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United States securities and exchange commission logo
November 9, 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
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 November 3, 2023
letter.
Amendment No. 5 to Registration Statement on Form S-4
Risk Factors
7GC's public stockholders will experience immediate dilutions as a
consequence of the issuance
of New Banzai Class A shares..., page 55
1. We note from your
revised disclosure on page 55 that immediately following the Business
Combination, Banzai
securityholders will collectively own 23.4% under the no
redemption scenario.
Please tell us whether the reference to collectively is intended to
include Banzai
Management stockholders. If so, revise the percentage accordingly or
alternatively disclose
Banzai Management s percentage ownership following the Closing.
Jack Leeney
FirstName
7GC & Co.LastNameJack
Holdings Inc. Leeney
Comapany 9,
November Name7GC
2023 & Co. Holdings Inc.
November
Page 2 9, 2023 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 76
2. We note that you have removed any reference to the GEM financing from
your pro forma
financial statements. Please clarify whether you still intend to draw
down $40.0 million
under this Agreement and if so when. While we understand that such
funds will not satisfy
the minimum cash requirement necessary to complete the Business
Combination, to the
extent you intend to draw on this Agreement soon after Closing, please
revise to include a
discussion of the impact of this transaction in the notes to the pro
forma financial
statements including the potential impact to pro forma shares
outstanding and pro forma
net loss per share in Note 4. Similarly, include a discussion of the
additional shares that
will be issued to Cantor following Closing.
3. Please address the following as it relates to your pro forma financial
statements:
You state that pro forma adjustment G assumes the repayment of the
2022
Promissory Note using proceeds received from "the financing
transaction described
above." Clarify what financing transaction you are referring to or
revise.
Revise the reference to pro forma adjustment G in the maximum
redemption column
to refer instead to pro forma adjustment F.
7GC & Co. Holdings Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 10. Subsequent Events, page F-25
4. Please revise to include a discussion of the Fee Reduction Agreement
related to your
deferred offering costs. Refer to ASC 855-10-50-2.
Exhibits and Financial Statement Schedules, page II-5
5. Please revise to provide a signed, final copy of the Share Purchase
Agreement by and
among New Banzai, Gem Global Yield LLC SCS and GEM Yield Bahamas
Limited.
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,
Division of
Corporation Finance
Office of
Technology
cc: Mike Heinz