BANZAI INTERNATIONAL INC. Item 1.01 Entry Into a Material Agreement
On
Pursuant to the terms of the Merger Agreement, the parties thereto will enter
into a business combination transaction (the "Business Combination" and together
with the other transactions contemplated by the Merger Agreement, the
"Transactions"), pursuant to which, among other things, (i) First Merger Sub
will merge with and into the Company (the "First Merger"), with the Company
surviving as an indirect wholly owned subsidiary of 7GC (the "Surviving
Corporation"), and, (ii) immediately following the First Merger, the
The Business Combination is expected to be consummated after the required approval by the stockholders of 7GC and the satisfaction of certain other conditions summarized below.
Merger Agreement
Consideration Paid to the Company; Effects of the Mergers
The Business Combination values the combined company resulting from the
completion of the Business Combination at a pro forma enterprise value of
approximately
At the effective time of the First Merger (the "First Effective Time"), each
outstanding share of Class A common stock of the Company (the "Company Class A
Common Stock") and each outstanding share of Class B common stock of the Company
(the "Company Class B Common Stock") (in each case other than dissenting shares
and any shares held in the treasury of the Company) shall be cancelled and
converted into the right to receive (A) a number of 7GC New Class A Shares or
7GC New Class
"Per Share Value" equals (i) an amount equal to (A)
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On the terms and subject to the conditions set forth in the Merger Agreement, at
the effective time of the Second Merger (the "Second Effective Time"), each
share of common stock of the
Treatment of Outstanding Equity Awards
In addition, as of the First Effective Time: (i) (A) each Company Option,
whether vested or unvested, that is outstanding immediately prior to the First
Effective Time and held by a Pre-Closing Holder who is providing services to the
Company immediately prior to the First Effective Time (a "Pre-Closing Holder
Service Provider"), will be assumed and converted into an option (a "7GC
Option") with respect to a number of 7GC New Class A Shares calculated in the
manner set forth in the Merger Agreement, and (B) immediately prior to the First
Effective Time, each Pre-Closing Holder Service Provider who holds a vested
Company Option will receive, in exchange for such vested Company Option, such
Pre-Closing Holder Service Provider's allocation of the Earn Out Shares, as
determined pursuant to the terms of the Merger Agreement; and (ii) (A) the
vested portion of each Company Option that is outstanding at such time and held
by a Pre-Closing Holder who is not then providing services to the
Treatment of SAFE Rights
As of the First Effective Time, each right to receive a portion of the Total
Consideration pursuant to certain Company Simple Agreements for Future Equity
(each, a "Safe Agreement") (each, a "SAFE Right") that is outstanding
immediately prior to the First Effective Time shall be cancelled and converted
into and become (i) the right to receive a number of 7GC New Class A Shares
equal to the Cash-Out Amount (as defined in the applicable SAFE Agreement that
governs such SAFE Right) in respect of such SAFE Right divided by
Treatment of Convertible Notes
As of the First Effective Time, (i) each Subordinated Convertible Note that is outstanding immediately prior to the First Effective Time will be cancelled and converted into and become (A) the right to receive a number of 7GC New Class A Shares equal to (1) the Outstanding Amount in respect of such Subordinated Convertible Note divided by the Subordinated Convertible Note Conversion Price in respect of such Subordinated Convertible Note, multiplied by (2) the Exchange Ratio, plus (B) the right to receive the Earn Out Shares, as determined pursuant to the terms of the Merger Agreement, and (ii) each Senior Convertible Note that is outstanding immediately prior to the First Effective Time will be cancelled and converted into and become (A) the right to receive a number of 7GC New Class A Shares equal to (1) the Conversion Amount in respect of such Senior Convertible Note, multiplied by (2) the Exchange Ratio, plus (B) the right to receive the Earn Out Shares, as determined pursuant to the terms of the Merger Agreement.
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Earn Out Shares At the First Effective Time, in accordance with an allocation schedule to be . . .
Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated by reference herein is the
investor presentation dated
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of 7GC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description 2.1* Agreement and Plan of Merger, datedDecember 8, 2022 by and amongBanzai International, Inc. ,7GC & Co. Holdings Inc. , 7GCMerger Sub I, Inc. and 7GCMerger Sub II, LLC . 10.1 Voting and Support Agreement, datedDecember 8, 2022 , by and amongBanzai International, Inc. ,7GC & Co. Holdings Inc. ,7GC & Co. Holdings LLC , and the other stockholders of 7GC parties thereto. 10.2* Company Support Agreement, datedDecember 8, 2022 , by and among7GC & Co. Holdings Inc. ,Banzai International, Inc. , and the other stockholders parties thereto. 10.3 Form of Amended and Restated Registration Rights Agreement. 10.4 Form of Lock-Up Agreement. 99.1 Press Release, datedDecember 8, 2022 . 99.2 Investor Presentation, datedDecember 8, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules to this exhibit have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. 7GC agrees to furnish supplementally a copy
of any omitted exhibit or schedule to the
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No Offer or Solicitation
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Forward Looking Statements
Certain statements included in this Current Report are not historical facts but
are forward-looking statements, including for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "project," "forecast," "predict,"
"potential," "seem," "seek," "future," "outlook," "target," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, expectations related to the terms, satisfaction
of conditions precedent and timing of the Business Combination. These statements
are based on various assumptions, whether or not identified in this Current
Report, and on the current expectations of 7GC's and the Company's management
and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of the
Company. These forward-looking statements are subject to a number of risks and
uncertainties, including: changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the Business Combination, including the risk
that any required stockholder or regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the Business Combination is not
obtained; failure to realize the anticipated benefits of the Business
Combination; the Company's ability to successfully and timely develop, sell and
expand its technology and products, and otherwise implement its growth strategy;
risks relating to the Company's operations and business, including information
technology and cybersecurity risks, loss of key customers and deterioration in
relationships between the Company and its employees; risks related to increased
competition; risks relating to potential disruption of current plans, operations
and infrastructure of the Company as a result of the announcement and
consummation of the Business Combination; risks that the Company is unable to
secure or protect its intellectual property; risks that the post-combination
company experiences difficulties managing its growth and expanding operations;
the ability to compete with existing or new companies that could cause downward
pressure on prices, fewer customer orders, reduced margins, the inability to
take advantage of new business opportunities, and the loss of market share; the
amount of redemption requests made by 7GC's stockholders; the impact of the
COVID-19 pandemic; the ability to successfully select, execute or integrate
future acquisitions into the business, including the Hyros Acquisition, which
could result in material adverse effects to operations and financial conditions;
and those factors discussed in the sections entitled "Risk Factors" and "Special
Note Regarding Forward-Looking Statements" in 7GC's Quarterly Report on Form
10-Q for the quarter ended
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Important Information for Investors and Stockholders
The Business Combination will be submitted to stockholders of 7GC for their
consideration and approval at a special meeting of stockholders. 7GC and the
Company will prepare a registration statement on Form S-4 (the "Registration
Statement") to be filed with the
Participants in the Solicitation
7GC and the Company and their respective directors and executive officers, under
This Current Report is not a substitute for the Registration Statement or for
any other document that 7GC may file with the
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