public warrants” are to the 11,500,000 7GC Warrants, a fraction equal to one-half of which was included in each unit sold as part of the IPO, and which are issued and outstanding immediately prior to the First Effective Time;

 

   

“7GC Units” or “units” are to each issued and outstanding unit of 7GC prior to the First Effective Time;

 

   

“7GC Warrants” are to warrants to purchase one share of 7GC Class A Common Stock at an exercise price of $11.50;

 

   

“A&R Company Support Agreement” are to that certain amended and restated support agreement, dated as of August 4, 2023, by and between Banzai and certain stockholders of Banzai set forth on Schedule I thereto (each a “Banzai Stockholder” and, collectively, the “Banzai Stockholders”), a copy of which is attached to this proxy statement/prospectus as Annex C and which agreement amended and restated the Original Company Support Agreement (as defined herein) in its entirety;

 

   

“A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at the Closing by and among New Banzai, the Sponsor, other Pre-IPO Holders (as defined therein), and certain persons receiving shares of New Banzai Common Stock pursuant to the Mergers, the form of which is attached to this proxy statement/prospectus as Annex E;

 

   

“Ancillary Documents” are to the Merger Agreement, the A&R Registration Rights Agreement, the Lock-up Agreements, the A&R Company Support Agreement, the Sponsor Support Agreement, each letter of transmittal and each other agreement, document, instrument and/or certificate contemplated by the Merger Agreement to be executed in connection with the transactions contemplated thereby;

 

   

“Banzai Class A Common Stock” are to shares of Class A common stock of Banzai, par value $0.0001 per share;

 

   

“Banzai Class B Common Stock” are to shares of Class B common stock of Banzai, par value $0.0001 per share;

 

   

“Banzai Common Stock” are to shares of Banzai Class A Common Stock and shares of Banzai Class B Common Stock, collectively;

 

   

“Banzai Management Stockholders” are to Joseph Davy, Simon Baumer, Mark Musburger, Rachel Stanley, and Ashley Levesque;

 

   

“Business Combination” are to the combination of 7GC, Banzai, First Merger Sub, and Second Merger Sub pursuant to the transactions provided for and contemplated in the Merger Agreement;

 

   

“Code” are to the Internal Revenue Code of 1986, as amended;

 

   

“Company Expenses” are to, without duplication, the aggregate unpaid amount due and payable as of the Second Effective Time by any Banzai or its subsidiaries, for (i) out-of-pocket fees, costs and expenses incurred in connection with the negotiation, preparation or execution of the Merger

 

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Agreement or any Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (including the fees and expenses of outside legal counsel, accountants, advisors, investment bankers, brokers, consultants or other agents (including, for the avoidance of doubt, to perform any compensation studies)), (ii) the cost of the Company D&O Tail Policy (as defined in the Merger Agreement) to be obtained pursuant to Section 5.5 of the Merger Agreement, (iii) the costs and expenses of any consultant or advisor engaged to prepare a compensation study in connection with implementation of the New Incentive Plan (as defined in the Merger Agreement), (iv) any filing fee to be paid pursuant to the HSR Act, (v) the filing fee to be paid for the Registration Statement / Proxy Statement, and (vi) any other fees, expenses, commissions or other amounts that are expressly allocated to any Banzai or its subsidiaries, or the Pre-Closing Holders pursuant to the Merger Agreement or any Ancillary Document, in each case as of the Second Effective Time.

 

   

“Conversion Amount” are to with respect to each Senior Convertible Note means, on any date of determination, the outstanding principal, accrued and unpaid interest, and all fees and other obligations then payable in respect of such Senior Convertible Note;

 

   

“DGCL” are to the General Corporation Law of the State of Delaware;

 

   

“Exchange Ratio” are to the quotient obtained by dividing (i) the Per Share Value by (ii) $10.00;

 

   

“Existing Banzai Securityholders” are to the holders of Banzai’s securities immediately prior to the Closing;

 

   

“Existing Organizational Documents” are to 7GC’s Bylaws, dated as of September 18, 2020, and the Existing Charter;

 

   

“Extension” are to the extension of the date by which 7GC must consummate its initial business combination from December 28, 2022 to June 28, 2023, or such earlier date as determined by the 7GC Board, approved by the public stockholders at the Extension Meeting;

 

   

“Extension Meeting” are to the special meeting in lieu of an annual meeting of the stockholders of 7GC held on December 21, 2022;

 

   

“First Effective Time” are to the time at which the First Merger shall become effective in accordance with the terms of the Merger Agreement;

 

   

“First Merger” are to the merger of First Merger Sub with and into Banzai, with Banzai as the Surviving Corporation, in accordance with the terms and subject to the conditions set forth in the Merger Agreement;

 

   

“founder shares” are to the shares of 7GC Class B Common Stock initially purchased by the Sponsor in a private placement prior to the IPO;

 

   

“GAAP” are to accounting principles generally accepted in the United States of America;

 

   

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

 

   

“IPO registration statement” are to the Registration Statement on Form S-1 (333-251162) filed by 7GC in connection with its IPO, which became effective on December 22, 2020;

 

   

“IRS” are to the U.S. Internal Revenue Service;

 

   

“Lock-up Agreements” are to those certain lock-up agreements between New Banzai and certain stockholders of Banzai to be entered into at Closing, a copy of the form of which is attached to this proxy statement/prospectus as Annex D;

 

   

“Mergers” are to the First Merger and the Second Merger, together;

 

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“New Award Grants” are to equity awards to be issued to employees and management of New Banzai under the Equity Incentive Plan;

 

   

“New Banzai” are to 7GC immediately following the consummation of the Business Combination and approval of the Proposed Charter;

 

   

“New Banzai Board” are to the board of directors of New Banzai following the consummation of the Business Combination and the election of directors pursuant to the Director Election Proposal;

 

   

“New Banzai Common Stock” are to the New Banzai Class A Shares and the New Banzai Class B Shares, collectively, following the consummation of the Business Combination and approval of the Proposed Charter;

 

   

“New Banzai Class A Shares” are to shares of Class A common stock of New Banzai, par value $0.0001 per share, following the consummation of the Business Combination and approval of the Proposed Charter;

 

   

“New Banzai Class B Shares” are to shares of Class B common stock of New Banzai, par value $0.0001 per share, following the consummation of the Business Combination and approval of the Proposed Charter;

 

   

“New Banzai Preferred Stock” are to shares of preferred stock of New Banzai, par value $0.0001 per share, following the consummation of the Business Combination and approval of the Proposed Charter;

 

   

“New Banzai Warrants” are to warrants to purchase one Banzai Class A Share at an exercise price of $11.50, following the consummation of the Business Combination;

 

   

“Original Company Support Agreement” are to that certain support agreement, dated as of December 8, 2022, by and between Banzai and the Banzai Stockholders;

 

   

“Per Share Value” are to (i) an amount equal to $100,000,000, payable in New Banzai Class A Shares or New Banzai Class B Shares, as applicable, divided by (ii) (A) the total number of shares of Banzai Class A Common Stock and Banzai Class B Common Stock issued and outstanding as of immediately prior to the First Effective Time, (B) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon full exercise of options of Banzai to purchase Banzai Class A Common Stock (the “Banzai Options”) issued, outstanding and vested immediately prior to the First Effective Time, (C) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon conversion of the Conversion Amount under each Senior Convertible Note as of immediately prior to the First Effective Time at the applicable Senior Convertible Note Conversion Price, (D) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon conversion of all of the outstanding principal and interest under each Subordinated Convertible Note as of immediately prior to the First Effective Time at the applicable Subordinated Convertible Note Conversion Price, and (E) the maximum aggregate number of shares of Banzai Class A Common Stock issuable upon conversion of the SAFE Purchase Amount under each SAFE Right as of immediately prior to the First Effective Time at the applicable SAFE Conversion Price;

 

   

“Pre-Closing Holder” are to direct or indirect securityholders of Banzai immediately prior to the First Effective Time;

 

   

“Promissory Note” are to an unsecured promissory note, dated as of December 21 2022, issued by 7GC to the Sponsor, pursuant to which 7GC may borrow up to $2,300,000 from the Sponsor;

 

   

“public shares” are to shares of 7GC Class A Common Stock (including those included in the units) that were offered and sold by 7GC in its initial public offering and registered pursuant to the IPO registration statement;

 

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“public stockholders” are to holders of public shares, whether acquired in the IPO or acquired in the secondary market;

 

 

“SAFE Conversion Price” are to, with respect to each SAFE Right, the Valuation Cap Price (as defined in each SAFE Agreement);

 

   

“SAFE Purchase Amount” are to, with respect to each SAFE Right, the Purchase Amount (as defined in the applicable SAFE Agreement that governs such SAFE Right);

 

   

“SAFE Right” are to the right of each SAFE investor to receive a portion of the Total Consideration pursuant to certain Simple Agreements for Future Equity (each, a “SAFE Agreement”);

 

   

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

   

“Second Effective Time” are to the time at which the Second Merger shall become effective in accordance with the terms of the Merger Agreement;

 

   

“Second Extension” are to the extension of the date by which 7GC must consummate its initial business combination from June 28, 2023 to December 28, 2023, or such earlier date as determined by the 7GC Board, approved by the public stockholders at the Second Extension Meeting;

 

   

“Second Extension Meeting” are to the special meeting in lieu of an annual meeting of the stockholders of 7GC held on June 26, 2023;

 

   

“Second Merger” are to the merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub as the surviving entity in accordance with the terms and subject to the conditions set forth in the Merger Agreement;

 

   

“Securities Act” are to the Securities Act of 1933, as amended;

 

   

“Senior Convertible Notes” are to the Convertible Promissory Note issued by Banzai to CP BF Lending, LLC, dated as of February 19, 2021, in the principal amount of $1,500,000, and the Convertible Promissory Note issued by Banzai to CP BF Lending, LLC, dated as of October 10, 2022, in the principal amount of $321,345.31;

 

   

“Senior Convertible Note Conversion Price” are to, with respect to each Senior Convertible Note, the Conversion Price (as defined in and determined pursuant to the terms of such Senior Convertible Note);

 

   

“Sponsor Forfeiture Agreement” are to that certain sponsor forfeiture agreement, dated as of August 4, 2023, by and between 7GC, Banzai, and the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex K;

 

   

“Sponsor Support Agreement” are to that certain agreement, dated as of December 8, 2022, by and between 7GC, Banzai, and the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex B;

 

   

“Subordinated Convertible Notes” are to the Subordinated Convertible Promissory Notes set forth in Section 1.1(a) of the Company Schedules (as defined in the Merger Agreement);

 

   

“Subordinated Convertible Note Conversion Price” are to, with respect to each Subordinated Convertible Note, the quotient obtained by dividing the Valuation Cap by the Fully Diluted Capitalization, each as defined in and determined pursuant to the terms of such Subordinated Convertible Note;

 

   

“Surviving Corporation” are to the surviving corporation of the First Merger;

 

   

“Total Consideration” are to $100,000,000, payable in New Banzai Class A Shares or New Banzai Class B Shares, as applicable;

 

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“Treasury Regulations” are to the regulations, including proposed and temporary regulations, promulgated under the Code;

 

   

“Trust Agreement” are to the Investment Management Trust Agreement, dated December 22, 2020, by and between 7GC and Continental, as trustee; and

 

   

“Working Capital Loans” are to the funds that the Sponsor or an affiliate of the Sponsor may loan to 7GC as may be required.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to shares of 7GC Class A Common Stock, public shares, 7GC Public Warrants, or 7GC Warrants include any such securities underlying the 7GC Units, as applicable.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this proxy statement/prospectus are not historical facts but are forward-looking statements, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) references with respect to the anticipated benefits of the Business Combination and anticipated closing timing; (2) the sources and uses of funds for the Business Combination, (3) the anticipated capitalization and enterprise value of the combined company following the consummation of the Business Combination; and (4) current and future potential commercial and customer relationships. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of 7GC’s and Banzai’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of 7GC and Banzai. These forward-looking statements are subject to a number of risks and uncertainties, including: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required stockholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company; failure to realize the anticipated benefits of the Business Combination; risks relating to the uncertainty of the projected financial information with respect to Banzai; Banzai’s ability to successfully and timely develop, sell and expand its technology and products, and otherwise implement its growth strategy; risks relating to Banzai’s operations and business, including information technology and cybersecurity risks, loss of customers and deterioration in relationships between Banzai and its employees; risks related to increased competition; risks relating to potential disruption of current plans, operations and infrastructure of Banzai as a result of the announcement and consummation of the Business Combination; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the amount of redemption requests made by 7GC’s stockholders; the impact of geopolitical, macroeconomic and market conditions, including the COVID-19 pandemic; the ability to successfully select, execute or integrate future acquisitions into the business, which could result in material adverse effects to operations and financial conditions; and those other factors discussed in the section titled “Risk Factors” contained in this proxy statement/prospectus. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither 7GC nor Banzai presently know or that 7GC and Banzai currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect 7GC’s and Banzai’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. 7GC and Banzai anticipate that subsequent events and developments will cause 7GC’s and Banzai’s assessments to change. However, while 7GC and Banzai may elect to update these forward-looking statements at some point in the future, 7GC and Banzai specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing 7GC’s and Banzai’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to 7GC’s stockholders. 7GC urges stockholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

You are receiving these materials because you are a stockholder of record or a beneficial holder of 7GC on   , 2023, the record date for the Special Meeting. 7GC and Banzai have agreed to a business combination through a series of transactions, including the Mergers, subject to the terms and conditions of the Merger Agreement and the Ancillary Documents. A copy of the Original Merger Agreement is attached to this proxy statement/prospectus as Annex A-1 and a copy of the Amendment is attached to this proxy statement/prospectus as Annex A-2. 7GC stockholders are being asked to consider and vote upon a proposal to approve the Business Combination and a number of other proposals. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal” for more detail.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF 7GC AND BANZAI.

 

Q:

How do I attend the meeting virtually?

 

A:

The Special Meeting will be accessible virtually via a live webcast at   , at   , Eastern Time, on    , 2023. To participate in the virtual meeting, including the voting of shares, 7GC stockholders of record will need to enter the control number shown on their proxy card.

The Special Meeting webcast will begin promptly at    , Eastern Time. 7GC stockholders are encouraged to access the Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

 

Q:

What are the transactions described in this document?

 

A:

On December 8, 2022, 7GC entered into the Original Merger Agreement, and further, on August 4, 2023, entered into the Amendment, which amended and restated certain terms and conditions of and exhibits to the Original Merger Agreement. Pursuant to the Merger Agreement, the parties thereto will enter into the Business Combination, pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai, with Banzai being the Surviving Corporation, and (ii) promptly following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger. Following the Mergers, Banzai shall continue its existence under the DGCL as a wholly owned subsidiary of 7GC. The 7GC Units, 7GC Class A Common Stock and 7GC Public Warrants are currently listed on Nasdaq, under the symbols “VIIAU,” “VII,” and “VIIAW,” respectively. 7GC has applied to continue the listing of 7GC Class A Common Stock and 7GC Public Warrants on Nasdaq under the symbols “BNZI” and “BNZIW,” respectively, upon the Closing. At the Closing, each 7GC Unit will separate into its components consisting of one share of 7GC Class A Common Stock and one-half of one 7GC Public Warrant and, as a result, will no longer trade as a separate security. At the Closing, 7GC will change its name to Banzai International, Inc.

 

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Q:

What will happen in the Mergers?

 

A:

Effect of the First Merger. On the terms and subject to the conditions set forth in the Merger Agreement, at the First Effective Time, each outstanding share of Banzai Class A Common Stock and each outstanding share of Banzai Class B Common Stock (in each case, other than dissenting shares and any shares held in the treasury of Banzai) shall be cancelled and converted into the right to receive a number of New Banzai Class A Shares or New Banzai Class B Shares, respectively, equal to the Exchange Ratio.

Treatment of Outstanding Equity Awards

In addition, as of the First Effective Time: (i) each Banzai Option, whether vested or unvested, that is outstanding immediately prior to the First Effective Time and held by a Pre-Closing Holder who is providing services to Banzai immediately prior to the First Effective Time (a “Pre-Closing Holder Service Provider”), will be assumed and converted into an option (a “7GC Option”) with respect to a number of New Banzai Class A Shares calculated in the manner set forth in the Merger Agreement; and (ii) the vested portion of each Banzai Option that is outstanding at such time and held by a Pre-Closing Holder who is not then providing services to Banzai (a “Pre-Closing Holder Non-Service Provider”) will be assumed and converted into a 7GC Option with respect to a number of New Banzai Class A Shares calculated in the manner set forth in the Merger Agreement.

Treatment of SAFE Rights

As of the First Effective Time, each SAFE Right that is outstanding immediately prior to the First Effective Time shall be cancelled and converted into and become the right to receive a number of New Banzai Class A Shares equal to (i) the SAFE Purchase Amount in respect of such SAFE Right divided by the SAFE Conversion Price in respect of such SAFE Right multiplied by (ii) the Exchange Ratio.

Treatment of Convertible Notes

As of the First Effective Time, (i) each Subordinated Convertible Note that is outstanding immediately prior to the First Effective Time will be cancelled and converted into the right to receive a number of shares of 7GC Class A Common Stock equal to (1) all of the outstanding principal and interest in respect of such Subordinated Convertible Note, divided by the Subordinated Convertible Note Conversion Price in respect of such Subordinated Convertible Note, multiplied by (2) the Exchange Ratio, and (ii) each Senior Convertible Note that is outstanding immediately prior to the First Effective Time will be cancelled and converted into the right to receive a number of New Banzai Class A Shares equal to (1) the Conversion Amount in respect of such Senior Convertible Note, multiplied by (2) the Exchange Ratio.

Effect of the Second Merger. On the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, by virtue of the Second Merger, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and no consideration shall be delivered therefor.

 

Q:

How will New Banzai be managed following the Business Combination?

 

A:

Following the Closing, it is expected that the current management of Banzai will become the management of New Banzai, and the New Banzai Board will consist of seven directors, who will be divided into three classes: (i) two Class I New Banzai directors, whose initial term shall expire at the 2024 annual meeting of the stockholders of New Banzai, (ii) two Class II New Banzai directors, whose initial term shall expire at the 2025 annual meeting of the stockholders of New Banzai, and (iii) three Class III New Banzai directors, whose initial term shall expire at the 2026 annual meeting of the stockholders of New Banzai.

Please see the section titled “Management of New Banzai after the Business Combination.”

 

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Q:

Is the completion of the Business Combination subject to any conditions?

 

A:

Yes. The respective obligations of each party to effect the Closing are subject to the fulfillment (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Merger Agreement.

The Merger Agreement provides that the obligations of the parties to consummate the Transactions are conditioned on, among other things: (i) approval of the Condition Precedent Proposals by the requisite 7GC stockholders, (ii) the expiration or termination of the waiting period under the HSR Act, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) having this proxy statement/prospectus declared effective under the Securities Act, (v) the New Banzai Class A Shares to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) 7GC having at least $5,000,001 of net tangible assets remaining after redemptions by 7GC stockholders, and (vi) customary bring-down conditions related to the representations, warranties, and pre-Closing covenants in the Merger Agreement. Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among other things, (a) 7GC having delivered to Banzai executed copies of the A&R Registration Rights Agreement and the Exchange Agent Agreement (as defined in the Merger Agreement), and evidence that the Proposed Charter has been filed with the Secretary of State of Delaware, and (b) the sum of (i)(A) the cash proceeds to be received by 7GC at Closing from the Trust Account (after, for the avoidance of doubt, giving effect to redemptions by 7GC stockholders), (B) the cash proceeds to be received by 7GC or any of Banzai or its subsidiaries from any financing, whether equity or debt, at or immediately following the Closing, and (C) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing, minus (ii) the 7GC Transaction Expenses, minus (iii) the Company Expenses equaling or exceeding $5,000,000. 7GC’s obligation to consummate the Business Combination is also subject to there having been no “Company Material Adverse Effect” (as defined in the Merger Agreement) since the date of the Merger Agreement that is continuing and uncured.

To the extent that the 7GC Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, 7GC and Banzai will notify their respective equityholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, and/or filing a current report on Form 8-K, and by circulating a supplement to this proxy statement/prospectus to resolicit the votes of 7GC stockholders, if required. For more information about conditions to the consummation of the Business Combination, see the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing.”

 

Q:

Following the Business Combination, will 7GC’s securities continue to trade on a stock exchange?

 

A:

Yes. We anticipate that, following the Business Combination, 7GC Class A Common Stock and 7GC Public Warrants will continue trading on Nasdaq under the new symbols “BNZI” and “BNZIW,” respectively. The 7GC Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

 

Q:

What proposals are stockholders of 7GC being asked to vote upon?

 

A:

At the Special Meeting, 7GC is asking holders of 7GC Common Stock to consider and vote upon:

Proposal No. 1 — The Business Combination Proposal — a proposal to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, as more fully described elsewhere in this proxy statement/prospectus;

Proposal No. 2The Binding Charter Proposal — a proposal to approve the Proposed Charter, which will replace the Existing Charter and will be in effect upon the Closing;

 

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Proposal No. 3The Advisory Charter Proposals — separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with the SEC guidance as separate sub-proposals:

 

   

Proposal No. 3A — to increase the authorized shares of New Banzai Common Stock to 275,000,000 shares, consisting of 250,000,000 New Banzai Class A Shares and 25,000,000 New Banzai Class B Shares, and authorized shares of New Banzai Preferred Stock to 75,000,000;

 

   

Proposal No. 3B — to provide that the holders of New Banzai Class A Shares will be entitled to cast one vote per New Banzai Class A Share, and holders of New Banzai Class B Shares will be entitled to cast ten votes per New Banzai Class B Share on each matter properly submitted to the stockholders entitled to vote thereon;

 

   

Proposal No. 3C — to require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision of Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares;

 

   

Proposal No. 3D — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to alter, amend, or repeal the Proposed Bylaws;

 

   

Proposal No. 3E — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote thereon to alter, amend, or repeal Articles V, VI, VII, and VIII of the Proposed Charter;

 

   

Proposal No. 3F — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to remove a director with cause; and

 

   

Proposal No. 3G — to approve and adopt the Proposed Charter that includes the approval of Proposals 3A, B, C, D, E and F and provides for certain additional changes, including changing 7GC’s name from “7GC & Co. Holdings Inc.” to “Banzai International, Inc.” and eliminate the provisions relating to 7GC’s status as a blank check company, which the 7GC Board believes are necessary to adequately address the needs of New Banzai immediately following the consummation of the Business Combination and approval of the Proposed Charter;

Proposal No. 4 — The Director Election Proposal — a proposal to elect, effective at the Closing, seven directors to serve staggered terms on the New Banzai Board until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal;

Proposal No. 5 — The Nasdaq Proposal — proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq: (i) the issuance of New Banzai Class A Shares pursuant to the Merger Agreement, and (ii) the related change of control of 7GC that will occur in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement;

Proposal No. 6 — The Incentive Plan Proposal — a proposal to approve and adopt the Equity Incentive Plan;

Proposal No. 7 — The ESPP Proposal — a proposal to approve the ESPP; and

Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or votes for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 7GC stockholders.

 

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If our stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the Business Combination may not be consummated. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal,” “Stockholder Proposal No. 2 — The Binding Charter Proposal,” “Stockholder Proposal No. 3 – The Advisory Charter Proposals,Stockholder Proposal No. 4 — The Director Election Proposal,” “Stockholder Proposal No. 5 — The Nasdaq Proposal,” “Stockholder Proposal No. 6 — The Incentive Plan Proposal,” “Stockholder Proposal No. 7 — The ESPP Proposal,” and “Stockholder Proposal No. 8 — The Adjournment Proposal.”

7GC will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders of 7GC should read it carefully.

 

Q:

Did the 7GC Board recommend the Business Combination Proposal and the other proposals?

 

A:

After careful consideration, the 7GC Board has determined that the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal are in the best interests of 7GC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of 7GC and its stockholders and what he, she or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

Are the proposals conditioned on one another?

 

A:

Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. If our stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the Business Combination may not be consummated. Proposal No. 3 and Proposal No. 8 are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

 

Q:

Why is 7GC proposing the Business Combination?

 

A:

7GC was incorporated to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination, with one or more businesses.

Based on our due diligence investigations of Banzai, the management of Banzai and the industry in which it operates, including the financial and other information provided by Banzai in the course of these due diligence investigations, the 7GC Board believes that the Business Combination with Banzai is in the best interests of 7GC and its stockholders and presents an opportunity to increase stockholder value. However, there is no assurance of this. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — The 7GC Board’s Reasons for the Approval of the Business Combination” for additional information.

Although the 7GC Board believes that the Business Combination with Banzai presents an attractive business combination opportunity and is in the best interests of 7GC and its stockholders, the 7GC Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others: the fact that Banzai has incurred losses on an as-reported basis for the last several years, the risk that 7GC’s

 

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stockholders may fail to approve the Condition Precedent Proposals, the potential that a significant number of 7GC stockholders elect to redeem their public shares prior to the consummation of the Business Combination pursuant to the Existing Charter, the risks associated with 7GC’s public stockholders holding a minority position in the combined company, the risks and costs to 7GC if the Business Combination is not completed and the risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe . These and other factors are discussed in greater detail in the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — The 7GC Boards’ Reasons for the Business Combination,” as well as in the section titled “Risk Factors.”

 

Q:

What will Banzai securityholders receive in return for 7GC’s acquisition of all of the issued and outstanding security interests of Banzai?

 

A:

The aggregate consideration to be paid to the direct or indirect securityholders of Banzai at the Closing will consist of a number of New Banzai Class A Shares or New Banzai Class B Shares, as applicable, equal to the Exchange Ratio. Assuming the Closing occurs on October 31, 2023, the Total Consideration would be 9,999,942 shares of New Banzai Common Stock.

For further details, see the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Merger Consideration.

 

Q:

What equity stake will current 7GC stockholders and Existing Banzai Securityholders hold in New Banzai immediately after the consummation of the Business Combination?

 

A:

As of the date of this proxy statement/prospectus, there are (i) 9,079,638 shares of 7GC Common Stock issued and outstanding, consisting of the 5,650,000 founder shares held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), the 100,000 founder shares in the aggregate held by the four independent directors of 7GC, and 3,329,638 shares of 7GC Class A Common Stock, and (ii) 18,850,000 7GC Warrants issued and outstanding, consisting of the 7,350,000 7GC Private Placement Warrants held by the Sponsor, which will be surrendered, cancelled, and retired immediately prior to the First Effective Time pursuant to the Sponsor Forfeiture Agreement, and 11,500,000 7GC Public Warrants. Each whole warrant entitles the holder thereof to purchase one share of 7GC Class A Common Stock at $11.50 per share and, following the Second Merger, will entitle the holder thereof to purchase one New Banzai Class A Share at $11.50 per share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), 7GC’s fully diluted share capital would be 27,929,638 common stock equivalents.

Upon completion of the Business Combination, we anticipate that: (1) shares issued to the Banzai Management Stockholders will represent an ownership interest of 8.0% of the fully diluted New Banzai Common Stock, (2) shares issued to the Existing Banzai Securityholders (including those issued to holders of SAFE Rights and issuable upon conversion of the Subordinated Convertible Notes at the First Effective Time) other than the Banzai Management Stockholders will represent an ownership interest of 20.1% of the fully diluted New Banzai Common Stock, (3) shares held by 7GC public stockholders will represent an ownership interest of 10.8% of the fully diluted New Banzai Common Stock, (4) shares held by the Sponsor Persons will represent an ownership interest of 14.8% of the fully diluted New Banzai Common Stock (which does assume the forfeiture of Sponsor’s 7GC Private Placement Warrants, the Sponsor’s forfeiture of 396,500 founder shares pursuant to the Non-Redemption Agreements, and transfer of 100,000 founder shares to Cohen (as defined herein) at Closing pursuant to the Cohen Engagement Letter (as defined herein)), (5) New Award Grants will represent an ownership interest of 0% of the fully diluted New Banzai Common Stock upon full vesting and/or exercise thereof, (6) shares issued pursuant to the warrant (the “GEM Warrant”) issued in connection with funding under the GEM Agreement (as defined herein) will represent an ownership interest of 2.7% of the fully diluted New Banzai Common Stock, (7) shares issued in connection with funding under the GEM Agreement will represent an ownership interest of 11.3% of the fully diluted New Banzai Common Stock, and (8) 7GC Public Warrants will

 

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represent an ownership interest of 32.4% of the fully diluted New Banzai Common Stock upon exercise thereof. These ownership interest levels are based on Banzai’s capitalization as of June 30, 2023 and assume (i) no additional issuance of Banzai equity, (ii) the Closing occurs on October 31, 2023, (iii) issuance of the GEM Warrant funding of $40,000,000 and issuance of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing, and (iv) except for the public stockholders that exercised their redemption rights in connection with the Business Combination pursuant to the Extension Meeting or the Second Extension Meeting, no public stockholders further exercise their redemption rights in connection with the Business Combination.

The following table illustrates the varying ownership levels in New Banzai immediately following the consummation of the Business Combination, based on the assumptions above; provided that in the 25%, 50%, 75%, and maximum redemptions scenarios, assumption (iii) above is modified to assume that public stockholders exercise their redemption rights at the applicable redemption levels in connection with the Business Combination.

 

    Fully Diluted Share Ownership in New Banzai  
    Pro Forma Combined
(Assuming No
Redemptions)
    Pro Forma Combined
(Assuming 25%
Redemptions)
    Pro Forma Combined
(Assuming 50%
Redemptions)
    Pro Forma Combined
(Assuming 75%
Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
 
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
 

Banzai Management Stockholders

    2,846,638       8.0     2.846,638       8.2     2,846,638       8.4     2,846,638       8.6     2,846,638       8.9

Existing Banzai Securityholders(1)

    7,153,304       20.1     7,153,304       20.6     7,153,304       21.2     7,153,304       21.7     7,153,304       22.3

Public Stockholders(2)

    3,826,138       10.8     2,993,728       8.6     2,161,319       6.4     1,328,910       4.0     496,500       1.5

Sponsor Persons

    5,253,500       14.8     5,253,500       15.2     5,253,500       15.5     5,253,500       15.9     5,253,500       16.4

New Award Grants

    —        —        —        —        —        —        —        —        —        —   

GEM Warrant

    945,760       2.7     920,016       2.7     894,271       2.6     868,526       2.6     842,782       2.6

GEM Agreement Shares(3)

    4,000,000       11.3     4,000,000       11.5     4,000,000       11.8     4,000,000       12.1     4,000,000       12.5

Public Warrants

    11,500,000       32.4     11,500,000       33.2     11,500,000       34.0     11,500,000       34.9     11,500,000       35.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    35,525,340       100.0     34,667,186       100.0     33,809,032       100     32,950,878       100.0     32,092,724       100.0

 

(1)

Excluding the 2,846,638 shares issued to the Banzai Management Stockholders.

(2)

Including the 396,500 New Banzai Class A Shares to be issued at Closing pursuant to the Non-Redemption Agreements and the 100,000 founder shares to be transferred to Cohen at Closing pursuant to the Cohen Engagement Letter.

(3)

The shares issued pursuant to the GEM Agreement will be issued at a discount to the then-applicable market price of New Banzai Common Stock in tranches over a specified time period pursuant to the terms of the GEM Agreement, but are presented herein as if issued at $10 per share simultaneously at Closing for purposes of illustrating aggregate pro forma effect.

See the sections titled “Summary of the Proxy Statement/Prospectus — Ownership of New Banzai following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

Q:

How has the announcement of the Business Combination affected the trading price of the 7GC Class A Common Stock?

 

A:

On December 7, 2022, the last trading date before the public announcement of the execution of the Merger Agreement, the reported closing price on Nasdaq of the 7GC Units, 7GC Class A Common Stock, and 7GC Public Warrants was $10.05, $10.04, and $0.0474, respectively. On    , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the reported closing price on Nasdaq of the 7GC Units, 7GC Class A Common Stock, and 7GC Public Warrants was $    , $    , and $    , respectively.

 

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Q:

What changes will be made to the current governing documents of 7GC?

 

A:

7GC’s stockholders are being asked to consider and vote upon a proposal to approve the replacement of 7GC’s Existing Charter under the DGCL with the Proposed Charter, which will be materially modified from the Existing Charter to:

 

   

increase the authorized shares of New Banzai Common Stock to 275,000,000 shares, consisting of 250,000,000 New Banzai Class A Shares and 25,000,000 New Banzai Class B Shares, and authorized shares of New Banzai Preferred Stock to 75,000,000;

 

   

provide that the holders of New Banzai Class A Shares will be entitled to cast one vote per New Banzai Class A Share, and holders of New Banzai Class B Shares will be entitled to cast ten votes per New Banzai Class B Share on each matter properly submitted to the stockholders entitled to vote thereon;

 

   

require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision of Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares;

 

   

require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to alter, amend, or repeal the Proposed Bylaws;

 

   

require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote thereon to alter, amend, or repeal Articles V, VI, VII, and VIII of the Proposed Charter;

 

   

require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to remove a director with cause; and

 

   

provide for certain additional changes, including changing 7GC’s name from “7GC & Co. Holdings Inc.” to “Banzai International, Inc.” and eliminate the provisions relating to 7GC’s status as a blank check company.

See the section titled “Stockholder Proposal No. 2 — The Binding Charter Proposal” and “Stockholder Proposal No. 3 – The Advisory Charter Proposals” for additional information.

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public stockholders may elect to redeem all or a portion of the public shares held by them regardless of how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of 7GC. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of 7GC. The Sponsor Persons have agreed to, among other things, waive their redemption rights in connection with a stockholder approval of a proposed business combination. The shares of 7GC Common Stock held by the Sponsor Persons will therefore be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 shares of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors).

 

 

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Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your shares of 7GC Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other proposal to be voted upon at the Special Meeting. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

 

Q:

How do I exercise my redemption rights?

 

A:

If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

 

  (i)

(a) hold public shares, or (b) if you hold public shares through 7GC Units, elect to separate your 7GC Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, in which you (a) request that 7GC redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on    , 2023 (two business days before the Special Meeting) in order for their public shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate their units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate their units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Public stockholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account not previously released to 7GC to pay its taxes (net of taxes payable). For illustrative purposes, as of     , 2023, this would have amounted to approximately $    per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of 7GC’s creditors, if any, which could have priority over the claims of the public stockholders, regardless of whether such public stockholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal.

Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether or how you vote on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

A 7GC stockholder may not withdraw a redemption request once submitted to 7GC unless the 7GC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which the 7GC Board may do in whole or in part). If you submit a redemption request to Continental and later decide prior to the Special Meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental at the phone number or address listed in the question “Who can help answer my questions?” below.

 

 

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Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the Special Meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, 7GC will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any public warrants that you may hold.

 

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the underlying public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate your units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental by    p.m.,    Eastern Time, on    , 2023 (two business days before the Special Meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:

What are the material U.S. federal income tax consequences of exercising my redemption rights?

 

A:

We expect that a U.S. holder of public shares that exercises its redemption rights to receive cash in exchange for its public shares generally will be treated as selling such shares in a taxable transaction resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of public shares that such U.S. holder owns or is deemed to own prior to and following the redemption. For a more complete discussion of the U.S. federal income tax consequences of a holder’s exercise of redemption rights, see the section titled “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption to Holders of 7GC Public Shares — Tax Consequences for U.S. Holders.

For a description of the tax consequences for Non-U.S. holders exercising redemption rights in connection with the Business Combination, see the section titled “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption to Holders of 7GC Public Shares — Tax Consequences for Non-U.S. Holders.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

Following the closing of the IPO, an amount equal to $230,000,000 of the net proceeds from the IPO and the sale of the 7GC Private Placement Warrants was placed in the Trust Account. As of    , 2023, funds in the Trust Account totaled approximately $    and were held solely in an interest-bearing demand deposit account. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (i) the completion of 7GC’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of the Existing Charter (A) to modify the substance or timing of 7GC’s obligation to offer redemption rights in connection with any proposed initial business combination or to redeem 100% of 7GC’s public shares if it does not complete its initial business combination by December 28, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of 7GC’s public shares if it is unable to complete its business combination by December 28, 2023, subject to applicable law.

 

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Upon consummation of the Business Combination, the funds deposited in the Trust Account will be released to pay holders of 7GC Class A Common Stock who properly exercise their redemption rights, to pay transaction fees and expenses associated with the Business Combination, and for working capital and general corporate purposes of New Banzai following the Business Combination. See the section titled “Summary of the Proxy statement/prospectus — Sources and Uses of Funds for the Business Combination.”

 

Q:

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

Our public stockholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

Pursuant to the Existing Charter, in no event will we redeem 7GC Class A Common Stock in an amount that would cause 7GC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The table below presents the trust value per share of 7GC Class A Common Stock to a 7GC stockholder that elects not to redeem across a range of varying redemption scenarios calculated based on the Trust Account figures as of July 31, 2023. This trust value per share of 7GC Class A Common Stock includes the per share cost of the deferred underwriting discount.

 

     Per Share Value  

Trust value

   $ 35,316,551  

Total shares of 7GC Class A Common Stock

     3,329,638  

Trust value per share of 7GC Class A Common Stock

   $ 10.61  

 

     Assuming
No
Redemption
     Assuming
25% of
Maximum
Redemptions
     Assuming
50% of
Maximum
Redemptions
     Assuming
75% of
Maximum
Redemptions
     Assuming
Maximum
Redemptions
 

Redemptions ($)

     —       $ 8,829,138      $ 17,658,276      $ 26,487,413      $ 33,316,551  

Redemptions (Shares)

     —         832,410        1,664,819        2,497,228        3,329,638  

Deferred underwriting discount(1)

   $ 8,050,000      $ 8,050,000      $ 8,050,000      $ 8,050,000      $ 8,050,000  

Cash left in Trust Account post redemptions minus deferred underwriting discount

   $ 27,266,551      $ 18,437,413      $ 9,608,276      $ 779,138        —   

Shares of 7GC Class A Common Stock post redemptions(1)

     3,329,638        2,497,228        1,664,818        832,408        —   

Trust value per share of 7GC Class A Common Stock

   $ 8.19      $ 7.38      $ 5.77      $ 0.94        —   

 

(1)

Does not include shares of 7GC Class A Common Stock to be issued to the Existing Banzai Securityholders at the Closing or any of the 5,750,000 founder shares, which will automatically convert into shares of 7GC Class A Common Stock on a one-for-one basis, subject to adjustment, at Closing.

 

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In addition to the changes in percentage ownership depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. As illustrated in the table below, certain equity issuances may have a dilutive effect on the per share value of New Banzai. See the section titled “Risk Factors—Risks Related to Redemption” for additional information.

 

    Assuming No
Redemption
    Assuming 25% of
Maximum
Redemptions(1)
    Assuming 50% of
Maximum
Redemptions(2)
    Assuming 75% of
Maximum
Redemptions(3)
    Assuming
Maximum
Redemptions(4)
 
    Number of
Shares
    Value
per
Share(5)
    Number of
Shares
    Value
per
Share(5)
    Number of
Shares
    Value
per
Share(5)
    Number of
Shares
    Value
per
Share(5)
    Number of
Shares
    Value
per
Share(5)
 

Base Scenario(6)

    19,079,580     $ 10.00       18,247,170     $ 10.00       17,414,761     $ 10.00       16,582,352     $ 10.00       15,749,942     $ 10.00  

Assuming Exercise of Public Warrants(7)

    30,579,580     $ 6.24       29,747,170     $ 6.13       28,914,761     $ 6.02       28,082,352     $ 5.90       27,249,942     $ 5.78  

Including Shares Issuable Pursuant to the Senior Convertible Notes(8)

    31,189,090     $ 6.12       30,356,680     $ 6.01       29,524,271     $ 5.90       28,691,862     $ 5.78       27,859,452     $ 5.65  

Including Shares Reserved for New Award Grants

    —        —        —        —        —        —        —        —        —        —   

 

(1)

Assumes redemptions of 832,410 public shares in connection with the Business Combination.

(2)

Assumes redemptions of 1,664,819 public shares in connection with the Business Combination.

(3)

Assumes redemptions of 2,497,228 public shares in connection with the Business Combination.

(4)

Assumes redemptions of 3,329,638 public shares in connection with the Business Combination.

(5)

Based on a post-transaction equity value of New Banzai of the following:

 

     Post-Transaction Equity Value  
     (in millions, rounded)  
     Assuming No
Redemption
    Assuming 25%
of Maximum
Redemptions
    Assuming 50%
of Maximum
Redemptions
    Assuming 75%
of Maximum
Redemptions
    Assuming
Maximum
Redemptions
 

Base Scenario(6)

   $ 190.8 (5)(a)    $ 182.0 (5)(b)    $ 173.1 (5)(c)    $ 164.3 (5)(d)    $ 155.5 (5)(e) 

Assuming Exercise of Public Warrants(5)(f)

   $ 323.1     $ 314.2     $ 305.4     $ 296.6     $ 287.7  

Including Shares Issuable Pursuant to Senior Convertible Notes(5)(g)

   $ 325.6     $ 316.7     $ 307.9     $ 299.1     $ 290.2  

Including Shares Reserved for New Award Grants

     —        —        —        —        —   

 

(5)(a)

Based on a post-transaction equity value of New Banzai of approximately $190.8 million, calculated by multiplying (a) the sum of (i) 9,999,942 shares of New Banzai Common Stock to be issued at the Closing to the Existing Banzai Securityholders (including those issued to holders of SAFE Rights and issuable upon conversion of the Subordinated Convertible Notes at the First Effective Time) based on the Per Share Value, (ii) 5,353,500 shares of 7GC Class B Common Stock (including the 100,000 shares to be transferred to Cohen at Closing pursuant to the Cohen Engagement Letter), and (iii) assuming no redemptions by the public shareholders and issuance at the Closing of the 396,500 New Banzai Class A Shares pursuant to the Non-Redemption Agreements, 3,726,138 public shares, by (b) $10.00.

(5)(b)

Based on a post-transaction equity value of New Banzai of approximately $182.0 million, or approximately $190.8 million less the approximately $8.8 million (or $10.61 per share, representing its per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 832,410 public shares in connection with the Business Combination.

 

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(5)(c)

Based on a post-transaction equity value of New Banzai of approximately $173.1 million, or approximately $190.8 million less the approximately $17.7 million (or $10.61 per share, representing its per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 1,664,819 public shares in connection with the Business Combination.

(5)(d)

Based on a post-transaction equity value of New Banzai of approximately $164.3 million, or approximately $190.8 million less the approximately $26.5 million (or $10.61 per share, representing its per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 2,497,229 public shares in connection with the Business Combination.

(5)(e)

Based on a post-transaction equity value of New Banzai of approximately $155.5 million, or approximately $190.8 million less the approximately $35.3 million (or $10.61 per share, representing its per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 3,329,638 public shares in connection with the Business Combination.

(5)(f)

Based on a post-transaction equity value of New Banzai at the Base Scenario in the respective redemption scenario column plus the full exercise of the Public Warrants for a total cash exercise price of approximately $132.3 million (or $11.50 per share).

(5)(g)

Based on a post-transaction equity value of New Banzai at the Base Scenario in the respective redemption scenario column plus the full exercise of the Public Warrants for a total cash exercise price of approximately $132.3 million (or $11.50 per share) plus approximately $2.5 million from the conversion of the Conversion Amount under each Senior Convertible Note at the applicable Senior Convertible Note Conversion Price.

(6)

Represents (a) the 9,999,942 shares of New Banzai Common Stock issued to Existing Banzai Securityholders at the Closing pursuant to the Business Combination (including those issued to holders of SAFE Rights and issuable upon conversion of the Subordinated Convertible Notes at the First Effective Time), (b) the 3,329,638 shares of 7GC Class A Common Stock that will remain outstanding at the Closing, (c) the issuance at the Closing of the 396,500 New Banzai Class A shares pursuant to the Non-Redemption Agreements, and (d) the 5,353,500 shares of 7GC Class B Common Stock (including the 100,000 shares to be transferred to Cohen at Closing pursuant to the Cohen Engagement Letter) that will be automatically converted into New Banzai Class A Shares at the Closing, less any public shares that are redeemed, as described above.

(7)

Represents the Base Scenario plus 11,500,000 shares of 7GC Class A Common Stock issuable upon the exercise of the Public Warrants.

(8)

Represents the Base Scenario plus 11,500,000 shares of 7GC Class A Common Stock issuable upon the exercise of the Public Warrants plus 609,510 New Banzai Class A Shares issuable upon conversion of the Senior Convertible Notes Pursuant to the terms of the amended and restated Senior Convertible Notes entered into in connection with the Forbearance Agreement, the Senior Convertible Notes would convert at a post-Transaction price equal to (i) their current, Banzai conversion price of $2.73 multiplied by (ii) the Exchange Ratio.

If a public stockholder exercises its redemption rights, such exercise will not result in the loss of any public warrants that it may hold. We cannot predict the ultimate value of the New Banzai Warrants following the consummation of the Business Combination, but assuming that 100% or 3,329,638 shares of 7GC Class A Common Stock held by our public stockholders were redeemed, the 11,500,000 retained outstanding 7GC Public Warrants would have an aggregate value of $    , based on a price per 7GC Public Warrant of $    on    , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming 7GC stockholders could experience in connection with the closing of the Business Combination across a range of varying redemption scenarios. In an effort to illustrate the extent of such dilution, the table below assumes (i) 9,079,638 shares of 7GC Common Stock issued and outstanding, consisting of the 5,650,000 founder shares held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), the 100,000 founder shares in the aggregate held by the four independent directors of 7GC, and 3,726,138 shares of 7GC Class A Common Stock (including issuance at the Closing of 396,500 New Banzai Class A Shares pursuant to the Non-Redemption Agreements), (ii) funding of $40,000,000 and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing, and (iii) 18,850,000 7GC Warrants issued and outstanding, consisting of the 7,350,000 7GC

 

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Private Placement Warrants held by the Sponsor, which will be surrendered, cancelled, and retired immediately prior to the First Effective Time pursuant to the Sponsor Forfeiture Agreement, and 11,500,000 7GC Public Warrants. Each whole warrant entitles the holder thereof to purchase one share of 7GC Class A Common Stock at $11.50 per share and, following the Second Merger, will entitle the holder thereof to purchase one New Banzai Class A Share at $11.50 per share.

If the actual facts are different from these assumptions, the percentage ownership retained by the current 7GC stockholders in New Banzai will be different.

 

    Fully Diluted Share Ownership in New Banzai  
    Pro Forma Combined
(Assuming No
Redemptions)
    Pro Forma Combined
(Assuming 25%
Redemptions)
    Pro Forma Combined
(Assuming 50%
Redemptions)
    Pro Forma Combined
(Assuming 75%
Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
 
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
 

Banzai Management Stockholders

    2,846,638       8.0     2.846,638       8.2     2,846,638       8.4     2,846,638       8.6     2,846,638       8.9

Existing Banzai Securityholders(1)

    7,153,304       20.1     7,153,304       20.6     7,153,304       21.2     7,153,304       21.7     7,153,304       22.3

Public Stockholders(2)

    3,826,138       10.8     2,993,728       8.6     2,161,319       6.4     1,328,910       4.0     496,500       1.5

Sponsor Persons

    5,253,500       14.8     5,253,500       15.2     5,253,500       15.5     5,253,500       15.9     5,253,500       16.4

New Award Grants

    —        —        —        —        —        —        —        —        —        —   

GEM Warrant

    945,760       2.7     920,016       2.7     894,271       2.6     868,526       2.6     842,782       2.6

GEM Agreement

Shares(3)

    4,000,000       11.3     4,000,000       11.5     4,000,000       11.8     4,000,000       12.1     4,000,000       12.5

Public Warrants

    11,500,000       32.4     11,500,000       33.2     11,500,000       34.0     11,500,000       34.9     11,500,000       35.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    35,525,340       100.0     34,667,186       100.0     33,809,032       100     32,950,878       100.0     32,092,724       100.0

 

(1)

Excluding the 2,846,638 shares issued to the Banzai Management Stockholders.

(2)

Including the 396,500 New Banzai Class A Shares to be issued at Closing pursuant to the Non-Redemption Agreements and the 100,000 founder shares to be transferred to Cohen at Closing pursuant to the Cohen Engagement Letter.

(3)

The shares issued pursuant to the GEM Agreement will be issued at a discount to the then-applicable market price of New Banzai Common Stock in tranches over a specified time period pursuant to the terms of the GEM Agreement, but are presented herein as if issued at $10 per share simultaneously at Closing for purposes of illustrating aggregate pro forma effect.

The deferred underwriting discount owed as a result of the 7GC IPO will be released to the underwriters only on completion of the Business Combination. The deferred underwriting discount is payable if a Business Combination is consummated without regard to the number of public shares redeemed by holders in connection with a Business Combination. The following table presents the deferred underwriting discount as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption scenarios.

 

     Assuming No
Redemptions
    Assuming 25%
of Maximum
Redemptions
    Assuming 50%
of Maximum
Redemptions
    Assuming 75%
of Maximum
Redemptions
    Assuming
Maximum
Redemptions
 

Deferred underwriting discount

   $ 8,050,000     $ 8,050,000     $ 8,050,000     $ 8,050,000     $ 8,050,000  

Deferred underwriting discount as a percentage of cash in Trust Account post-redemptions

     22.8     30.4     45.6     91.2     — 

7GC Warrants are not subject to redemption in connection with the Business Combination. As of    , 2023, the most recent practicable date before the date of this proxy statement/prospectus, the closing trading price of the 7GC Public Warrants on Nasdaq was $    . The 7GC Warrants will become exercisable at any time commencing 30 days after the completion of the Business Combination. The exercise price of 7GC Warrants is $11.50 per share. However, there is no guarantee that the 7GC Warrants will ever be in the money prior to their expiration and as such, the 7GC Warrants may expire worthless. Alternatively, following the Business Combination, New Banzai may be able to redeem unexpired New Banzai Warrants prior to their exercise at a time that is disadvantageous to a holder of the New Banzai Warrants, thereby making them worthless. For more information on risks relating to the 7GC Warrants, please see the section of this proxy statement/prospectus titled “Risk Factors — Risks Related to the Business Combination and 7GC.”

 

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Q:

When do you expect the Business Combination to be completed?

 

A:

The Business Combination is expected to be completed in the fourth quarter of 2023.

 

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the Transactions?

 

A:

Neither 7GC’s stockholders nor 7GC’s warrant holders have appraisal rights in connection with the Business Combination or the Transactions under Delaware law.

 

Q:

What do I need to do now?

 

A:

7GC urges you to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a stockholder or warrant holder of 7GC. 7GC’s stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

How do I vote?

 

A:

The Special Meeting will be held on   , 2023 at   , Eastern Time, virtually via live webcast at    , where you will be able to listen to the meeting live and vote during the meeting. If you are a holder of record of 7GC Common Stock on the record date for the Special Meeting, you may vote at the Special Meeting via the virtual meeting platform, or by submitting a proxy for the Special Meeting, in any of the following ways, if available:

Vote by Mail: by signing, dating, and returning the enclosed proxy card in the accompanying prepaid reply envelope. By signing the proxy card and returning it in the enclosed prepaid envelope to the specified address, you are authorizing the individuals named on the proxy card to vote your shares of 7GC Class A Common Stock and/or 7GC Class B Common Stock, as applicable, at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of 7GC Class A Common Stock and/or 7GC Class B Common Stock will be voted as recommended by the 7GC Board.

Vote by Internet: visit    , 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time on    , 2023 (have your proxy card in hand when you visit the website);

Vote by Phone: by calling toll-free (within the U.S. or Canada) (800) 662-5200 (have your proxy card in hand when you call); or

Vote at the Special Meeting: you can attend the Special Meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the Special Meeting by visiting the website    . You will need your control number for access. Instructions on how to virtually attend and participate at the Special Meeting are available at     .

If you hold your shares of 7GC Common Stock in “street name,” which means your shares are held of record by a broker, bank, or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker,

 

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bank, or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a valid proxy from your broker, bank or nominee. In most cases you may vote by telephone or over the Internet as instructed.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank, or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank, or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-routine and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank, or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” A broker non-vote will not count as a vote cast at the Special Meeting. A broker non-vote with respect to each of the proposals to be presented at the Special Meeting will not be considered present for the purposes of establishing a quorum. A broker non-vote with respect to some, but not all, of the proposals to be presented at the Special Meeting will be considered present for purposes of establishing a quorum.

 

Q:

When and where will the Special Meeting be held?

 

A:

The Special Meeting will be held on   , 2023 at   , Eastern Time, virtually via live webcast at    . To participate in the virtual meeting, a 7GC stockholder of record will need the 16-digit control number included on their proxy card or instructions that accompanied their proxy materials, if applicable, or to obtain a proxy form from their broker, bank, or other nominee. The Special Meeting webcast will begin promptly at   , Eastern Time. 7GC stockholders are encouraged to access the 7GC Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

 

Q:

Who is entitled to vote at the Special Meeting?

 

A:

7GC has fixed   , 2023 as the record date for the Special Meeting. If you were a stockholder of 7GC at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his or her shares if he or she is present electronically or is represented by proxy at the Special Meeting.

 

Q:

How many votes do I have?

 

A:

7GC stockholders are entitled to one vote at the Special Meeting for each share of 7GC Common Stock held of record as of the record date. As of the close of business on the record date for the Special Meeting, there were    shares of 7GC Class A Common Stock issued and outstanding, and    shares of 7GC Class B Common Stock issued and outstanding.

 

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Q:

What constitutes a quorum?

 

A:

A quorum of 7GC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of shares of outstanding 7GC Common Stock representing a majority of the voting power of all outstanding shares of 7GC Common Stock entitled to vote at the Special Meeting are represented electronically or by proxy, except that when specified business is to be voted on by a class of 7GC Common Stock voting as a class, the holders of shares representing a majority of the voting power of all outstanding shares of such class of 7GC Common Stock shall constitute a quorum of such class for the transaction of such business. As of the record date for the Special Meeting, to consider and vote upon the Charter Proposals,    shares of 7GC Class A Common Stock and      shares of 7GC Class B Common Stock would be required to achieve a quorum at the Special Meeting. As of the record date for the Special Meeting, to consider and vote upon the Business Combination Proposal, Director Election Proposal, Nasdaq Proposal, Incentive Plan Proposal, ESPP Proposal and Adjournment Proposal,    shares of 7GC Common Stock would be required to achieve a quorum at the Special Meeting.

 

Q:

What vote is required to approve each proposal at the Special Meeting?

 

A:

The following votes are required for each proposal at the Special Meeting:

 

   

Business Combination Proposal: The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Business Combination Proposal.

 

   

The Charter Proposals: The approval of each of the Charter Proposals requires an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Common Stock entitled to vote thereon, voting together as a single class, an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class A Common Stock entitled to vote thereon, voting separately as a single class, and an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class B Common Stock entitled to vote thereon, voting separately as a single class. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote on any of the Charter Proposals will have the same effect as a vote against any such Charter Proposal.

 

   

The Director Election Proposal: The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

 

   

Nasdaq Proposal: The approval of the Nasdaq proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Nasdaq Proposal.

 

   

Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Incentive Plan Proposal.

 

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ESPP Proposal: The approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the ESPP Proposal.

 

   

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Adjournment Proposal.

 

Q:

What are the recommendations of the 7GC Board?

 

A:

The 7GC Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of 7GC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, and “FOR” all of the other proposals. The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

How does the Sponsor intend to vote its shares?

 

A:

Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor Persons have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. As of the date of this proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors). Pursuant to the non-redemption agreements entered into by 7GC, the Sponsor and certain unaffiliated third parties (the “Holders”) in June 2023 (the “Non-Redemption Agreements”), immediately prior to, and substantially concurrently with, the closing of an initial business combination, (i) the Sponsor (or its designees) will surrender and forfeit to 7GC for no consideration an aggregate of 396,500 shares of 7GC Class B Common Stock held by the Sponsor (the “Forfeited Shares”) and (ii) 7GC will issue to the Holders a number of shares of 7GC Class A Common Stock equal to the number of Forfeited Shares.

The Sponsor and 7GC’s directors, officers, advisors, or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans, or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in

 

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possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of 7GC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or 7GC’s directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases would be to (i) ensure that such shares would not be redeemed in connection with the initial business combination, (ii) ensure that 7GC’s net tangible assets are at least $5,000,001, where it appears that such requirement would otherwise not be met, (iii) reduce the number of warrants outstanding, or (iv) vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of shares of 7GC Class A Common Stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and 7GC’s officers, directors, and/or their affiliates anticipate that they may identify the stockholders with whom the Sponsor or 7GC’s officers, directors, or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares of 7GC Class A Common Stock) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or 7GC’s officers, directors, advisors, or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination Proposal but only if such shares have not already been voted at the Special Meeting. The Sponsor and 7GC’s officers, directors, advisors, or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or 7GC’s officers, directors, advisors, or their affiliates enter into any such private purchase, prior to the Special Meeting, 7GC will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which 7GC has received redemption requests pursuant to its stockholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or 7GC’s officers, directors, and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and 7GC’s officers, directors and/or their affiliates will not make purchases of shares of 7GC Class A Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

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Q:

What happens if I sell my shares of 7GC Common Stock before the Special Meeting?

 

A:

The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such Special Meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

Q:

May I change my vote after I have delivered my signed proxy card or voting instruction card?

 

A:

Yes. If you are a stockholder of record of shares of 7GC Common Stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

 

   

Submit a new proxy card bearing a later date; or

 

   

Vote electronically at the Special Meeting by visiting     and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance virtually at the Special Meeting will not alone serve to revoke your proxy.

 

Q:

What happens if I fail to take any action with respect to the Special Meeting?

 

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination Proposal and the other Condition Precedent Proposals are approved by stockholders and the Business Combination is consummated, you will remain a stockholder or warrant holder of New Banzai. If you fail to take any action with respect to the Special Meeting and the Business Combination Proposal or the other Condition Precedent Proposals are not approved, you will remain a stockholder or warrant holder of 7GC. However, if you fail to vote with respect to the Special Meeting, you will nonetheless be eligible to elect to redeem your public shares in connection with the Business Combination.

 

Q:

What happens if I attend the Special Meeting and abstain or do not vote?

 

A:

For purposes of the Special Meeting, an abstention occurs when a stockholder is present at the Special Meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a 7GC stockholder that attends the Special Meeting virtually and fails to vote on the Charter Proposals, or if you respond to such proposals with an “abstain” vote, your failure to vote or your “abstain” vote, in each case, will have the same effect as a vote “AGAINST” such proposals. An abstention or failure to vote will have no effect on any of the other proposals.

 

Q:

What should I do with my 7GC share certificates, warrant certificates, or unit certificates?

 

A:

7GC stockholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental prior to the Special Meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on    , 2023 (two business days before the Special Meeting) in order for their shares to be redeemed.

Holders of 7GC Warrants should not submit the certificates relating to their warrants. Public stockholders who do not elect to have their public shares redeemed for a pro rata share of the Trust Account should not submit the certificates relating to their public shares.

Upon the consummation of the Transactions, shares of 7GC Class A Common Stock and 7GC Public Warrants will, as the case may be, without needing to take any action, continue trading on Nasdaq under the

 

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new symbols “BNZI” and “BNZIW.” At the Closing, each unit will separate into its components consisting of one share of 7GC Class A Common Stock and one-half of one 7GC Public Warrant and, as a result, will no longer trade as a separate security.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

7GC stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of 7GC Common Stock.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

A:

7GC will pay the cost of soliciting proxies for the Special Meeting. 7GC has engaged the Proxy Solicitor to assist in the solicitation of proxies for the Special Meeting and has agreed to pay the Proxy Solicitor a fee of $15,000, plus disbursements (to be paid with non-Trust Account funds). 7GC will also reimburse banks, brokers and other custodians, nominees, and fiduciaries representing beneficial owners of shares of 7GC Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of 7GC Class A Common Stock and in obtaining voting instructions from those owners. 7GC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

Where can I find the voting results of the Special Meeting?

 

A:

The preliminary voting results are expected to be announced at the Special Meeting. 7GC will publish final voting results of the Special Meeting in a Current Report on Form 8-K within four business days after the Special Meeting.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or the Transactions or if you need additional copies of this prospectus, any document incorporated by reference in this prospectus, or the enclosed proxy card, you should contact:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

E-mail: vii.info@investor.morrowsodali.com

Stockholders may call toll free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

Email: vii.info@investor.morrowsodali.com

You also may obtain additional information about 7GC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental at the address below prior to the Special Meeting. Holders must

 

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complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on    , 2023 (two business days before the Special Meeting) in order for their public shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor

New York, NY 10004

Attention: SPAC Redemption Team

E-Mail: spacredemptions@continentalstock.com

 

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SPECIAL MEETING OF 7GC

General

7GC is furnishing this proxy statement/prospectus to the 7GC stockholders as part of the solicitation of proxies by the 7GC Board for use at the Special Meeting to be held on    , 2023, and at any adjournment thereof. This proxy statement is first being furnished to the 7GC stockholders on or about    , 2023 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement provides the 7GC stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time, and Place

The Special Meeting will be held virtually via live webcast at    , Eastern Time, on    ,     2023. As such, 7GC stockholders may attend the Special Meeting by visiting the Special Meeting website at    , where you will be able to listen to the meeting live and vote during the meeting.

Purpose of the Special Meeting

At the Special Meeting, 7GC is asking holders of 7GC Common Stock to consider and vote upon:

Proposal No. 1 — The Business Combination Proposal — a proposal to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, as more fully described elsewhere in this proxy statement/prospectus;

Proposal No. 2The Binding Charter Proposal — a proposal to approve the Proposed Charter, which will replace the Existing Charter and will be in effect upon the Closing;

Proposal No. 3The Advisory Charter Proposals —separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with the SEC guidance as separate sub-proposals:

 

   

Proposal No. 3A — to increase the authorized shares of New Banzai Common Stock to 275,000,000 shares, consisting of 250,000,000 New Banzai Class A Shares and 25,000,000 New Banzai Class B Shares, and authorized shares of New Banzai Preferred Stock to 75,000,000;

 

   

Proposal No. 3B — to provide that the holders of New Banzai Class A Shares will be entitled to cast one vote per New Banzai Class A Share, and holders of New Banzai Class B Shares will be entitled to cast ten votes per New Banzai Class B Share on each matter properly submitted to the stockholders entitled to vote thereon;

 

   

Proposal No. 3C — to require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision of Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares;

 

   

Proposal No. 3D — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to alter, amend, or repeal the Proposed Bylaws;

 

   

Proposal No. 3E — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote thereon to alter, amend, or repeal Articles V, VI, VII, and VIII of the Proposed Charter;

 

   

Proposal No. 3F — to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to remove a director with cause; and

 

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Proposal No. 3G — to approve and adopt the Proposed Charter that includes the approval of Proposals 3A, B, C, D, E and F and provides for certain additional changes, including changing 7GC’s name from “7GC & Co. Holdings Inc.” to “Banzai International, Inc.” and eliminate the provisions relating to 7GC’s status as a blank check company, which the 7GC Board believes are necessary to adequately address the needs of New Banzai immediately following the consummation of the Business Combination and approval of the Proposed Charter;

Proposal No. 4 — The Director Election Proposal — a proposal to elect, effective at the Closing, seven directors to serve staggered terms on the New Banzai Board until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal;

Proposal No. 5 — The Nasdaq Proposal — proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq: (i) the issuance of New Banzai Class A Shares pursuant to the Merger Agreement, and (ii) the related change of control of 7GC that will occur in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement;

Proposal No. 6 — The Incentive Plan Proposal — a proposal to approve and adopt the Equity Incentive Plan;

Proposal No. 7 — The ESPP Proposal — a proposal to approve the ESPP; and

Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or votes for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 7GC stockholders.

Each of Proposals No. 1, 2, 4, 5, 6 and 7 is cross-conditioned on the approval of the others. If our stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the Business Combination may not be consummated. Proposals No. 3 and 8 are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal,” “Stockholder Proposal No. 2 — The Binding Charter Proposal,” “Stockholder Proposal No. 3 — The Advisory Charter Proposals,” “Stockholder Proposal No. 4 — The Director Election Proposal,” “Stockholder Proposal No. 5 — The Nasdaq Proposal,” “Stockholder Proposal No. 6 — The Incentive Plan Proposal,” “Stockholder Proposal No. 7 — The ESPP Proposal,” and “Stockholder Proposal No. 8 — The Adjournment Proposal.”

Recommendation of the 7GC Board

The 7GC Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of 7GC and its stockholders and recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Binding Charter Proposals, “FOR” the Advisory Charter Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

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Record Date; Who is Entitled to Vote

7GC stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of 7GC Common Stock at the close of business on    , 2023, which is the record date for the Special Meeting. Stockholders will have one vote for each share of 7GC Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. 7GC Warrants do not have voting rights. As of the close of business on the record date, there were    shares of 7GC Class A Common Stock issued and outstanding, and    shares of 7GC Class B Common Stock issued and outstanding.

Quorum

A quorum of 7GC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of shares of outstanding 7GC Common Stock representing a majority of the voting power of all outstanding shares of 7GC Common Stock entitled to vote at the Special Meeting are represented electronically or by proxy, except that when specified business is to be voted on by a class of 7GC Common Stock voting as a class, the holders of shares representing a majority of the voting power of all outstanding shares of such class of 7GC Common Stock shall constitute a quorum of such class for the transaction of such business. As of the record date for the Special Meeting, to consider and vote upon the Charter Proposals,     shares of 7GC Class A Common Stock and     shares of 7GC Class B Common Stock would be required to achieve a quorum at the Special Meeting. As of the record date for the Special Meeting, to consider and vote upon the Business Combination Proposal, Director Election Proposal, Nasdaq Proposal, Incentive Plan Proposal, ESPP Proposal and Adjournment Proposal,    shares of 7GC Common Stock would be required to achieve a quorum at the Special Meeting.

Abstentions and Broker Non-Votes

For purposes of the Special Meeting, an abstention occurs when a stockholder is present at the Special Meeting and does not vote or returns a proxy with an “abstain” vote. If you are a 7GC stockholder that attends the Special Meeting virtually and fails to vote on the Charter Proposals, or if you respond to such proposals with an “abstain” vote, your failure to vote or your “abstain” vote, in each case, will have the same effect as a vote “AGAINST” such proposals. An abstention or failure to vote will have no effect on any of the other proposals.

Vote Required for Approval

The approval of each of the Charter Proposals requires an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Common Stock entitled to vote thereon, voting together as a single class, an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class A Common Stock entitled to vote thereon, voting separately as a single class, and an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class B Common Stock entitled to vote thereon, voting separately as a single class. The approval of the Business Combination Proposal, Nasdaq Proposal, Incentive Plan Proposal, ESPP Proposal, and Adjournment Proposal require the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon.

Each of the Business Combination Proposal, the Binding Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals unless such condition is waived by the parties to the Merger Agreement. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned on any other approval.

 

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Voting Your Shares

Each share of 7GC Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of 7GC Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are four ways to vote your shares of 7GC Common Stock at the Special Meeting:

 

   

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the 7GC Board, “FOR” the Business Combination Proposal, “FOR” the Binding Charter Proposals, “FOR” the Advisory Charter Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

 

   

You can vote online by visiting    , 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time on   , 2023 (have your proxy card in hand when you visit the website).

 

   

You can vote by phone by calling toll-free at (800) 662-5200 (within the U.S. or Canada) (have your proxy card in hand when you call).

 

   

You can attend the Special Meeting via internet webcast and vote electronically.

Revoking Your Proxy

If you are a 7GC stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify 7GC’s Secretary, by email at info@7gc.co or in writing to c/o 7GC & Co. Holdings Inc., 388 Market Street, Suite 1300, San Francisco, CA 94111 before the Special Meeting that you have revoked your proxy; or

 

   

you may attend the Special Meeting electronically, revoke your proxy, and vote electronically, as indicated above.

Who Can Answer Your Questions About Voting Your Shares of 7GC Common Stock

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of 7GC Common Stock, you may contact the Proxy Solicitor at (800) 662-5200, or by emailing vii.info@investor.morrowsodali.com.

Redemption Rights

If you are a stockholder and wish to exercise your right to redeem your public shares, you must:

 

  (i)

(a) hold public shares, or (b) if you hold public shares through 7GC Units, elect to separate your 7GC Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, in which you (a) request that 7GC redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental, physically or electronically through DTC.

 

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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on     , 2023 (two business days before the Special Meeting) in order for their public shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its public shares. Public stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares submitted for redemption will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, 7GC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of   , 2023, this would have amounted to approximately $   per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own shares of 7GC Class A Common Stock.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request for redemption, once made by a public stockholder, may not be withdrawn once submitted to 7GC unless the 7GC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If you submit a redemption request to Continental and later decide prior to the Special Meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental at the phone number or address listed in see the section titled “Questions and answers — Q: Who can help answer my questions?

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s public share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the Special Meeting.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of 7GC.

Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of 7GC.

The Sponsor Persons have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. The 7GC Common Stock held by the

 

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Sponsor Persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors). See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements” in this proxy statement/prospectus for more information related to the Sponsor Support Agreement and the Letter Agreement (the “Letter Agreement”), dated December 22, 2020, entered into by 7GC, the Sponsor, and 7GC’s officers and directors.

The closing price of the shares of 7GC Class A Common Stock on   , 2023 was $   . For illustrative purposes, as of    , 2023, funds in the Trust Account plus accrued interest thereon not previously released to 7GC to pay its taxes totaled approximately $    or approximately $    per issued and outstanding share of 7GC Class A Common Stock.

Prior to exercising redemption rights, holders of 7GC Class A Common Stock should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. 7GC cannot assure its stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

Appraisal Rights

Neither 7GC’s stockholders nor 7GC’s warrant holders have appraisal rights in connection with the Business Combination or the Transactions under Delaware law.

Proxy Solicitation Costs

7GC is soliciting proxies on behalf of the 7GC Board. 7GC will pay the cost of soliciting proxies for the Special Meeting. 7GC has engaged the Proxy Solicitor to assist in the solicitation of proxies for the Special Meeting and has agreed to pay the Proxy Solicitor a fee of $15,000, plus disbursements (to be paid with non-Trust Account funds). 7GC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of 7GC Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of 7GC Class A Common Stock and in obtaining voting instructions from those owners. 7GC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this proxy statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement.”

Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the holders of shares of 7GC Class A Common Stock in connection with the Business Combination, except for the public stockholders that exercised their redemption rights in connection with the Business Combination pursuant to the Extension Meeting or the Second Extension Meeting, and (2) do not include any shares issuable upon the exercise of the New Banzai Warrants or underlying New Banzai Equity Awards.

The Parties to the Business Combination

Below are the pre-Closing and the post-Closing entity structure charts that illustrate the effect of the Business Combination. Following the entity structure charts, descriptions of the relevant entities are provided. See the section titled “Summary of the Proxy Statement/Prospectus — Ownership of New Banzai following the Business Combination” for further detail on post-Closing ownership.

Pre-closing Structure

The First Merger

 

LOGO

 

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The Second Merger

 

LOGO

 

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Post-closing Structure

 

LOGO

7GC

On December 28, 2020, 7GC consummated the IPO of 23,000,000 7GC Units, including the issuance of 3,000,000 7GC Units as a result of the underwriters’ exercise of their over-allotment option. Each 7GC Unit consists of one share of 7GC Class A Common Stock, and one-half of one 7GC Public Warrant, each whole 7GC Public Warrant entitling the holder thereof to purchase one share of 7GC Class A Common Stock at an exercise price of $11.50 per share. The 7GC Units were sold at a price of $10.00 per unit, generating gross proceeds to 7GC of $230,000,000.

Simultaneously with the consummation of the IPO, 7GC completed the Private Placement of 7,350,000 7GC Private Placement Warrants at a purchase price of $1.00 per 7GC Private Placement Warrant to the Sponsor, generating gross proceeds to 7GC of $7,350,000. The 7GC Private Placement Warrants are identical to the

 

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warrants sold as part of the 7GC Units in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by 7GC, (ii) they (including shares of 7GC Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of 7GC’s initial business combination, (iii) they may be exercised by the holders on a cashless basis, and (iv) they (including the 7GC Common Stock issuable upon exercise of these warrants) are entitled to registration rights. The 7GC Private Placement Warrants will be surrendered, cancelled, and retired as of immediately prior to the First Effective Time pursuant to the Sponsor Forfeiture Agreement.

A total of $230,000,000, comprised of the proceeds from the IPO and a portion of the proceeds of the sale of the 7GC Private Placement Warrants, was placed in a Trust Account maintained by Continental, acting as trustee.

The 7GC Units, shares of 7GC Class A Common Stock, and 7GC Public Warrants are currently listed on Nasdaq under the symbols “VIIAU,” “VII,” and “VIIAW,” respectively.

7GC’s principal executive office is located at 388 Market Street, Suite 1300, San Francisco, CA 94111. Its telephone number is (628) 400-9284.

First Merger Sub

First Merger Sub is a Delaware corporation and an indirect wholly owned subsidiary of 7GC. First Merger Sub does not own any material assets or operate any business and was formed for the purpose of participating in the Business Combination.

Second Merger Sub

Second Merger Sub is a Delaware limited liability company and a direct wholly owned subsidiary of 7GC. Second Merger Sub does not own any material assets or operate any business and was formed for the purpose of participating in the Business Combination.

Banzai

Banzai is a marketing technology (“MarTech”) company that produces data-driven marketing and sales solutions for businesses of all sizes. Banzai’s principal executive office is located at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. Its telephone number is (206) 414-1777.

Proposals to be Put to the Stockholders of 7GC at the Special Meeting

The following is a summary of the proposals to be put to the Special Meeting of 7GC and certain transactions contemplated by the Merger Agreement. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the others. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting.

The Business Combination Proposal

At the Special Meeting, 7GC stockholders will be asked to consider and vote upon the Business Combination Proposal. Pursuant to the Business Combination Proposal, 7GC stockholders will vote to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Mergers. The Merger Agreement provides for, among other things, (i) the merger of First Merger Sub with and into Banzai, with Banzai surviving the First Merger as an indirect wholly owned subsidiary of 7GC, and (ii) immediately following

 

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the First Merger, the merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of 7GC. The 7GC Units, 7GC Class A Common Stock, and 7GC Public Warrants are currently listed on Nasdaq, under the symbols “VIIAU,” “VII,” and “VIIAW,” respectively. 7GC has applied to continue the listing of 7GC Class A Common Stock and 7GC Public Warrants on Nasdaq under the symbols “BNZI” and “BNZIW,” respectively, upon the Closing. At the Closing, each 7GC Unit will separate into its components consisting of one share of 7GC Class A Common Stock and one-half of one 7GC Public Warrant and, as a result, will no longer trade as a separate security. At the Closing, 7GC will change its name to Banzai International, Inc.

After consideration of the factors identified and discussed in the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — The 7GC Board’s Reasons for the Approval of the Business Combination,” the 7GC Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for the IPO, including that the business of Banzai and its subsidiaries had a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in, and taxes payable on income earned on, in the Trust Account).

Merger Consideration

The aggregate consideration payable to securityholders of Banzai at the Closing will consist of a number of New Banzai Class A Shares or New Banzai Class B Shares, and cash in lieu of any fractional New Banzai Class A Shares or New Banzai Class B Shares that would otherwise be payable to any Banzai securityholders, equal to $100,000,000.

Effect of the First Merger

At the First Effective Time, each outstanding share of Banzai Class A Common Stock, including each share of Banzai Class A Common Stock converted from the then outstanding shares of Banzai Preferred Stock immediately prior to the First Effective Time, and each outstanding share of Banzai Class B Common Stock shall be cancelled and converted into the right to receive a number of New Banzai Class A Shares or New Banzai Class B Shares, respectively, equal to the Exchange Ratio.

Effect of the Second Merger

On the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, by virtue of the Second Merger, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and no consideration shall be delivered therefor.

For further details, see the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Merger Consideration.”

Closing Conditions

The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies (“SPACs”), including, among others: (i) approval of the Condition Precedent Proposals by the requisite 7GC stockholders, (ii) the expiration or termination of the waiting period under the HSR Act, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) having this proxy statement/prospectus declared effective under the Securities Act, (v) the New Banzai Class A Shares to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) 7GC having at least $5,000,001 of net tangible assets remaining after redemptions by 7GC stockholders, and (vi) customary bring-down conditions related to the representations, warranties and pre-Closing covenants in the Merger Agreement. Additionally, the obligations of Banzai and its subsidiaries to

 

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consummate the Transactions are also conditioned upon, among other things, (A) 7GC having delivered to Banzai executed copies of the A&R Registration Rights Agreement and the Exchange Agent Agreement, and evidence that the Proposed Charter has been filed with the Secretary of State of Delaware, and (B) the sum of (i)(A) the cash proceeds to be received by 7GC at Closing from the Trust Account (after, for the avoidance of doubt, giving effect to redemptions by 7GC stockholders), (B) the cash proceeds to be received by 7GC or any of Banzai or its subsidiaries from any financing, whether equity or debt, at or immediately following the Closing, and (C) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing, minus (ii) the 7GC Transaction Expenses, minus (iii) the Company Expenses equaling or exceeding $5,000,000. 7GC’s obligation to consummate the Business Combination is also subject to there having been no “Company Material Adverse Effect” since the date of the Merger Agreement that is continuing and uncured.

For further details, see the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement— Conditions to Closing.

The Charter Proposals

7GC will also ask its stockholders to consider and vote upon the Charter Proposals to approve amendments to 7GC’s Existing Charter which are reflected in the Proposed Charter to:

 

   

increase the authorized shares of New Banzai Common Stock to 275,000,000 shares, consisting of 250,000,000 New Banzai Class A Shares and 25,000,000 New Banzai Class B Shares, and authorized shares of New Banzai Preferred Stock to 75,000,000;

 

   

provide that the holders of New Banzai Class A Shares will be entitled to cast one vote per New Banzai Class A Share, and holders of New Banzai Class B Shares will be entitled to cast ten votes per New Banzai Class B Share on each matter properly submitted to the stockholders entitled to vote thereon;

 

   

require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision of Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares;

 

   

require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to alter, amend, or repeal the Proposed Bylaws;

 

   

require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote thereon to alter, amend, or repeal Articles V, VI, VII, and VIII of the Proposed Charter;

 

   

require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to remove a director with cause; and

 

   

provide for certain additional changes, including changing 7GC’s name from “7GC & Co. Holdings Inc.” to “Banzai International, Inc.” and eliminate the provisions relating to 7GC’s status as a blank check company.

For further details, see the sections titled “Stockholder Proposal No. 2 — The Binding Charter Proposal” and “Stockholder Proposal No. 3 — The Advisory Charter Proposals.

The Director Election Proposal

7GC will also ask its stockholders to consider and vote upon a proposal to elect, effective at Closing, seven directors to serve staggered terms on the New Banzai Board until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. For further details, see the section titled “Stockholder Proposal No. 4 — The Director Election Proposal.

 

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The Nasdaq Proposal

7GC will also ask its stockholders to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq: (i) the issuance of New Banzai Class A Shares pursuant to the Merger Agreement; and (ii) the related change of control of 7GC that will occur in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement. For further details, see the section titled “Stockholder Proposal No. 5 — The Nasdaq Proposal.”

The Incentive Plan Proposal

7GC will also ask its stockholders to consider and vote upon a proposal to approve and adopt the Equity Incentive Plan. For further details, see the section titled “Stockholder Proposal No. 6 — The Incentive Plan Proposal.”

The ESPP Proposal

7GC will also ask its stockholders to consider and vote upon a proposal to approve the ESPP. For further details, see the section titled “Stockholder Proposal No. 7 — The ESPP Proposal.”

The Adjournment Proposal

7GC will also ask its stockholders to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or votes for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 7GC stockholders. For further details, see the section titled “Stockholder Proposal No. 8 — The Adjournment Proposal.”

The 7GC Board’s Reasons for the Business Combination

The 7GC Board, in evaluating the Business Combination, consulted with 7GC’s management and legal and financial advisors and unanimously decided to (a) enter into the Merger Agreement and to consummate the Mergers and the other transactions contemplated by the Merger Agreement, pursuant to and subject to the terms and conditions of the Merger Agreement, and (b) propose the approval of the Mergers and the Business Combination and the approval and adoption of the Merger Agreement to be submitted to a vote at the Special Meeting of 7GC’s stockholders. In considering the Business Combination, the 7GC Board considered a number of factors pertaining to the Business Combination as generally supporting their decision to enter into the Merger Agreement (including the Mergers) and the other transactions contemplated thereby. For the factors considered by the 7GC Board in reaching its decision, see the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — The 7GC Board’s Reasons for the Approval of the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements.”

Sponsor Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, 7GC, Banzai, and the Sponsor entered into the Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed, during

 

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the Voting Period (as defined in the Sponsor Support Agreement) to vote or consent, in person or by proxy, all of its Subject Shares (as defined in the Sponsor Support Agreement) (a) in favor of the adoption of the Merger Agreement and approval of the Transactions (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of 7GC or the Merger Subs contained in the Merger Agreement, (c) in favor of the proposals set forth in this proxy statement/prospectus, and (d) except as set forth in this proxy statement/prospectus, against the following actions or proposals: (i) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; or (ii) (A) any amendment of the Existing Charter or bylaws of 7GC; (B) any change in 7GC’s corporate structure or business; or (C) any other action or proposal involving 7GC or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or would reasonably be expected to result in any of 7GC’s closing conditions or obligations under the Merger Agreement not being satisfied. Additionally, the Sponsor agreed not to, and shall cause its affiliates not to, enter into any agreement, commitment or arrangement with any person, the effect of which would be inconsistent with or violative of the foregoing.

A&R Company Support Agreement

Concurrently with the execution and delivery of the Original Merger Agreement, 7GC entered into the Original Company Support Agreement, and subsequently, concurrently with the execution and delivery of the Amendment, 7GC entered into the A&R Company Support Agreement, pursuant to which, among other things, each Banzai Stockholder agreed, during the period commencing on the date of the A&R Company Support Agreement and ending on the earlier to occur of (a) the Closing, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 7.1 of the Merger Agreement (the “Expiration Time”), not to, subject to certain exceptions: (i) sell, assign, offer, exchange, transfer (including by operation of law), pledge, dispose of, permit to exist any lien, security interest, or similar encumbrance with respect to, or otherwise encumber, any of the shares held by Banzai Stockholders set forth on Schedule I thereto (the “Subject Shares”) or otherwise agree or commit to do any of the foregoing, (ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with the A&R Company Support Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Subject Shares or (iv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting such Banzai Stockholder’s ability to perform its obligations under the A&R Company Support Agreement. Additionally, each Banzai Stockholder, agreed that, during the period commencing on the date of the A&R Company Support Agreement until the Expiration Time, at any meeting of the stockholders of Banzai, and in any action by written consent of the stockholders of Banzai, such Banzai Stockholder will, if a meeting is held, appear at the meeting and vote or provide consent, in person or by proxy, all of its, his or her Subject Shares: (a) to approve and adopt the Merger Agreement and the Transactions; (b) in any other circumstances upon which a consent or other approval is required under the governing documents of Banzai or Banzai stockholder agreements or otherwise sought with respect to, or in connection with, the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) with respect to all of such Banzai Stockholder’s Subject Shares held at such time in favor thereof; and (c) against any 7GC Competing Transaction (as defined in the Merger Agreement) or any proposal, action or agreement that would impede, interfere, frustrate, delay, postpone, prevent or nullify any provision of the A&R Company Support Agreement, the Merger Agreement, or the Mergers.

Amended & Restated Registration Rights Agreement

In connection with the execution of the Merger Agreement, New Banzai, the Sponsor, and the Existing Banzai Securityholders have agreed to enter into the A&R Registration Rights Agreement at the Closing. The A&R Registration Rights Agreement will provide these holders (and their permitted transferees) with the right to require New Banzai, at New Banzai’s expense, to register New Banzai Class A Shares that they hold on

 

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customary terms for a transaction of this type, including customary demand and piggyback registration rights. The A&R Registration Rights Agreement will also provide that New Banzai will pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.

Lock-up Agreements

In connection with the execution of the Merger Agreement, New Banzai and certain stockholders of Banzai, including Banzai’s officers, directors, and holders of 10% or more of the outstanding shares of Banzai Common Stock as of the date of the Merger Agreement, have agreed to enter into the Lock-up Agreements at the Closing. Pursuant to the Lock-up Agreements, such stockholders will agree not to, without the prior written consent of New Banzai (subject to certain exceptions): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act and the rules and regulations of the SEC promulgated thereunder, any shares of New Banzai Common Stock held by him, her, or it immediately after the Closing, any shares of New Banzai Common Stock issuable upon the exercise of options to purchase shares, or any securities convertible into or exercisable or exchangeable for New Banzai Common Stock held by him, her, or it immediately after the Closing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares of New Banzai Common Stock or securities convertible into or exercisable or exchangeable for New Banzai Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until 180 days after the Closing.

Ownership of New Banzai following the Business Combination

As of the date of this proxy statement/prospectus, there are (i) 9,079,638 shares of 7GC Common Stock issued and outstanding, consisting of the 5,650,000 founder shares held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), the 100,000 founder shares in the aggregate held by the four independent directors of 7GC, and 3,329,638 shares of 7GC Class A Common Stock, and (ii) 18,850,000 7GC Warrants issued and outstanding, consisting of the 7,350,000 7GC Private Placement Warrants held by the Sponsor, which will be surrendered, cancelled, and retired immediately prior to the First Effective Time pursuant to the Sponsor Forfeiture Agreement, and 11,500,000 7GC Public Warrants. Each whole warrant entitles the holder thereof to purchase one share of 7GC Class A Common Stock at $11.50 per share and, following the Second Merger, will entitle the holder thereof to purchase one New Banzai Class A Share at $11.50 per share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), 7GC’s fully diluted share capital would be 27,929,638 common stock equivalents.

Upon completion of the Business Combination, we anticipate that: (1) shares issued to the Banzai Management Stockholders will represent an ownership interest of 8.0% of the fully diluted New Banzai Common Stock, (2) shares issued to the Existing Banzai Securityholders (including those issued to holders of SAFE Rights and issuable upon conversion of the Subordinated Convertible Notes at the First Effective Time) other than the Banzai Management Stockholders will represent an ownership interest of 20.1% of the fully diluted New Banzai Common Stock, (3) shares held by 7GC public stockholders will represent an ownership interest of 10.8% of the fully diluted New Banzai Common Stock, (4) shares held by the Sponsor Persons will represent an ownership interest of 14.8% of the fully diluted New Banzai Common Stock (which does assume the forfeiture of Sponsor’s 7GC Private Placement Warrants, the Sponsor’s forfeiture of 396,500 founder shares pursuant to the Non-Redemption Agreements, and transfer of 100,000 founder shares to Cohen at Closing pursuant to the Cohen Engagement Letter), (5) New Award Grants will represent an ownership interest of 0% of the fully diluted New Banzai Common Stock upon full vesting and/or exercise thereof, (6) shares issued pursuant to the GEM Warrant issued in connection with funding under the GEM Agreement will represent an ownership interest of 2.7% of the

 

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fully diluted New Banzai Common Stock, (7) shares issued in connection with funding under the GEM Agreement will represent an ownership interest of 11.3% of the fully diluted New Banzai Common Stock, and (8) 7GC Public Warrants will represent an ownership interest of 32.4% of the fully diluted New Banzai Common Stock upon exercise thereof. These ownership interest levels are based on Banzai’s capitalization as of June 30, 2023 and assume (i) no additional issuance of Banzai equity, (ii) the Closing occurs on October 31, 2023, (iii) funding of $40,000,000 and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing, and (iv) except for the public stockholders that exercised their redemption rights in connection with the Business Combination pursuant to the Extension Meeting or the Second Extension Meeting, no public stockholders further exercise their redemption rights in connection with the Business Combination.

The following table illustrates the varying ownership levels in New Banzai immediately following the consummation of the Business Combination, based on the assumptions above; provided that in the 25%, 50%, 75%, and maximum redemptions scenarios, assumption (iii) above is modified to assume that public stockholders exercise their redemption rights at the applicable redemption levels in connection with the Business Combination.

 

    Fully Diluted Share Ownership in New Banzai  
    Pro Forma Combined
(Assuming No
Redemptions)
    Pro Forma Combined
(Assuming 25%
Redemptions)
    Pro Forma Combined
(Assuming 50%
Redemptions)
    Pro Forma Combined
(Assuming 75%
Redemptions)
    Pro Forma Combined
(Assuming Maximum
Redemptions)
 
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
    Number of
Shares
    %
Ownership
 

Banzai Management Stockholders

    2,846,638       8.0     2.846,638       8.2     2,846,638       8.4     2,846,638       8.6     2,846,638       8.9

Existing Banzai Securityholders(1)

    7,153,304       20.1     7,153,304       20.6     7,153,304       21.2     7,153,304       21.7     7,153,304       22.3

Public Stockholders(2)

    3,826,138       10.8     2,993,728       8.6     2,161,319       6.4     1,328,910       4.0     496,500       1.5

Sponsor Persons

    5,253,500       14.8     5,253,500       15.2     5,253,500       15.5     5,253,500       15.9     5,253,500       16.4

New Award Grants

    —        —        —        —        —        —        —        —        —        —   

GEM Warrant

    945,760       2.7     920,016       2.7     894,271       2.6     868,526       2.6     842,782       2.6

GEM Agreement

Shares(3)

    4,000,000       11.3     4,000,000       11.5     4,000,000       11.8     4,000,000       12.1     4,000,000       12.5

Public Warrants

    11,500,000       32.4     11,500,000       33.2     11,500,000       34.0     11,500,000       34.9     11,500,000       35.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    35,525,340       100.0     34,667,186       100.0     33,809,032       100     32,950,878       100.0     32,092,724       100.0

 

(1)

Excluding the 2,846,638 shares issued to the Banzai Management Stockholders.

(2)

Including the 396,500 New Banzai Class A Shares to be issued at Closing pursuant to the Non-Redemption Agreements and the 100,000 founder shares to be transferred to Cohen at Closing pursuant to the Cohen Engagement Letter.

(3)

The shares issued pursuant to the GEM Agreement will be issued at a discount to the then-applicable market price of New Banzai Common Stock in tranches over a specified time period pursuant to the terms of the GEM Agreement, but are presented herein as if issued at $10 per share simultaneously at Closing for purposes of illustrating aggregate pro forma effect.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Board of Directors of New Banzai Following the Business Combination

Upon completion of the Business Combination, we anticipate that the New Banzai Board will consist of seven members, classified into three separate classes, with each class serving a three-year term; except, with respect to the election of directors at the special meeting pursuant to the Director Election Proposal: the Class I directors will be elected to an initial one-year term (and three-year terms subsequently), the Class II directors will be elected to an initial two-year term (and three-year terms subsequently) and the Class III directors will be elected to an initial three-year term (and three-year terms subsequently). All of our existing directors of 7GC, except for Jack Leeney, have informed us that they will resign from our board of directors upon completion of the Business Combination.

 

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Our board of directors has nominated the following individuals for election at the Special Meeting pursuant to The Director Election Proposal:

 

   

Class I Directors:     and    ;

 

   

Class II Directors:      and     ; and

 

   

Class III Directors:     ,     and Jack Leeney.

For additional details, see the sections of this proxy statement/prospectus entitled “Proposal No. 4 — The Director Election Proposal” and “Management of New Banzai after the Business Combination.”

Date, Time, and Place of Special Meeting of 7GC’s Stockholders

The Special Meeting of the stockholders of 7GC will be held virtually via live webcast at    , Eastern Time, on   , 2023 at    , to consider and vote upon the proposals to be put to the Special Meeting, including the Adjournment Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or votes for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to 7GC stockholders.

Voting Power; Record Date

7GC stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of 7GC Common Stock at the close of business on    , 2023, which is the record date for the Special Meeting. Stockholders will have one vote for each share of 7GC Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. 7GC Warrants do not have voting rights. As of the close of business on the record date, there were    shares of 7GC Class A Common Stock issued and outstanding, and   shares of 7GC Class B Common Stock issued and outstanding.

Quorum and Vote of 7GC Stockholders

A quorum of 7GC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if the holders of shares of outstanding 7GC Common Stock representing a majority of the voting power of all outstanding shares of 7GC Common Stock entitled to vote at the Special Meeting are represented electronically or by proxy, except that when specified business is to be voted on by a class of 7GC Common Stock voting as a class, the holders of shares representing a majority of the voting power of all outstanding shares of such class of 7GC Common Stock shall constitute a quorum of such class for the transaction of such business. As of the record date for the Special Meeting, to consider and vote upon the Charter Proposals,   shares of 7GC Class A Common Stock and     shares of 7GC Class B Common Stock would be required to achieve a quorum at the Special Meeting. As of the record date for the Special Meeting, to consider and vote upon the Business Combination Proposal, Director Election Proposal, Nasdaq Proposal, Incentive Plan Proposal, ESPP Proposal, and Adjournment Proposal,    shares of 7GC Common Stock would be required to achieve a quorum at the Special Meeting.

The Sponsor Persons have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. As of the date of this proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors).

 

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The proposals presented at the Special Meeting require the following votes:

 

   

Business Combination Proposal: The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Business Combination Proposal.

 

   

The Charter Proposals: The approval of each of the Charter Proposals requires an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Common Stock entitled to vote thereon, voting together as a single class, an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class A Common Stock entitled to vote thereon, voting separately as a single class, and an affirmative vote of the holders of at least a majority of the outstanding shares of 7GC Class B Common Stock entitled to vote thereon, voting separately as a single class. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote on any of the Charter Proposals will have the same effect as a vote against any such Charter Proposal.

 

   

The Director Election Proposal: The approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

 

   

Nasdaq Proposal: The approval of the Nasdaq proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Nasdaq Proposal.

 

   

Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Incentive Plan Proposal.

 

   

ESPP Proposal: The approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the ESPP Proposal.

 

   

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of 7GC Common Stock represented electronically or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a 7GC stockholder’s failure to vote by proxy or to vote electronically online at the Special Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Adjournment Proposal.

Redemption Rights

Pursuant to the Existing Charter, a holder of public shares originally sold as part of the units issued in 7GC’s initial public offering may request of 7GC that 7GC redeem all or a portion of its public shares for cash, out of

 

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funds legally available therefor, if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

(a) hold public shares, or (b) if you hold public shares through 7GC Units, elect to separate your 7GC Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, in which you (a) request that 7GC redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number, and address; and

 

  (iii)

deliver your public shares to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on    , 2023 (two business days before the Special Meeting) in order for their public shares to be redeemed.

The redemption rights include the requirement that a public stockholder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Holders of public shares may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares submitted for redemption will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a holder of public shares properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, 7GC will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of     , 2023, this would have amounted to approximately $    per issued and outstanding public share. If a holder of public shares exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own shares of 7GC Class A Common Stock.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to stockholders for the return of their shares.

Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to 7GC unless the 7GC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If you submit a redemption request to Continental and later decide prior to the Special Meeting not to elect redemption, you may request to withdraw the redemption request. You may make such request by contacting Continental at the phone number or address listed in the section titled “Questions and answers — Q: Who can help answer my questions?

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s public share certificates (if any) and other redemption forms have been delivered to Continental, physically or electronically through DTC, at least two business days prior to the vote at the Special Meeting.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in

 

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Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of 7GC. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of 7GC.

The Sponsor Persons have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. The 7GC Common Stock held by the Sponsor Persons will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors).

The closing price of the shares of 7GC Class A Common Stock on   , 2023 was $   . For illustrative purposes, as of    , 2023, funds in the Trust Account plus accrued interest thereon not previously released to 7GC to pay its taxes totaled approximately $    or approximately $   per issued and outstanding share of 7GC Class A Common Stock.

Prior to exercising redemption rights, public stockholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights, if the market price per share is higher than the redemption price. 7GC cannot assure its stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

Appraisal Rights

Neither 7GC’s stockholders nor 7GC’s warrant holders have appraisal rights in connection with the Business Combination or the Transactions under Delaware law.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. 7GC has engaged the Proxy Solicitor to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section titled “Special Meeting of 7GC — Revoking Your Proxy.”

Interests of 7GC’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the 7GC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor Persons, including 7GC’s directors and executive officers, have interests in such proposal that are different from, or in addition to, those of 7GC’s stockholders generally. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

The Sponsor (including its representatives and affiliates) and 7GC’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to 7GC. The Sponsor and 7GC’s

 

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directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to 7GC completing its initial business combination. Moreover, certain of 7GC’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. 7GC’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to 7GC, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in 7GC’s favor and such potential business opportunities may be presented to other entities prior to their presentation to 7GC, subject to applicable fiduciary duties under Delaware law. 7GC’s Existing Charter provides that 7GC renounces its interest in any corporate opportunity offered to any director or officer of 7GC unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of 7GC and (i) it is an opportunity that 7GC is legally and contractually permitted to undertake and is reasonable for 7GC to pursue, and (ii) the director or officer is permitted to refer such opportunity to 7GC without violating any other legal obligation. This provision in 7GC’s Existing Charter may present a conflict of interest in the event that a director or officer of 7GC is offered a corporate opportunity in a capacity other than his or her capacity as a director or officer of 7GC that is suitable for 7GC. 7GC does not believe that such potential conflict of interest impacted 7GC’s search for a business combination target.

7GC’s existing directors and officers will be eligible for continued indemnification and continued coverage under 7GC’s directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.

Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor Persons have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. As of the date of this proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors). Pursuant to the Non-Redemption Agreements, immediately prior to, and substantially concurrently with, the closing of an initial business combination, (i) the Sponsor (or its designees) will surrender and forfeit to 7GC for no consideration the Forfeited Shares and (ii) 7GC will issue to the Holders a number of shares of 7GC Class A Common Stock equal to the number of Forfeited Shares

The Sponsor and 7GC’s directors, officers, advisors, or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans, or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of 7GC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or 7GC’s directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

 

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The purpose of such purchases would be to (i) ensure that such shares would not be redeemed in connection with the initial business combination,(ii) ensure that 7GC’s net tangible assets are at least $5,000,001, where it appears that such requirement would otherwise not be met, (iii) reduce the number of warrants outstanding, or (iv) vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of shares of 7GC Class A Common Stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and 7GC’s officers, directors, and/or their affiliates anticipate that they may identify the stockholders with whom the Sponsor or 7GC’s officers, directors, or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares of 7GC Class A Common Stock) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or 7GC’s officers, directors, advisors, or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination Proposal but only if such shares have not already been voted at the Special Meeting. The Sponsor and 7GC’s officers, directors, advisors, or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or 7GC’s officers, directors, advisors, or their affiliates enter into any such private purchase, prior to the Special Meeting, 7GC will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which 7GC has received redemption requests pursuant to its stockholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or 7GC’s officers, directors, and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and 7GC’s officers, directors and/or their affiliates will not make purchases of shares of 7GC Class A Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

The existence of financial and personal interests of one or more of 7GC’s directors may result In a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Recommendation to Stockholders of 7GC

The 7GC Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of 7GC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Binding Charter Proposals, “FOR” the

 

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Advisory Charter Proposals, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of 7GC and its stockholders and what he, she or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no holders of shares of 7GC Class A Common Stock exercise their redemption rights in connection with the Business Combination, except for the public stockholders that exercised their redemption rights in connection with the Business Combination pursuant to the Extension Meeting or the Second Extension Meeting, and (ii) that New Banzai issues 9,999,942 shares of New Banzai Common Stock to Existing Banzai Securityholders; provided that in the 25%, 50%, 75% and maximum redemptions scenarios, these assumptions are modified to assume that public stockholders exercise their redemption rights at the applicable redemption levels in connection with the Business Combination. If the actual facts are different from these assumptions, then the amounts and shares outstanding after the Closing will be different and those changes could be material.

No Redemptions Scenario

 

Sources

    

Uses

 
(in millions)  

Cash held in Trust Account(1)

   $ 35.3      Cash to balance sheet   $ 92.3  

Existing Banzai Securityholders — equity rollover(2)

     100.0      Transaction expenses(3)     8.0  

PIPE(4)

     20.0      Existing Banzai Securityholders — equity rollover(2)     100.0  

Bridge funding(4)

     5.0       

Cash under the GEM Agreement(5)

     40.0       
  

 

 

      

 

 

 

Total sources

   $ 200.3      Total uses   $ 200.3  
  

 

 

      

 

 

 

 

(1)

Calculated as of July 31, 2023.

(2)

Based on the Total Consideration.

(3)

Reflects estimated 7GC Transaction Expenses of $4 million and estimated Company Expenses of $4 million.

(4)

7GC and Banzai intend to enter into a PIPE transaction of $20 million and bridge funding of $5 million prior to Closing.

(5)

Assumes funding of $40 million and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing.

 

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25% Redemptions Scenario

 

Sources

    

Uses

 
(in millions)  

Cash held in Trust Account(1)

   $ 26.5      Cash to balance sheet   $ 83.5  

Existing Banzai Securityholders — equity rollover(2)

     100.0      Transaction expenses(3)     8.0  

PIPE(4)

     20.0      Existing Banzai Securityholders — equity rollover(2)     100.0  

Bridge funding(4)

     5.0       

Cash under the GEM Agreement(5)

     40.0       
  

 

 

      

 

 

 

Total sources

   $ 191.5      Total uses   $ 191.5  
  

 

 

      

 

 

 

 

(1)

Calculated as of July 31, 2023.

(2)

Based on the Total Consideration.

(3)

Reflects estimated 7GC Transaction Expenses of $4 million and estimated Company Expenses of $4 million.

(4)

7GC and Banzai intend to enter into a PIPE transaction of $20 million and bridge funding of $5 million prior to Closing.

(5)

Assumes funding of $40 million and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing.

50% Redemptions Scenario

 

Sources

    

Uses

 
(in millions)  

Cash held in Trust Account(1)

   $ 17.7      Cash to balance sheet   $ 74.7  

Existing Banzai Securityholders — equity rollover(2)

     100.0      Transaction expenses(3)     8.0  

PIPE(4)

     20.0      Existing Banzai Securityholders — equity rollover(2)     100.0  

Bridge funding(4)

     5.0       

Cash under the GEM Agreement(5)

     40.0       
  

 

 

      

 

 

 

Total sources

   $ 182.7      Total uses   $ 182.7  
  

 

 

      

 

 

 

 

(1)

Calculated as of July 31, 2023.

(2)

Based on the Total Consideration.

(3)

Reflects estimated 7GC Transaction Expenses of $4 million and estimated Company Expenses of $4 million.

(4)

7GC and Banzai intend to enter into a PIPE transaction of $20 million and bridge funding of $5 million prior to Closing.

(5)

Assumes funding of $40 million and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing.

75% Redemptions Scenario

 

Sources

    

Uses

 
(in millions)  

Cash held in Trust Account(1)

   $ 8.8      Cash to balance sheet   $ 65.8  

Existing Banzai Securityholders — equity rollover(2)

     100.0      Transaction expenses(3)     8.0  

PIPE(4)

     20.0      Existing Banzai Securityholders — equity rollover(2)     100.0  

Bridge funding(4)

     5.0       

Cash under the GEM Agreement(5)

     40.0       
  

 

 

      

 

 

 

Total sources

   $ 173.8      Total uses   $ 173.8  
  

 

 

      

 

 

 

 

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(1)

Calculated as of July 31, 2023.

(2)

Based on the Total Consideration.

(3)

Reflects estimated 7GC Transaction Expenses of $4 million and estimated Company Expenses of $4 million.

(4)

7GC and Banzai intend to enter into a PIPE transaction of $20 million and bridge funding of $5 million prior to Closing.

(5)

Assumes funding of $40 million and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing.

Maximum Redemptions Scenario

 

Sources

    

Uses

 
(in millions)  

Cash held in Trust Account(1)

   $ —       Cash to balance sheet   $ 57.0  

Existing Banzai Securityholders — equity rollover(2)

     100.0      Transaction expenses(3)     8.0  

PIPE(4)

     20.0      Existing Banzai Securityholders — equity rollover(2)     100.0  

Bridge funding(4)

     5.0       

Cash under the GEM Agreement(5)

     40.0       
  

 

 

      

 

 

 

Total sources

   $ 165.0      Total sources   $ 165.0  
  

 

 

      

 

 

 

 

(1)

Calculated as of July 31, 2023.

(2)

Based on the Total Consideration.

(3)

Reflects estimated 7GC Transaction Expenses of $4 million and estimated Company Expenses of $4 million.

(4)

7GC and Banzai intend to enter into a PIPE transaction of $20 million and bridge funding of $5 million prior to Closing.

(5)

Assumes funding of $40 million and issuance, along with the GEM Warrant, of 4,000,000 shares of Banzai Common Stock at a purchase price of $10 per share under the GEM Agreement at Closing.

Material U.S. Federal Income Tax Consequences

For a discussion summarizing the material U.S. federal income tax consequences of the exercise of redemption rights to 7GC stockholders, please see the section titled “Material U.S. Federal Income Tax Consequences.”

Expected Accounting Treatment

The Business Combination

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, 7GC is treated as the “acquired” company for financial reporting purposes. Banzai has been determined to be the accounting acquirer because Banzai, as a group, will retain a majority of the outstanding shares of New Banzai as of the closing of the Business Combination, they have nominated more than half of the members of the board of directors as of the closing of the Business Combination, Banzai’s management will continue to manage New Banzai and Banzai’s business will comprise the ongoing operations of New Banzai. See the section titled “Business Combination Proposal — Expected Accounting Treatment.”

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the

 

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Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. 7GC and Banzai filed the required forms under the HSR Act with the Antitrust Division and the FTC within ten business days following the date of the Merger Agreement.

On January 23, 2023, the waiting period with respect to the Notification and Report Forms under the HSR Act expired at 11:59 p.m. Eastern Time. At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Banzai’s assets, subjecting the completion of the Business Combination to regulatory conditions, or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. 7GC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, 7GC cannot assure you as to its result.

Neither 7GC nor Banzai is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

7GC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in 7GC’s periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. 7GC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, 7GC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of 7GC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

New Banzai will qualify as an “emerging growth company.” New Banzai will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO (December 31, 2025), (b) in which New Banzai has total annual gross revenue of at least $1.235 billion, or (c) in which New Banzai is deemed to be a large accelerated filer, which means the market value of the

 

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common equity of New Banzai that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which New Banzai has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Summary Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section titled “Risk Factors.” The occurrence of one or more of the events or the circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect 7GC’s and Banzai’s ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition, or results of operations of New Banzai. Such risks include, but are not limited to:

Risks Related to Banzai’s Business and Industry

 

   

Banzai has incurred significant operating losses in the past and may never achieve or maintain profitability.

 

   

Banzai has a limited operating history with its current offerings, which makes it difficult to evaluate its current and future business prospects and increases the risk of your investment.

 

   

Banzai’s revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if it fails to retain its customers at current or expanded subscriptions, its business will be harmed.

 

   

If Banzai is unable to attract new customers on a cost-effective basis, its business will be harmed.

 

   

The forecasts and projections herein are based upon certain assumptions, analyses, and estimates. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, Banzai’s actual results may differ materially from those forecasted or projected.

 

   

Banzai may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with its existing products, and its business could be harmed and its revenue could suffer as a result.

Risks Related to the Business Combination and 7GC

 

   

7GC may not be able to complete the Business Combination or any other business combination within the prescribed timeframe, in which case 7GC would cease all operations, except for the purpose of winding up, and 7GC would redeem the 7GC Class A Common Stock and liquidate.

 

   

The historical financial results of Banzai and unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New Banzai’s actual financial position or results of operations would have been.

 

   

The Business Combination is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all.

 

   

Following the consummation of the Business Combination, New Banzai’s only significant asset will be its ownership interest in Banzai, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on New Banzai Common Stock or satisfy its other financial obligations.

 

   

7GC has no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for 7GC to complete a business combination with which a substantial majority of 7GC’s stockholders do not agree.

 

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7GC’s public stockholders will experience immediate dilution as a consequence of the issuance of New Banzai Class A Shares as consideration in the Business Combination and due to future issuances pursuant to the Equity Incentive Plan. Having a minority share position may reduce the influence that 7GC’s current stockholders have on the management of New Banzai.

Risks Related to New Banzai Class A Shares Following the Transactions

 

   

New Banzai’s dual class common stock structure will have the effect of concentrating voting power with New Banzai’s Chief Executive Officer and Co-Founder, Joseph Davy, which limits an investor’s ability to influence the outcome of important transactions, including a change in control.

 

   

We cannot predict the impact New Banzai’s dual class structure will have on the market price of New Banzai Class A Shares.

 

   

As a “controlled company” within the meaning of Nasdaq listing rules after Closing, New Banzai will qualify for exemptions from certain corporate governance requirements and will have the opportunity to elect to avail itself of any of the exemptions afforded a controlled company.

 

   

The market price of New Banzai Class A Shares is likely to be highly volatile, and you may lose some or all of your investment.

 

   

It is not currently anticipated that New Banzai will pay dividends on New Banzai Class A Shares, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the market price of New Banzai Class A Shares.

 

   

Future sales of New Banzai Class A Shares may depress their stock price.

Risks Related to Redemption

 

   

If a public stockholder fails to receive notice of 7GC’s offer to redeem public shares in connection with the Business Combination or fails to comply with the procedures for tendering public shares, such shares may not be redeemed.

 

   

There is no guarantee that a stockholder’s decision whether to redeem its public shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

 

   

7GC directors may decide not to enforce the indemnification obligation of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to public stockholders.

 

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RISK FACTORS

The following risk factors will apply to business and operations of New Banzai following the Closing. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition, and operating results of Banzai and New Banzai’s business, prospects, financial condition, and operating results following the completion of the Business Combination. You should carefully consider the risks described below, together with the financial and other information contained in this proxy statement/prospectus, including the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our and 7GC’s financial statements and related notes, before deciding how to vote your shares of 7GC Common Stock. If any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial actually occurs, our business, financial condition, results of operations, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects.

Risks Related to Banzai’s Business and Industry

Unless the context otherwise suggests, in this subsection, “Banzai,” “we,” “us,” “our,” and the “Company” refer to the business and operations of Banzai and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New Banzai and its subsidiaries following the consummation of the Business Combination.

We have incurred significant operating losses in the past and may never achieve or maintain profitability.

We have incurred significant operating losses since our inception, including net losses of $15.5 million, $10.1 million, $7.1 million, and $5.6 million in the years ended December 31, 2022 and 2021 and the six months ended June 30, 2023 and 2022, respectively. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company and as we continue to invest in increasing our customer base, expanding our operations, hiring additional sales and other personnel, developing future products, and potentially acquiring complementary technology and businesses. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We are unable to accurately predict when, or if, we will be able to achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. To date, we have financed our operations principally from the sale of our equity, revenue from sales, and the incurrence of indebtedness. Our cash flow from operations was negative for the six months ended June 30, 2023 and 2022 and the years ended December 31, 2022 and 2021, and we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all and/or which would be dilutive to our stockholders. If we are unable to successfully address these risks and challenges as we encounter them, our business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively impact the value of New Banzai Common Stock.

We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment.

While we served our first customer in 2017, we have significantly altered our product offerings over the past few years. Our limited operating history with respect to our current product offerings makes it difficult to effectively assess or forecast our future prospects. For example, in 2021, we acquired Demio Holding, Inc., a Delaware corporation (“Demio”), a webinar platform startup, and integrated Demio’s platform into our service offerings and in 2023, we launched Boost, a tool used by Demio customers to enhance participation in their

 

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Demio webinars. You should consider our business and prospects in light of the risks and difficulties we encounter or may encounter. These risks and difficulties include our ability to cost-effectively acquire new customers, retain existing customers, and expand the scope of the platform we sell to new and existing customers. Furthermore, in pursuit of our growth strategy, we may enter into new partnerships to further penetrate our targeted markets and adoption of our solutions, but it is uncertain whether these efforts will be successful. If we fail to address the risks and difficulties that we may face, including those associated with the challenges listed above, our business, prospects, financial condition, and operating results may be materially and adversely harmed.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected.

Our revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if we fail to retain our customers at current or expanded subscriptions, our business will be harmed.

Our customers have no obligation to renew their subscriptions for our product offerings after the expiration of their subscription periods. Our customers may not renew. Our renewal and reactivation rates may decline because of a number of factors, including customer dissatisfaction, customers’ spending levels, decreased return on investment, increased competition, or pricing changes. If our customers do not renew their subscriptions or downgrade the products purchased under their subscriptions, our revenue may decline and our business may be harmed. Our future success also depends in part on existing customers expanding their subscriptions. If our efforts to sell upgrades to our customers are not successful, it may decrease our revenue growth rate.

If we are unable to attract new customers on a cost-effective basis, our business will be harmed.

To grow our business, we must continue to grow our customer base in a cost-effective manner. Increasing our customer base and achieving broader market acceptance of our product offerings will depend, to a significant extent, on our ability to effectively expand our sales and marketing activities. We may not be able to recruit qualified personnel, train them to perform, and achieve an acceptable level of sales production from them on a timely basis or at all. In addition, the cost to attract new customers may increase as we market our existing and new products to different market segments. If we are unable to maintain effective sales and marketing activities, our ability to attract new customers could be harmed, our sales and marketing expenses could increase substantially, and our business may be harmed. Further, to the extent there is a sustained general economic downturn and our customers and potential customers experience delays or reductions in general customer engagement technology spending, potential customers may be unwilling to take on the additional cost associated with adopting our product offerings as an alternative to their existing products or service providers, and if they choose to adopt our products, they may not purchase additional products and services in the future due to budget limitations.

If we fail to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We expect to continue to experience growth in our headcount and operations, which will continue to place significant demands on our management and our administrative, operational, and financial reporting resources. Our growth will require hiring additional employees and making significant expenditures, particularly in sales and marketing but also in our technology, professional services, finance, and administration teams. Our ability to effectively manage our growth will require the allocation of management and employee resources along with improvements to operational and financial controls and reporting procedures and systems. Our expenses may increase more than we plan, and we may fail to hire qualified personnel, expand our customer base, enhance our

 

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existing products, develop new products, integrate any acquisitions, satisfy the requirements of our existing customers, respond to competitive challenges, or otherwise execute our strategies. If we are unable to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

We are continually executing on growth initiatives, strategies, and operating plans designed to enhance our business and extend our existing and future offerings to address evolving needs. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies, and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with new regulatory requirements, the incurrence of other unexpected costs associated with operating our business, and lack of acceptance by our customers. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies, and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business may be harmed.

The forecasts and projections herein are based upon certain assumptions, analyses, and estimates. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.

The forecasts and projections, including projected revenue growth, cost of goods sold, operating expense, Gross Margin, and anticipated organic and inorganic growth, are subject to significant uncertainty and are based on certain assumptions, analyses, and estimates, including with reference to third-party forecasts, any or all of which may prove to be incorrect or inaccurate. These include assumptions, analyses, and estimates about future pricing, and future costs, all of which are subject to a wide variety of business, regulatory, and competitive risks and uncertainties. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected, and may adversely affect the value of New Banzai Common Stock.

If we fail to attract and retain qualified personnel, our business could be harmed.

Our success depends in large part on our ability to attract, integrate, motivate, and retain highly qualified personnel at a reasonable cost on the terms we desire, particularly sales and marketing personnel, software developers, and technical and customer support. Competition for skilled personnel, particularly in the technology industry, is intense and we may not be successful in attracting, motivating, and retaining needed personnel. We also may be unable to attract or integrate into our operations qualified personnel on the schedule we desire. We have from time to time experienced, and we expect to continue to experience, difficulty in attracting, integrating, motivating, and retaining highly qualified personnel, which could harm our business. In addition, dealing with the loss of the services of our executive officers or other key personnel and the process to replace any of our executive officers or other key personnel may involve significant time and expense, take longer than anticipated, and significantly delay or prevent the achievement of our business objectives, which may harm our business.

Our management team has a limited history working together operating the Company and, as a result, our past results may not be indicative of future operating performance.

We have a limited history working together operating the Company, which makes it difficult to forecast our future results. You should not rely on our past quarterly operating results as indicators of future performance. In

 

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addition, you should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by companies in rapidly evolving markets like ours, as well as the information included in this proxy statement/prospectus.

We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed and our revenue could suffer as a result.

Our ability to attract new customers and increase revenue from existing customers will likely depend upon the successful development, introduction, and customer acceptance of new and enhanced versions of our product offerings and on our ability to integrate any products and services that we may acquire, as well as our ability to add new functionality and respond to technological advancements. Moreover, if we are unable to expand our product offerings, our customers could migrate to competitors. Our business could be harmed if we fail to deliver new versions, upgrades, or other enhancements to our existing products to meet customer needs on a timely and cost-effective basis. Unexpected delays in releasing new or enhanced versions of our product offerings, or errors following their release, could result in loss of sales, delay in market acceptance, or customer claims against us, any of which could harm our business. The success of any new product depends on several factors, including timely completion, adequate quality testing, and market acceptance. We may not be able to develop new products successfully or to introduce and gain market acceptance of new solutions in a timely manner, or at all. If we are unable to develop new applications or products that address our customers’ needs, or to enhance and improve our product offerings in a timely manner, we may not be able to maintain or increase customer use of our products.

Our ability to introduce new products and features is dependent on adequate development resources. If we do not adequately fund our development efforts, we may not be able to compete effectively and our business and operating results may be harmed.

To remain competitive, we must continue to develop new product offerings, applications, features, and enhancements to our existing product offerings. Maintaining adequate development personnel and resources to meet the demands of the market is essential. If we are unable to develop our product offerings internally due to certain constraints, such as high employee turnover, lack of management ability, or a lack of other research and development resources, we may miss market opportunities. Further, many of our competitors expend a considerably greater amount of funds on their development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ development programs. Our failure to maintain adequate development resources or to compete effectively with the development programs of our competitors could materially adversely affect our business.

Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations.

In the past, we have pursued acquisitions of technology and expertise to enhance the products and services we offer. For example, in 2021, we acquired webinar platform startup Demio and integrated Demio’s platform into our service offerings. We anticipate that we will continue to make acquisitions of or investments in businesses, products, and technologies in the future. We may not realize the anticipated benefits, or any benefits, from our past or future acquisitions. In addition, if we finance acquisitions by incurring debt or by issuing equity or convertible or other debt securities, our then-existing stockholders may be diluted or we could face constraints related to the repayment of indebtedness. To the extent that the acquisition consideration is paid in the form of an earnout on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed and the value of your investment may decline. For us to

 

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realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours. Some of the challenges to successful integration of our acquisitions include:

 

   

unanticipated costs or liabilities resulting from our acquisitions;

 

   

retention of key employees from acquired businesses;

 

   

difficulties integrating acquired operations, personnel, technologies, or products;

 

   

diversion of management attention from existing business operations and strategy;

 

   

diversion of resources that are needed in other parts of our business, including integration of other acquisitions;

 

   

potential write-offs of acquired assets;

 

   

inability to maintain relationships with customers and partners of the acquired businesses;

 

   

difficulty of transitioning acquired technology and related infrastructures into our existing product offerings;

 

   

difficulty maintaining security and privacy standards of acquired technology consistent with our existing products;

 

   

potential financial and credit risks associated with the acquired businesses or their customers;

 

   

the need to implement internal controls, procedures, and policies at the acquired companies;

 

   

the need to comply with additional laws and regulations applicable to the acquired businesses; and

 

   

the income and indirect tax impacts of any such acquisitions.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments and negatively impact our business, financial condition, and results of operations.

We face significant competition from both established and new companies offering marketing, sales, and engagement software and other related applications, as well as internally developed software, which may harm our ability to add new customers, retain existing customers, and grow our business.

The marketing, sales, customer service, operations, and engagement software market is evolving, highly competitive, and significantly fragmented. With the introduction of new technologies and the potential entry of new competitors into the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, maintain or increase renewals, and maintain our prices.

We face intense competition from other software companies that develop marketing, sales, customer service, operations, and engagement management software and from marketing services companies that provide interactive marketing services. Competition could significantly impede our ability to sell subscriptions to our products on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products less competitive or obsolete. In addition, if these competitors develop products with similar or superior functionality to our platform, we may need to decrease the prices or accept less favorable terms for our platform subscriptions in order to remain competitive. If we are unable to maintain our pricing due to competitive pressures, our margins will be reduced and our operating results will be negatively affected.

Our competitors include:

 

   

Vimeo, Zoom, and GoToWebinar with respect to video platforms;

 

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Mailchimp and Constant Contact with respect to email marketing; and

 

   

Marketo, Hubspot, and Braze with respect to marketing automation platforms.

We compete across five distinct categories within the B2B (as defined herein) MarTech landscape: digital events and webinars, demand generation, creative development, engagement platforms and marketing automation, and measurement and attribution. Our current and potential competitors within any or all of such categories may have significantly more financial, technical, marketing, and other resources than we have, be able to devote greater resources to the development, promotion, sale, and support of their products and services, may have more extensive customer bases and broader customer relationships than we have, and may have longer operating histories and greater name recognition than we have. As a result, these competitors may respond faster to new technologies and undertake more extensive marketing campaigns for their products. In a few cases, these vendors may also be able to offer additional software at little or no additional cost by bundling it with their existing suite of applications. To the extent any of our competitors has existing relationships with potential customers for either marketing software or other applications, those customers may be unwilling to purchase our products because of their existing relationships with our competitor. If we are unable to compete with such companies, the demand for our product offerings could substantially decline.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, our ability to compete effectively could be adversely affected. Our competitors may also establish or strengthen cooperative relationships with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our product offerings. We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our business.

Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors.

Our operating results have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance, our projections, or the expectations of securities analysts because of a variety of factors, many of which are outside of our control and, as a result, should not be relied upon as an indicator of future performance. As a result, we may not be able to accurately forecast our operating results and growth rate. Any of these events could cause the market price of New Banzai Class A Shares to fluctuate. Factors that may contribute to the variability of our operating results include:

 

   

our ability to attract new customers and retain existing customers;

 

   

the financial condition of our current and potential customers;

 

   

changes in our sales and implementation cycles;

 

   

introductions and expansions of our product offerings, offerings, or challenges with their introduction;

 

   

changes in our pricing or fee structures or those of our competitors;

 

   

the timing and success of new offering introductions by us or our competitors or any other change in the competitive landscape of our industry;

 

   

increases in operating expenses that we may incur to grow and expand our operations and to remain competitive;

 

   

our ability to successfully expand our business;

 

   

breaches of information security or privacy;

 

   

changes in stock-based compensation expenses;

 

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the amount and timing of operating costs and capital expenditures related to the expansion of our business;

 

   

adverse litigation judgments, settlements, or other litigation-related costs;

 

   

the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation;

 

   

changes in our effective tax rate;

 

   

our ability to make accurate accounting estimates and appropriately recognize revenue for our existing and future offerings;

 

   

changes in accounting standards, policies, guidance, interpretations, or principles;

 

   

instability in the financial markets;

 

   

general economic conditions, both domestic and international;

 

   

volatility in the global financial markets;

 

   

political, economic, and social instability, including terrorist activities and outbreaks of public health threats, such as coronavirus, influenza, or other highly communicable diseases or viruses, and any disruption these events may cause to the global economy; and

 

   

changes in business or macroeconomic conditions.

The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that quarter-to-quarter and year-to-year comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance.

Because we recognize revenue from subscriptions for our product offerings over the terms of the subscriptions, our financial results in any period may not be indicative of our financial health and future performance.

We generally recognize revenue from subscription fees paid by customers ratably over the terms of their subscription agreements. As a result, most of the subscription revenue we report in each quarter is the result of agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not be fully reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as subscription revenue from new customers must be recognized over the applicable subscription terms.

Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.

Our sales cycle, which is the time between initial contact with a potential new customer and the ultimate sale to that customer, is often lengthy and unpredictable. Potential new customers typically spend significant time and resources evaluating product offering solutions, which requires us to expend substantial time, effort, and money educating them about the value of our platform. Accordingly, it is difficult for us to forecast when or if a sale will close or the size of any specific sales to new customers. In addition, customers may delay their purchases from one quarter to another as they wait for us to develop new features, assess their budget constraints, or forecast future business activity. Any delay in closing, or failure to close, sales in a particular quarter or year could significantly harm our projected growth rates and could cause our operating results to vary significantly.

 

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Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants, our lenders could accelerate our indebtedness, proceed against certain collateral or exercise other remedies, which could have a material adverse effect on us.

On February 19, 2021, we entered into a loan agreement with CP BF Lending LLC (our “Lender” and such agreement, the “Loan Agreement”). The Loan Agreement contains a number of provisions that impose operating and financial restrictions which, subject to certain exceptions, limit our ability to, among other things: incur additional indebtedness, pay dividends or make distributions or redeem or repurchase our securities, make certain investments, grant liens on assets, sell or dispose of any material assets; and acquire the assets of, or merge or consolidate with, other companies. Additionally, the Loan Agreement contains affirmative covenants that require to us take, and have taken by certain dates, specific actions, some of which have not been satisfied. As a result, on August 24, 2023, we entered into a forbearance agreement with our Lender (the “Forbearance Agreement”) under which we acknowledged that we were in default of several obligations and such holder acknowledged such defaults and agreed, subject to certain conditions, not to exercise any right or remedy under the Loan Agreement, including its right to accelerate the aggregate amount outstanding under the Loan Agreement, until the date that is four months after the Closing of the Business Combination.

Complying with these covenants, as well as those that may be contained in any future debt agreements, may limit our ability to finance our future operations or working capital needs or to take advantage of future business opportunities. Our ability to comply with these covenants will depend on our future performance, which may be affected by events beyond our control. If we do not maintain and regain compliance with our continuing obligations or any covenants, terms and conditions of the Loan Agreement, after the expiration of the Forbearance Agreement, we could be in default and required to repay outstanding borrowings on an accelerated basis, which could subject us to decreased liquidity and other negative impacts on our business, results of operations and financial condition. In the case of an event of default, we may not have sufficient funds available to make the required payments under the Loan Agreement and may not be able to borrow sufficient funds to refinance the Loan Agreement. Even if new financing is available, it may not be on terms that are acceptable to us. If we are unable to repay amounts owed under the terms of the Loan Agreement, our Lender may choose to exercise its remedies in respect to the collateral, including a foreclosure of their lien (which may result in a sale of certain of our assets to satisfy our obligations under the Loan Agreement or ultimately in a bankruptcy or liquidation). The foregoing would materially and adversely affect the ongoing viability of our business.

The impacts of geopolitical, macroeconomic, and market conditions, including the global COVID-19 pandemic and other epidemics, have had, and may continue to have, a significant effect on our industry, which in turn affects how we and our customers are operating our respective businesses. Our business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval, and global pandemics.

The macroeconomic impacts of geopolitical events, such as the COVID-19 pandemic, inflation, labor shortages, lack of access to capital, lack of consumer confidence, supply chain disruptions, and market volatility have persisted and are expected to continue to pose risks to our and our customers’ business for the foreseeable future. Uncertainty about the duration of these negative macroeconomic conditions have impacted fiscal and monetary policy, including increases in interest rates, increased labor costs, and decreased corporate and consumer spending. The effects from a broadening or protracted extension of these conditions could result in a decrease in overall economic activity, hinder economic growth, or cause a recession in the United States or in the global economy. We sell our products throughout the United States, as well as in several international countries, to commercial and non-profit customers. As a result, our business may be harmed by factors in the United States and other countries such as disruptions in financial markets; reductions in spending, or downturns in economic activity in specific countries or regions, or in the various industries in which we operate; social, political, or labor conditions in specific countries or regions; or adverse changes in the availability and cost of capital, interest

rates, tax rates, or regulations. Further economic weakness and uncertainty may result in significantly decreased spending on our event marketing and management solutions, which may adversely affect harm our business.

 

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Our business depends on discretionary corporate spending. Negative macroeconomic conditions may adversely affect our customers’ businesses and reduce our customers’ operating expense budgets, which could result in reduced demand for our product offerings or cancellations, increased demands for pricing accommodations or higher rates of delays in collection of, or losses on, our accounts receivable, which could adversely affect our results of operations and financial position. During periods of economic slowdown and recession, consumers have historically reduced their discretionary spending, and our ability to sign new customers, and to upsell to and renew contracts with our existing customers may be significantly impacted. Additionally, challenging economic conditions also may impair the ability of our customers to pay for products and services they have purchased. As a result, our cash flow may be negatively impacted and our allowance for credit losses and write-offs of accounts receivable may increase. If we are unable to offset any decrease in revenue by increasing sales to new or existing customers, or otherwise offset higher costs through price increases, our revenue may decline. The extent to which the ongoing impacts of these negative macroeconomic conditions will impact our business, results of operations, and financial position is uncertain and will depend on political, social, economic, and regulatory factors that are outside of our control, including actions that may be taken by regulators and businesses (including our customers) in response to the macroeconomic uncertainty. Our business and financial performance may be unfavorably impacted in future periods if a significant number of our customers are unable to continue as viable businesses or they significantly reduce their operating budgets, or if there is a reduction in business confidence and activity, a decrease in government, corporate and consumer spending, or a decrease in growth in the overall market, among other factors.

Our business and financial performance are affected by the health of the worldwide meetings and events industry. Meetings and events are sensitive to business-related discretionary spending levels and tend to grow more slowly or even decline during economic downturns. Decreased expenditures by marketers and participants could also result in decreased demand for our product offerings, thereby causing a reduction in our sales. The impact of economic slowdowns on our business is difficult to predict, but has and may continue to result in reductions in events and our ability to generate revenue.

Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.

Our customers provide us with information that our solutions store, some of which is confidential information. In addition, we store personal information about our employees. We have security systems and information technology infrastructure designed to protect against unauthorized access to such information and money, but we may not be successful in protecting against all security breaches and cyber-attacks. Threats to and breaches of our information technology security can take various forms, including viruses, worms, ransomware, and other malicious software programs, or actions or omissions by an employee. Significant cybersecurity or data security breaches could result in the loss of business, litigation, regulatory investigations, loss of customers, and penalties that could damage our reputation and adversely affect the growth of our business.

In some cases, we must rely on the safeguards put in place by third parties to protect against security threats. These third parties, including vendors that provide products and services for our operations and our network of business application providers, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure, whether unintentionally or through a malicious backdoor. We do not review the software code included in third-party integrations in all instances.

Because the techniques used to obtain unauthorized access, sabotage systems, or otherwise access data and/or data backups change frequently and generally are not recognized until launched against a target, we or these third parties have been and, in the future, may be unable to anticipate these techniques or to implement adequate preventative measures. With the increasing frequency of cyber-related frauds to obtain inappropriate payments, we need to ensure our internal controls related to authorizing the transfer of funds are adequate. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cyber security. Any of these occurrences could create liability for us, put our reputation in jeopardy, and harm our business.

 

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Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions.

We store and transmit personal information relating to our employees, customers, prospective customers, and other individuals, and our customers use our technology platform to store and transmit a significant amount of personal information relating to their customers, vendors, employees, and other industry participants. Federal, state, and foreign government bodies and agencies have adopted, and are increasingly adopting, laws and regulations regarding the collection, use, processing, storage, and disclosure of personal or identifying information obtained from customers and other individuals. For example, in the United States, new comprehensive privacy laws have been or will be enacted in 2023 in Colorado, Utah, Connecticut, and Virginia, and updates to existing laws and regulations in California also became effective on January 1, 2023. These obligations have and will likely continue to increase the cost and complexity of delivering our services.

In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to our business. As new laws, regulations, and industry standards take effect, and as we offer new services in new markets, market segments and, potentially, new industries, we will need to understand and comply with various new requirements, which may impede our plans for growth or result in significant additional costs. These laws, regulations, and industry standards have had, and will likely continue to have, negative effects on our business, including by increasing our costs and operating expenses, and/or delaying or impeding our deployment of new or existing core functionality. Failure to comply with these laws, regulations, and industry standards could result in negative publicity, subject us to fines or penalties, expose us to litigation, or result in demands that we modify or cease existing business practices. Furthermore, privacy and data security concerns may cause our customers’ customers, vendors, employees, and other industry participants to resist providing the personal information necessary to allow our customers to use our applications effectively, which could reduce overall demand for our product offerings. Any of these outcomes could harm our business.

Our product offerings, solutions, and internal systems, as well as external internet infrastructure, may be subject to disruption that could harm our reputation and future sales or result in claims against us.

Because our operations involve delivering engagement solutions to our customers through a cloud-based software platform, our continued growth depends in part on the ability of our platform and related computer equipment, third-party data centers, infrastructure, and systems to continue to support our product offerings. In addition, in delivering our products to customers, we are reliant on internet infrastructure limitations. In the past, we have experienced temporary and limited platform disruptions, outages in our product functionality, and degraded levels of performance due to human and software errors, file corruption, and first and third-party capacity constraints associated with the number of customers accessing our products simultaneously. While our past experiences have not materially impacted us, in the future we may face more extensive disruptions, outages, or performance problems. In addition, malicious third parties may also conduct attacks designed to sabotage, impede the performance, or temporarily deny customers access to, our product offerings. If an actual or perceived disruption, outage, performance problem, or attack occurs, it could harm our reputation and the market perception of our product offerings; divert the efforts of our technical and management personnel; impair our ability to operate our business; cause us to lose customer information; or harm our customers’ businesses. Any of these events may increase non-renewals, limit our ability to acquire new customers, result in delayed or withheld payments from customers, or result in claims against us.

Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.

Our product offerings may contain undetected defects, such as errors or bugs. We have experienced such defects in the past in connection with new solutions and solution upgrades, and we expect that such defects may be found from time to time in the future. Despite testing by us, defects may not be found in our product offerings until they are deployed to or used by our customers. In the past, we have discovered software defects in our product offerings after they have been deployed to customers.

 

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Defects, disruptions in service, or other performance problems may damage our customers’ business and could hurt our reputation. We may be required, or may choose, for customer relations or other reasons, to expend additional resources to correct actual or perceived defects in our product offerings. If defects are detected or perceived to exist in our product offerings, we may experience negative publicity, loss of competitive position, or diversion of the attention of our key personnel; our customers may delay or withhold payment to us or elect not to renew their subscriptions; other significant customer relations problems may arise; or we may be subject to liability claims for damages. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our product offerings may harm our business and results of operations.

We rely on internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our brand and our business.

Our ability to deliver our solutions is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. We currently host our technology platform, serve our customers and members, and support our operations primarily using third-party data centers and telecommunications solutions, including cloud infrastructure services such as Amazon Web Services (“AWS”) and Google Cloud. We do not have control over the operations of the facilities of our data center providers, AWS, or Google Cloud. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and similar events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in our product offerings. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with customers and harm our business and could expose us to third-party liabilities.

For some of these services, we may not maintain redundant systems or facilities. Our technology platform’s continuing and uninterrupted performance is critical to our success. Members may become dissatisfied by any system failure that interrupts our ability to provide our solutions to them. We may not be able to easily switch our AWS and Google Cloud operations to another cloud service provider if there are disruptions or interference with our use of AWS or Google Cloud. Sustained or repeated system failures would reduce the attractiveness of our technology platform to customers and members and result in contract terminations, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our existing and future offerings. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. Neither our third-party data and call center providers nor AWS or Google Cloud have an obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with these providers on commercially reasonable terms, if our agreements with our providers are prematurely terminated, or if in the future we add additional data or call center providers or cloud service providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new providers. If these providers were to increase the cost of their services, we may have to increase the price of our existing and future offerings. Any such increased costs or pricing may have a negative effect on our customer relationships and may adversely affect our business and results of operations.

If we fail to effectively maintain and enhance our brands, our business may suffer.

We believe that continuing to strengthen our brands will be critical to achieving widespread acceptance of our product offerings and will require continued focus on active marketing efforts. Our brand awareness efforts will require continued investment across our business, particularly as we introduce new solutions that we develop or acquire and as we continue to expand in new markets. Brand promotion activities may not yield increased

 

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revenue, and even if they do, any increased revenue may not offset the expenses incurred in building our brand. If we fail to promote and maintain our brands, or if we incur substantial expense in an unsuccessful attempt to promote and maintain our brand, our business could be harmed.

Any failure to offer high-quality customer support services could adversely affect our relationships with our customers and our operating results.

Our customers depend on our support to assist with their needs. We may be unable to accurately predict our customers’ demand for services or respond quickly enough to accommodate short-term increases in customer or member demand for services. Increased customer demand for our product offerings, without a corresponding increase in productivity or revenue, could increase costs and adversely affect our operating results. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, our ability to sell our product offerings to existing and prospective customers, our relationships with third parties and our ability to form new partnerships, and our business and operating results.

Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.

We have incurred substantial losses during our history and do not expect to become profitable in the near future and may never achieve profitability. Under current U.S. federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and may be carried forward indefinitely, but will be only deductible to the extent of 80% of current year taxable income in any given year. Many states have similar laws.

In addition, both current and future unused net operating loss (“NOL”) carryforwards and other tax attributes may be subject to limitation under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders over a rolling three-year period. The Business Combination may result in an ownership change for Banzai and, accordingly, our NOL carryforwards and certain other tax attributes may be subject to limitations (or disallowance) on their use after the Business Combination. Additional ownership changes in the future could result in additional limitations on our NOL carryforwards. Consequently, even if we achieve profitability, we may not be able to utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow and results of operations.

We need to continue making significant investments in software development and equipment to improve our business.

To improve the scalability, security, performance, efficiency, availability, and failover aspects of our product offerings, and to support the expansion of our product offerings, we will need to continue making significant capital equipment expenditures and also invest in additional software and infrastructure development. If we experience increasing demand in subscriptions, we may not be able to augment our infrastructure quickly enough to accommodate such increasing demand. In the event of decreases in subscription sales, certain of our fixed costs, such as for capital equipment, may make it difficult for us to adjust our expenses downward quickly. Additionally, we are continually updating our software, creating expenses for us. We may also need to review or revise our software architecture and user experience as we grow, which may require significant resources and investments. Any of these factors could negatively impact our business and results of operations.

Adverse litigation results could have a material adverse impact on our business.

We are, have been, and may be involved in regulatory and government investigations and other proceedings, involving competition, intellectual property, data security and privacy, bankruptcy, tax and related compliance,

 

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labor and employment, commercial disputes, and other matters. Such claims, suits, actions, regulatory and government investigations, and other proceedings can impose a significant burden on management and employees, could prevent us from offering one or more of our products, services, or features to customers, could require us to change our technology or business practices, or could result in monetary damages, fines, civil or criminal penalties, reputational harm, or other adverse consequences. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and management’s view of the materiality or likely outcome of any such matters may change in the future. A material adverse impact in our consolidated financial statements could occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.

Failure to protect or enforce our intellectual property rights could harm our business and results of operations.

To establish and protect our proprietary rights, we rely on a combination of trademarks and trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. As of June 30, 2023, we held two registered trademarks in the United States: Banzai and Demio. We believe that our intellectual property is an essential asset of our business. If we do not adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business, negatively affect our position in the marketplace, limit our ability to commercialize our technology, and delay or render impossible our achievement of profitability. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete. We regard the protection of our intellectual property as critical to our success.

We strive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect or enforce our intellectual property rights. In addition, the existing laws of certain foreign countries in which we operate may not protect our intellectual property rights to the same extent as do the laws of the United States.

We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with other parties, with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property.

The agreements that we execute may be breached, and we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our intellectual property or deter independent development of similar intellectual property by others.

Obtaining and maintaining effective intellectual property rights is expensive, including the costs of monitoring unauthorized use of our intellectual property and defending our rights. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. We strive to protect certain of our intellectual property rights through filing applications for trademarks, patents, and domain names in a number of jurisdictions, a process that is expensive and may not be successful in all jurisdictions. However, there is no assurance that any resulting patents or other intellectual property rights will adequately protect our intellectual property, or provide us with any competitive advantages. Moreover, we cannot guarantee that any of our pending patent or trademark applications will issue or be approved. Even where we have intellectual property rights, they

 

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may later be found to be unenforceable or have a limited scope of enforceability. In addition, we may not seek to pursue such protection in every jurisdiction. The United States Patent and Trademark Office also requires compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and after a patent has issued. Noncompliance with such requirements and processes may result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to develop and commercialize substantially similar and competing applications, which would harm our business.

We believe it is important to maintain, protect, and enhance our brands. Accordingly, we pursue the registration of domain names and our trademarks and service marks in the United States. Third parties may challenge our use of our trademarks, oppose our trademark applications, or otherwise impede our efforts to protect our intellectual property in certain jurisdictions. In the event that we are unable to register our trademarks in certain jurisdictions, we could be forced to rebrand our solutions, which would result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors and others could also attempt to capitalize on our brand recognition by using domain names or business names similar to ours. Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring or using domain names and other trademarks that infringe on, are similar to, or otherwise decrease the value of, our brands, trademarks, or service marks. We also may incur significant costs in enforcing our trademarks against those who attempt to imitate our brand and other valuable trademarks and service marks.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. We may not be able to detect infringement or unauthorized use of our intellectual property rights, and defending or enforcing our intellectual property rights, even if successfully detected, prosecuted, enjoined, or remedied, could result in the expenditure of significant financial and managerial resources. Litigation has in the past and may be necessary in the future to enforce our intellectual property rights, protect our proprietary rights, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could harm our business. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, countersuits, and adversarial proceedings such as oppositions, inter partes review, post-grant review, re-examination, or other post-issuance proceedings, that attack the validity and enforceability of our intellectual property rights. An adverse determination of any litigation proceeding could adversely affect our ability to protect the intellectual property associated with our product offerings. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. In addition, during the course of litigation there could be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of New Banzai Class A Shares. If we fail to maintain, protect, and enhance our intellectual property rights, our business may be harmed and the market price of New Banzai Class A Shares could decline.

Our competitors also may independently develop similar technology that does not infringe on or misappropriate our intellectual property rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our solutions or technology are developed. Further, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering solutions that incorporate our most technologically advanced features, which could seriously reduce demand for existing and future offerings.

 

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Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business.

Our success depends in part on our ability to develop and commercialize our offerings and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. As the MarTech industry in the United States expands and more patents are issued, the risk increases that there may be patents issued to third parties that relate to our offerings and technology of which we are not aware or that we must challenge to continue our operations as currently contemplated. Whether merited or not, we may face allegations that we, our partners, our licensees, or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties.

Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties. It may in the future be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, divert management’s attention and financial resources, and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our solutions or technology, obtain licenses, modify our solutions and technology while we develop non-infringing substitutes, or incur substantial damages, settlement costs, or face a temporary or permanent injunction prohibiting us from marketing or providing the affected solutions. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties, upfront fees, or grant cross-licenses to intellectual property rights for our solutions. We may also have to redesign our solutions so that they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology and solutions may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology, license the technology on reasonable terms, or obtain similar technology from another source, our revenue and earnings could be adversely impacted.

From time to time, we have been and may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of New Banzai Class A Shares. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore harm our business.

Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.

We use open source software in connection with our existing and future offerings. Some of these licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software, and that we license such modifications or derivative works under the terms of a

 

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particular open source license or other license granting third-parties certain rights of further use. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software and to make our proprietary software available under open source licenses, if we combine and/or distribute our proprietary software with open source software in certain manners. Although we monitor our use of open source software, we cannot be sure that all open source software is reviewed prior to use in our proprietary software, that our programmers have not incorporated open source software into our proprietary software, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts.

There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our existing and future offerings to our customers and members. In addition, the terms of open source software licenses may require us to provide software that we develop using such open source software, to others, including our competitors, on unfavorable license terms. As a result of our current or future use of open source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for breach of contract, re-engineer our technology, discontinue sales in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts, any of which could harm our business.

Risks Related to the Business Combination and 7GC

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” “our,” and “the Company” refer to 7GC.

7GC has no operating history and its results of operations and those of New Banzai may differ significantly from the unaudited pro forma condensed combined financial data included in this proxy statement/prospectus.

7GC is a blank check company, and it has no operating history or results.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for 7GC and Banzai. The unaudited pro forma condensed combined balance sheet as of June 30, 2023 assumes that the Business Combination and related transactions occurred on June 30, 2023. The unaudited pro forma condensed combined statements of operations for the three months ended June 30, 2023 and for the year ended December 31, 2022 give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2022. The unaudited pro forma condensed combined financial information is based upon, and should be read together with the accompanying notes to, the unaudited pro forma condensed combined financial statements, the audited financial statements of 7GC and related notes, the Banzai audited consolidated financial statements and related notes, the sections of this proxy statement/prospectus titled “7GC Management’s Discussion and Analysis of Financial Condition and Results of Operations” “Banzai Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what Banzai’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of New Banzai following the consummation of the Business Combination. For more information, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information of 7GC and Banzai.”

The Sponsor Persons have agreed to vote in favor of the Business Combination, regardless of how 7GC’s public stockholders vote.

Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business

 

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combination, the Sponsor Persons have agreed to, among other things, vote in favor of any proposed business combination and to waive their redemption rights in connection with such stockholder approval. The Sponsor has also agreed to, among other things, vote in favor of the Business Combination Proposal and the transactions contemplated thereby, including the other Condition Precedent Proposals. As of the date of this proxy statement/prospectus, the Sponsor Persons, collectively, own approximately 5,750,000 (or    %) of the issued and outstanding shares of 7GC Common Stock (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors).

7GC may not be able to complete the Business Combination or any other business combination within the prescribed timeframe, in which case 7GC would cease all operations, except for the purpose of winding up, and 7GC would redeem the 7GC Class A Common Stock and liquidate.

If 7GC does not complete an initial business combination by December 28, 2023 (and if such date is not extended at a duly called special meeting), it must cease operations and redeem 100% of the outstanding shares of 7GC Class A Common Stock. 7GC may not be able to consummate the Business Combination or any other business combination by such date. If 7GC has not completed any initial business combination by such date (or if such date is extended at a duly called special meeting, such later date), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to 7GC to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses) by (B) the total number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 7GC’s remaining stockholders and the 7GC Board, dissolve and liquidate, subject in each case to 7GC’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.

Since the Sponsor and 7GC’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination with Banzai is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our initial business combination is not completed.

When you consider the recommendation of the 7GC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and 7GC’s directors and officers have interests in such proposal that are different from, or in addition to, those of 7GC’s stockholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to the IPO, the Sponsor purchased 5,031,250 shares of 7GC Class B Common Stock for an aggregate purchase price of $25,000, or approximately $0.005 per share, and the Sponsor later transferred 25,000 shares of 7GC Class B Common Stock to each of our independent directors, for no consideration. In December 2020, 7GC effected a stock dividend of approximately 0.143 shares for each share of 7GC Class B Common Stock, resulting in an aggregate of 5,750,000 shares of 7GC Class B Common Stock issued and outstanding, 5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by our directors. If 7GC does not consummate a business combination by December 28, 2023 (or if such date is extended at a duly called special meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding shares of 7GC Class A Common Stock for cash and, subject to the approval of its remaining stockholders and the 7GC Board, dissolving and liquidating, subject in each case to its obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In

 

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such event, the 5,750,000 shares of 7GC Class B Common Stock collectively owned by the Sponsor and independent members of the 7GC Board would be worthless because following the redemption of the public shares, 7GC would likely have few, if any, net assets and because the Sponsor and 7GC’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of 7GC Class A Common Stock and 7GC Class B Common Stock held by it or them, as applicable, if 7GC fails to complete a business combination within the required period. Additionally, in such event, the 7,350,000 7GC Private Placement Warrants purchased by the Sponsor simultaneously with the consummation of the IPO for an aggregate purchase price of $7,350,000 will also expire worthless. The   New Banzai Class A Shares into which the 5,750,000 7GC Class B Common Stock collectively held by the Sponsor and 7GC’s directors and executive officers (5,650,000 of which are held by the Sponsor (396,500 of which are subject to forfeiture at closing of an initial business combination of 7GC pursuant to the Non-Redemption Agreements), and 100,000 of which, in the aggregate, are held by the independent directors) will automatically convert in connection with the Mergers, if unrestricted and freely tradable, would have had an aggregate market value of $    based upon the closing price of $    per public share on Nasdaq on    , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. The 7,350,000 New Banzai Warrants which the Sponsor will hold following consummation of the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of $    based upon the closing price of $    per public warrant on Nasdaq on    , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.

If 7GC is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $    , comprised of (a) $25,000 representing the aggregate purchase price paid for the 7GC Class B Common Stock, (b) $7,350,000 representing the aggregate purchase price paid for the 7GC Private Placement Warrants, (c) $    of unpaid expenses incurred by the Sponsor and 7GC’s officers and directors and their affiliates in connection with the administrative services agreement as of the date hereof, and (d) $    representing amounts owed under the Promissory Note as of the date hereof. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor as well as the 7GC Board and officers may have influenced their motivation in identifying and selecting Banzai as a business combination target, completing an initial business combination with Banzai, and influencing the operation of the business following the Business Combination. In considering the recommendations of the 7GC Board to vote for the proposals, its stockholders should consider these interests.

The exercise of 7GC’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in 7GC’s stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require 7GC to agree to amend the Merger Agreement, to consent to certain actions taken by Banzai, or to waive rights to which 7GC is entitled to under the Merger Agreement. Such events could arise because of changes in

 

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the course of Banzai’s business or a request by Banzai to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at 7GC’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is best for 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, 7GC does not believe there will be any changes or waivers that 7GC’s directors and executive officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, 7GC will circulate a new or amended proxy statement/prospectus and resolicit 7GC’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

7GC and Banzai will incur significant transaction and transition costs in connection with the Business Combination.

7GC and Banzai have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. 7GC and Banzai may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking, and other fees, expenses, and costs, will be paid by 7GC or New Banzai following the closing of the Business Combination. We estimate transaction expenses (including deferred underwriting discount) incurred by 7GC and Banzai will be $4,000,000 and $4,000,000, respectively.

Legal proceedings in connection with the Business Combination or otherwise, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require Banzai and 7GC to incur significant costs and draw the attention of Banzai’s and 7GC’s management teams away from the consummation of the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect New Banzai’s business, financial condition, results of operations, and cash flows. Such legal proceedings could delay or prevent the Business Combination from being consummated within the expected timeframe.

The announcement of the proposed Business Combination could disrupt Banzai’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Risks relating to the impact of the announcement of the Business Combination on Banzai’s business include the following:

 

   

its employees may experience uncertainty about their future roles, which might adversely affect Banzai’s ability to retain and hire key personnel and other employees; and

 

   

customers, suppliers, business partners and other parties with which Banzai maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Banzai or fail to extend an existing relationship with Banzai.

 

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If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact New Banzai’s results of operations and cash available to fund its business.

Subsequent to consummation of the Business Combination, 7GC may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on 7GC’s financial condition, results of operations, and share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Banzai has identified all material issues or risks associated with Banzai or the industry in which it competes. Furthermore, 7GC cannot assure you that factors outside of Banzai’s and 7GC’s control will not later arise. As a result of these factors, 7GC may be exposed to liabilities and incur additional costs and expenses and 7GC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in 7GC’s reporting losses. Even if 7GC’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with 7GC’s preliminary risk analysis. If any of these previously identified or unidentified risks materialize, this could have a material adverse effect on New Banzai’s financial condition and results of operations and could contribute to negative market perceptions about New Banzai or its securities. Additionally, 7GC has no indemnification rights under the Merger Agreement.

Accordingly, any stockholders or warrant holders of 7GC who choose to remain New Banzai stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants, and units. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by 7GC’s directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Investors may not have the same benefits as an investor in an underwritten public offering.

7GC is already a publicly traded company. Therefore, the Business Combination and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of 7GC’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the due diligence performed by the underwriters in an underwritten public offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial, and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement for an underwritten public offering. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. 7GC’s investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors, and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of 7GC’s business or material misstatements or omissions in this proxy statement/prospectus.

 

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In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sell shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New Banzai’s securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of New Banzai’s securities or helping to stabilize, maintain or affect the public price of New Banzai’s securities following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New Banzai’s securities that will be outstanding immediately following the Closing. In addition, since Banzai will become public through a merger, securities analysts of major brokerage firms may not provide coverage since there is no incentive to brokerage firms to recommend the purchase of New Banzai’s common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on New Banzai’s behalf. All of these differences from an underwritten public offering of New Banzai’s securities could result in a more volatile price for New Banzai’s securities.

Further, since there will be no traditional “roadshow,” there can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the securities or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the securities.

In addition, the Sponsor, certain members of the 7GC Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of our securities following completion of the Business Combination, and that would not be present in an underwritten public offering of our securities. Such interests may have influenced the 7GC Board in making their recommendation that 7GC stockholders vote in favor of the approval of the Business Combination and the other proposals described in this proxy statement/prospectus. See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Banzai became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

The historical financial results of Banzai and unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New Banzai’s actual financial position or results of operations would have been.

The historical financial results of Banzai included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone company during the periods presented or those New Banzai will achieve in the future. This is primarily the result of the following factors: (i) New Banzai will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New Banzai’s capital structure will be different from that reflected in Banzai’s historical financial statements. New Banzai’s financial condition and future results of operations will be materially different from amounts reflected in 7GC’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New Banzai’s future results to historical results or to evaluate its relative performance or trends in its business.

 

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Similarly, the unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, 7GC being treated as the “acquired” company for financial reporting purposes in the Business Combination and the number of shares of 7GC Class A Common Stock that are redeemed in connection with the Business Combination. Accordingly, such pro forma condensed combined financial information may not be indicative of New Banzai’s future operating or financial performance and New Banzai’s actual financial condition and results of operations may vary materially from New Banzai’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information of 7GC and Banzai.”

The calculation of the number of shares of new Banzai to be issued to Banzai securityholders in the Transactions will not be adjusted if there is a change in the value of Banzai before the Business Combination is completed.

The number of shares of New Banzai Common Stock to be issued to Banzai’s securityholders in the Transactions will not be adjusted if there is a change in the value of Banzai before the closing of the transactions. As a result, the actual value of the New Banzai Common Stock to be received by Banzai’s securityholders in the Transactions will depend on the value of such shares at and after the closing of the Business Combination.

The Business Combination is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all.

The consummation of the Business Combination is subject to customary closing conditions for transactions involving SPACs, including, among others: (i) approval of the Condition Precedent Proposals by the requisite 7GC stockholders, (ii) the expiration or termination of the waiting period under the HSR Act, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) having this proxy statement/prospectus declared effective under the Securities Act, (v) the New Banzai Class A Shares to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) 7GC having at least $5,000,001 of net tangible assets remaining after redemptions by 7GC stockholders, and (vi) customary bring-down conditions related to the representations, warranties, and pre-Closing covenants in the Merger Agreement. Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among other things, (a) 7GC having delivered to Banzai executed copies of the A&R Registration Rights Agreement and the Exchange Agent Agreement, and evidence that the Proposed Charter has been filed with the Secretary of State of Delaware, and (b) the sum of (i)(A) the cash proceeds to be received by 7GC at Closing from the Trust Account (after, for the avoidance of doubt, giving effect to redemptions by 7GC stockholders), (B) the cash proceeds to be received by 7GC or any of Banzai or its subsidiaries from any financing, whether equity or debt, at or immediately following the Closing, and (C) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing, minus (ii) the 7GC Transaction Expenses, minus (iii) the Company Expenses equaling or exceeding $5,000,000. 7GC’s obligation to consummate the Business Combination is also subject to there having been no “Company Material Adverse Effect” since the date of the Merger Agreement that is continuing and uncured.

To the extent permitted under applicable law, the foregoing conditions may be waived by the applicable party or parties in writing. To the extent that the 7GC Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, 7GC will notify its stockholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a Current Report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus.

Additionally, the obligations of Banzai to consummate or cause to be consummated the Business Combination are subject to the satisfaction of additional conditions, which may be waived in writing by Banzai.

 

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See the section titled “Stockholder Proposal No. 1 — The Business Combination Proposal — Summary of the Merger Agreement — Conditions to Closing” for additional information.

Following the consummation of the Business Combination, New Banzai’s only significant asset will be its ownership interest in Banzai, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on New Banzai Common Stock or satisfy its other financial obligations.

Following the consummation of the Business Combination, New Banzai will have no direct operations and no significant assets other than its ownership of Banzai. It will depend on Banzai for distributions, loans, and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to New Banzai Common Stock. The financial condition and operating requirements of Banzai may limit New Banzai’s ability to obtain cash from Banzai. The earnings from, or other available assets of, Banzai may not be sufficient to pay dividends or make distributions or loans to enable New Banzai to pay any dividends on New Banzai Common Stock or satisfy its other financial obligations. Thus, it is not expected that New Banzai will pay cash dividends on New Banzai Common Stock. Any future dividend payments are within the absolute discretion of the New Banzai Board and will depend on, among other things, Banzai’s results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law, and other factors that the New Banzai Board may deem relevant. In addition, in the event that the New Banzai Board and stockholders of New Banzai were to approve a sale of all of the direct and indirect interests in Banzai, your equity interest would be in a holding company with no material assets other than those assets and other consideration received in such transaction.

This lack of diversification may subject New Banzai to numerous economic, competitive, and regulatory risks, any or all of which may have a substantial adverse impact upon its financial condition and results of operations.

7GC has no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for 7GC to complete a business combination with which a substantial majority of 7GC’s stockholders do not agree.

As provided in the Existing Charter, in no event will 7GC redeem our public shares in an amount that would cause 7GC’s net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Otherwise, 7GC has no specified maximum redemption threshold. As a result, 7GC may be able to complete the Business Combination even though a substantial majority of 7GC’s public stockholders do not agree with the transaction and have redeemed their shares. However, each redemption of 7GC’s public shares by 7GC’s public stockholders will reduce the amount in the Trust Account. As of June 30, 2023, 19,670,372 public shares have been redeemed.

The Sponsor, directors, executive officers, advisors, and their affiliates may elect to purchase shares or warrants from public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

The Sponsor and 7GC’s directors, officers, advisors, or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. However, they have no current commitments, plans, or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M

 

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under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of 7GC’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or 7GC’s directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases would be to (i) ensure that such shares would not be redeemed in connection with the initial business combination, (ii) ensure that 7GC’s net tangible assets are at least $5,000,001, where it appears that such requirement would otherwise not be met, (iii) reduce the number of warrants outstanding, or (iv) vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of shares of 7GC Class A Common Stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and 7GC’s officers, directors, and/or their affiliates anticipate that they may identify the stockholders with whom the Sponsor or 7GC’s officers, directors, or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares of 7GC Class A Common Stock) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or 7GC’s officers, directors, advisors, or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination Proposal but only if such shares have not already been voted at the Special Meeting. The Sponsor and 7GC’s officers, directors, advisors, or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or 7GC’s officers, directors, advisors, or their affiliates enter into any such private purchase, prior to the Special Meeting, 7GC will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which 7GC has received redemption requests pursuant to its stockholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or 7GC’s officers, directors, and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and 7GC’s officers, directors, and/or their affiliates will not make purchases of shares of 7GC Class A Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

The existence of financial and personal interests of one or more of 7GC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of 7GC and its stockholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that stockholders vote for the proposals. In addition, 7GC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled

 

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Stockholder Proposal No. 1 — The Business Combination Proposal — Interests of 7GC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

If third parties bring claims against 7GC, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share (which was the amount per unit initially held in the Trust Account following our IPO).

7GC’s placing of funds in the Trust Account may not protect those funds from third-party claims against 7GC. Although 7GC has sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses, and other entities with which we do business execute agreements with 7GC waiving any right, title, interest, or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against 7GC’s asset