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United States securities and exchange commission logo
October 30, 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. 3 to
Registration Statement on Form S-4
Filed October 26,
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 24, 2023
letter.
Amendment No. 3 to Registration Statement on Form S-4
Summary of Proxy Statement/Prospectus
Sources and Uses of Funds for the Business Combination, page 23
1. Your sources of funds
assumes that you will enter into a $20.0 million Pipe transaction
and a $5.0 million
bridge funding prior to closing. Please tell us, and revise to clarify, the
current status of such
funding. To the extent these transactions may not close as
anticipated, tell us
why you believe inclusion of such amounts in your sources of funds
assumptions is
appropriate.
Jack Leeney
FirstName
7GC & Co.LastNameJack
Holdings Inc. Leeney
Comapany
October 30,Name7GC
2023 & Co. Holdings Inc.
October
Page 2 30, 2023 Page 2
FirstName LastName
Stockholder Proposal No. 4 - The Direction Election Proposal, page 140
2. Your revised disclosure in response to prior comment 1 appears to
indicate that Banzai
designated four of the five New Banzai Board members. However, your
disclosures here
continue to indicate that the 7GC Board nominated each of the new
Banzai Board
members. Please revise to clarify this apparent inconsistency.
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