SEC Comment Letter 0000000000-23-011623 to Banzai International, Inc. (BNZI)
Banzai International, Inc.
Date: Oct. 24, 2023 · CIK: 0001826011 · Accession: 0000000000-23-011623
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274278
Letter
United States securities and exchange commission logo October 24, 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. 2 to Registration Statement on Form S-4 Filed October 18, 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 12, 2023 letter. Amendment No. 2 to Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Information, page 75 1.We note that Stockholder Proposal No. 4 has been revised such that holders of 7GC common stock will elect all five directors to the New Banzai Board. Your disclosure here and on page 134 states that Banzai's directors and individuals designated by, or representing, Banzai's existing shareholders will constitute at least four of the five members of the initial New Banzai Board following consummation of the Business Combination. Please clarify whether at least four of the current nominees meet this criterion or revise as necessary.
FirstName LastNameJack Leeney Comapany Name7GC & Co. Holdings Inc. October 24, 2023 Page 2 FirstName LastName Jack Leeney 7GC & Co. Holdings Inc. October 24, 2023 Page 2 Stockholder Proposal No. 1 - The Business Combination Proposal Expected Accounting Treatment, page 133 2.We note your revised disclosures in response to prior comment 2. However, the bullet points on page 134 continue to refer to Banzai's existing shareholders having a majority interest under both the no redemption and maximum redemption scenarios, which is not the case. Please revise. Beneficial Ownership of Securities, page 231 3.We note your response to prior comment 4. Please disclose the natural person(s) that hold investment and/or voting power over the voting securities beneficially owned by Polar Asset Management Partners Inc. 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
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United States securities and exchange commission logo
October 24, 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. 2 to Registration Statement on Form S-4
Filed October 18, 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 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 75
1.We note that Stockholder Proposal No. 4 has been revised such that holders of 7GC
common stock will elect all five directors to the New Banzai Board. Your disclosure here
and on page 134 states that Banzai's directors and individuals designated by, or
representing, Banzai's existing shareholders will constitute at least four of the five
members of the initial New Banzai Board following consummation of the Business
Combination. Please clarify whether at least four of the current nominees meet this
criterion or revise as necessary.
FirstName LastNameJack Leeney
Comapany Name7GC & Co. Holdings Inc.
October 24, 2023 Page 2
FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
October 24, 2023
Page 2
Stockholder Proposal No. 1 - The Business Combination Proposal
Expected Accounting Treatment, page 133
2.We note your revised disclosures in response to prior comment 2. However, the bullet
points on page 134 continue to refer to Banzai's existing shareholders having a majority
interest under both the no redemption and maximum redemption scenarios, which is not
the case. Please revise.
Beneficial Ownership of Securities, page 231
3.We note your response to prior comment 4. Please disclose the natural person(s) that hold
investment and/or voting power over the voting securities beneficially owned by Polar
Asset Management Partners Inc.
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