Banzai International, Inc. entered into a definitive business combination agreement to acquire 7GC & Co. Holdings Inc. (NasdaqCM:VII) from 7GC & Co. Holdings LLC and others for approximately $350 million in a reverse merger transaction on December 8, 2022. As per the terms of the transaction, the consideration to be paid to security holders of Banzai is $293 million, subject to certain adjustments and Earn Out Shares of 5.85 million of 7GC New Class A Shares. The combined company is expected to have an estimated post-transaction enterprise value of $380 million, consisting of an estimated equity value of $580 million, $207 million in cash, and $7 million in debt, assuming no redemptions of VII public shares by VII public stockholders. Current Banzai management, employees and existing shareholders will roll 100% of the existing equity holdings into equity of the combined company. Existing Banzai security holders will receive approximately 50% of the pro forma equity of the combined company as part of the transaction, assuming no redemptions of VII?s public shares. In a related transaction, Banzai entered into a Purchase Agreement to acquire Hyros for approximately $110 million. Upon closing of the proposed transaction, the combined company will be named Banzai International, Inc. and is expected to trade on the Nasdaq Capital Market. As on August 4, 2023, parties entered into an amendment to the Agreement and Plan of Merger. Pursuant to the Amendment, the closing of Banzai's acquisition of Hyros Inc. is no longer a condition to the closing of the Business Combination, the "outside date" for the closing of the Business Combination is extended to December 28, 2023, and the minimum aggregate transaction proceeds condition is replaced with a minimum net cash closing condition. The value of the total consideration payable to Banzai stockholders (which will consist solely of newly issued shares of 7GC common stock) is reduced from $293.0 million to $100.0 million, with no post-closing ?earn-out? or other future contingent consideration.

The business combination has been approved by the boards of directors of both Banzai and VII and is subject to regulatory approval, approval of the 7GC Stockholder Matters by 7GC?s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Registration Statement/Proxy Statement having become effective, the 7GC New Class A Shares (including the Earn Out Shares) to be issued pursuant to the Merger Agreement having been approved for listing on NASDAQ, 7GC having at least $5,000,001 of net tangible assets, consummation of the acquisition by Banzai of Hyros and other customary closing conditions. The deal expected to close in the first half of 2023. The net proceeds raised from the proposed transaction will be used to support Banzai strategic growth.

MKM Partners is serving as Capital Markets advisor and Joshua G. DuClos, Michael P. Heinz, Elizabeth R. Tabas Carson, Rachel D. Kleinberg, James W. Lowe, Edward W. Sharon, Corey Perry, Stacy Crosnicker, Eric Kauffman, Colleen Theresa Brown, Stephen M. Fronk and Matthew D. Stoker of Sidley Austin LLP is serving as legal advisor to VII. Roth Capital Partners LLC is serving as financial advisor and Perkins Coie LLP and Sonya Erickson of Cooley LLP is serving as legal advisors to Banzai. Gateway Group is serving as Investor Relations and Public Relations for the transaction.