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United States securities and exchange commission logo
December 16, 2020
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re: 7GC & Co. Holdings
Inc.
Pre-effective
Amendment 1 to Registration Statement on Form S-1
Filed December 15,
2020
File No. 333-251162
Dear Mr. Leeney:
We have reviewed your amended registration statement and have the
following
comment. In our comment we may ask you to provide us information so that
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe that our comment applies to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your registration statement and
the information that
you provide in response to the comment, we may have additional comments.
Pre-effective Amendment 1 to Registration Statement on Form S-1 filed
December 15, 2020
Exhibit 5.1
Legality Opinion, page 1
1. The legality opinion
must be dated. Please revise.
You may contact Melinda J. Hooker, Staff Accountant, at (202)
551-3732 or W. John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions
regarding comments on
the financial statements and related matters. Please contact Edward M.
Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202)551-3641
with any other
questions.
Jack Leeney
7GC & Co. Holdings Inc.
December 16, 2020
Page 2
Sincerely,
FirstName LastNameJack Leeney
Division of Corporation Finance
Comapany Name7GC & Co. Holdings Inc.
Office of Manufacturing
December 16, 2020 Page 2
cc: Douglas S. Ellenoff, Esq.
FirstName LastName