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 AUGUST 30, 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”.

The aggregate consideration payable to securityholders of Banzai at the closing of the Transactions (the “Closing”) will consist of a number of newly issued shares of Class A common stock, par value $0.0001 per share (“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 86 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.

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.

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,

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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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. 2 — The 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”):

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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:

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.

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:

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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.

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.

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.

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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.

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

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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.”

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. 2 — The 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. 3 — The 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. 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.

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.

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.”

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

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.

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.

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

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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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.

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.”

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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.”

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.

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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.

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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.

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.

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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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.

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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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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.

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.

Morrow Sodali LLC

333 Ludlow Street, 5^th 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. 2 — The 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. 3 — The 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:

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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:

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:

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:

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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

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The Second Merger

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Post-closing Structure

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.

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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 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

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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 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

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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.

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:

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,

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subject to their earlier death, resignation, or removal. For further details, see the section titled “Stockholder Proposal No. 4 — The Director Election Proposal.”

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.”

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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 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

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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 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

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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 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.