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United States securities and exchange commission logo
October 24, 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. 2 to
Registration Statement on Form S-4
Filed October 18,
2023
File No. 333-274278
Dear Jack Leeney:
We have reviewed your amended registration statement and have the
following
comments.
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 12, 2023
letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 75
1. We note that
Stockholder Proposal No. 4 has been revised such that holders of 7GC
common stock will elect
all five directors to the New Banzai Board. Your disclosure here
and on page 134 states
that Banzai's directors and individuals designated by, or
representing, Banzai's
existing shareholders will constitute at least four of the five
members of the initial
New Banzai Board following consummation of the Business
Combination. Please
clarify whether at least four of the current nominees meet this
criterion or revise as
necessary.
Jack Leeney
FirstName
7GC & Co.LastNameJack
Holdings Inc. Leeney
Comapany
October 24,Name7GC
2023 & Co. Holdings Inc.
October
Page 2 24, 2023 Page 2
FirstName LastName
Stockholder Proposal No. 1 - The Business Combination Proposal
Expected Accounting Treatment, page 133
2. We note your revised disclosures in response to prior comment 2.
However, the bullet
points on page 134 continue to refer to Banzai's existing shareholders
having a majority
interest under both the no redemption and maximum redemption
scenarios, which is not
the case. Please revise.
Beneficial Ownership of Securities, page 231
3. We note your response to prior comment 4. Please disclose the natural
person(s) that hold
investment and/or voting power over the voting securities beneficially
owned by Polar
Asset Management Partners Inc.
Please contact Chen Chen at 202-551-7351 or 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,
Division of
Corporation Finance
Office of
Technology
cc: Mike Heinz