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United States securities and exchange commission logo
November 3, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re: 7GC & Co. Holdings
Inc.
Amendment No. 4 to
Registration Statement on Form S-4
Filed November 2,
2023
File No. 333-274278
Dear Jack Leeney:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our October 30, 2023
letter.
Amendment No. 4 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 77
1. We note from your
revised disclosures in response to prior comment 1, 7GC expects to
satisfy the minimum
cash condition that the Net Transaction Proceeds at closing will be
equal or greater than
$5.0 million (Minimum Cash Condition) through the Pipe transaction
and bridge financing
(Contemplated Financing Transactions) or other financing
arrangements. We
further note the definition of Net Transaction Proceeds includes cash
proceeds to be received
from any financing, whether equity or debt, at or immediately
following the Closing.
Please tell us whether the entire $40.0 million you anticipate
receiving from the GEM
Agreement satisfies the "at or immediately following the
Closing" criteria in
calculating Net Transaction Proceeds. If not, revise your pro forma
financial statements to
only include the funds from the GEM financing that will be
received at Closing and
can be used to satisfy the Minimum Cash Condition
requirements. Also,
include a discussion in the introductory paragraphs addressing the fact
Jack Leeney
7GC & Co. Holdings Inc.
November 3, 2023
Page 2
that if the Contemplated Financing Transactions are not effectuated, the
Minimum Cash
Condition may not be met under certain scenarios such that the Business
Combination
may not be completed. Similar revisions should be made to your Source and
Use of Funds
disclosures elsewhere in the filing.
Please contact Kathleen Collins at 202-551-3499 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley at 202-344-
5791 or Matthew Crispino at 202-551-3456 with any other questions.
Sincerely,
FirstName LastNameJack Leeney
Division of
Corporation Finance
Comapany Name7GC & Co. Holdings Inc.
Office of Technology
November 3, 2023 Page 2
cc: Mike Heinz
FirstName LastName