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United States securities and exchange commission logo
September 27, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re: 7GC & Co. Holdings
Inc.
Registration
Statement on Form S-4
Filed August 31,
2023
File No. 333-274278
Dear Jack Leeney:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. Please disclose on the
cover page that your offering is contingent upon final approval of
your NASDAQ listing.
Also, discuss the dual class structure and differing voting rights of
each class of stock
that are expected to be in place after the business combination.
Highlight that the dual
class structure will have the effect of concentrating voting control
with New Banzai's CEO.
Additionally, if you will be considered a controlled company,
please include
disclosure of your controlled company status on the cover page and state
whether you intend to
rely on exemptions from listing standards as a controlled company.
Jack Leeney
FirstName
7GC & Co.LastNameJack
Holdings Inc. Leeney
Comapany 27,
September Name7GC
2023 & Co. Holdings Inc.
September
Page 2 27, 2023 Page 2
FirstName LastName
Notice of Special Meeting in Lieu of 2023 Annual Meeting of Stockholders, page
iii
2. We note in your reference to Proposals 2A, B, C, D, and E in the
summary of Proposal
No. 3G. However, Proposal 2 does not appear to be broken down into sub
parts. Please
revise to address this inconsistency or advise.
Questions and Answers
Why is 7GC proposing the Business Combination?, page xx
3. We note that one of the potentially material negative factors the
board considered in
evaluating the business combination is that a significant number of
7GC stockholders may
elect to redeem their public shares prior to the consummation of the
Business
Combination. To provide context for investors, wherever you discuss
the possibility of
redemptions, please disclose the number of shares that have already
been redeemed by
your stockholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 74
4. Please revise here to include a discussion, similar to your
disclosures on page 132, of the
various factors considered in determining that the Business
Combination should be
accounted for as a reverse recapitalization. Ensure you address the
fact that Banzai's
existing shareholders will have the greatest voting interest in new
Banzai due to the dual
class structure.
5. Revise the column headers in the pro forma financial statements to
refer to Transaction
Accounting Adjustments and Pro Forma Combined assuming "no" or "no
further"
redemptions rather than "minimum" redemptions as currently disclosed.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page
83
6. Please tell us, and revise to clarify, how you determined that Banzai
will draw down $40.0
million under the terms of the GEM Agreement. Also, you state in pro
forma adjustment
A that such shares will be issued over a specified time period
pursuant to the terms of the
GEM Agreement. Revise to include a discussion of the amount and timing
for each
tranche.
7. We note that pro forma adjustment H reflects a reduction in current
liabilities for the
repayment of $2.3 million of 7GC Promissory Notes outstanding at June
30, 2023. Please
revise to clarify how such payment was made and tell us where the
offsetting amount is
reflected in the pro forma financial statements.
Jack Leeney
FirstName
7GC & Co.LastNameJack
Holdings Inc. Leeney
Comapany 27,
September Name7GC
2023 & Co. Holdings Inc.
September
Page 3 27, 2023 Page 3
FirstName LastName
8. We note that Banzai's CEO and co-founder will receive shares of New
Banzai Class B
common stock, which entitles the holder to 10 votes per share. Please
tell us whether the
Class B common stock held by Mr. Davy prior to the merger carried
different voting
rights than the Class A common shares and provide us with the
percentage of voting
control held by Mr. Davy prior to the merger. Also, tell us how you
considered whether
Mr. Davy's voting rights in New Banzai constituted a modification to
the founder s equity
and whether you intend to record additional compensation expense as a
result of such
modification. Refer to ASC 718-20-35-2A. If so, please revise to
include the necessary
pro forma adjustment to reflect such expense.
9. You state that pro forma adjustment G assumes a scenario in which
3,329,638 public
shares are redeemed for $35.2 million. Please explain why the
transaction adjustment
under the maximum redemption scenario in the pro forma balance sheet
includes an
adjustment for only ($35,205) or revise. In addition, provide us with
the calculations that
support the $35,205,207 in pro forma cash and cash equivalents under
the minimum
redemption scenario after giving effect to pro forma adjustments A, B,
E and I, and ensure
the amounts in this minimum redemption column foot.
Information about Banzai
Market Size, page 188
10. Please disclose how Winterberry calculated Banzai's total addressable
market and
serviceable addressable market. Disclose any material assumptions and
limitations
associated with the estimates. Also, file Winterberry's consent as an
exhibit to the
registration statement or tell us why a consent is not required. See
Securities Act Rule
436.
Banzai Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business Metrics, page 195
11. Please revise to provide quantified information for each of the key
business metrics
discussed here for each period presented. Refer to SEC Release No.
33-10751.
Executive and Director Compensation of Banzai
Employment Arrangements, page 219
12. We note that prior to the consummation of the Business Combination,
you expect to enter
into employment agreements with Mr. Davy, Mr. Baumer, Ms. Levesque,
and
Ms. Stanley. Please confirm that you will file such agreements as
exhibits to the
registration statement when available. Refer to Item
601(b)(10)(iii)(A) of Regulation S-K.
Jack Leeney
FirstName
7GC & Co.LastNameJack
Holdings Inc. Leeney
Comapany 27,
September Name7GC
2023 & Co. Holdings Inc.
September
Page 4 27, 2023 Page 4
FirstName LastName
Beneficial Ownership of Securities, page 228
13. Please revise your beneficial ownership table to disclose the Banzai
securities beneficially
owned before the offering or tell us why you believe you are not
required to do so. Refer
to Item 403 of Regulation S-K.
Consolidated Financial Statements of Banzai International, Inc.
Note 6. Revenue, page F-100
14. We note your reference to both annual and multi-year contracts on page
F-106. Please tell
us the percentage of revenue generated from each of annual and
multi-year contracts for
the periods presented. Also, tell us how you considered the disclosure
requirements of
ASC 606-10-50-13 and 50-14 and revise as necessary.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Chen Chen, Senior Staff Accountant, at (202) 551-7351
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Kyle Wiley,
Staff Attorney, at
(202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Mike Heinz