SEC Comment Letter 0000000000-23-011879 to Banzai International, Inc. (BNZI)
Banzai International, Inc.
Date: Oct. 30, 2023 · CIK: 0001826011 · Accession: 0000000000-23-011879
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274278
Letter
United States securities and exchange commission logo October 30, 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. 3 to Registration Statement on Form S-4 Filed October 26, 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 24, 2023 letter. Amendment No. 3 to Registration Statement on Form S-4 Summary of Proxy Statement/Prospectus Sources and Uses of Funds for the Business Combination, page 23 1.Your sources of funds assumes that you will enter into a $20.0 million Pipe transaction and a $5.0 million bridge funding prior to closing. Please tell us, and revise to clarify, the current status of such funding. To the extent these transactions may not close as anticipated, tell us why you believe inclusion of such amounts in your sources of funds assumptions is appropriate.
FirstName LastNameJack Leeney Comapany Name7GC & Co. Holdings Inc. October 30, 2023 Page 2 FirstName LastName Jack Leeney 7GC & Co. Holdings Inc. October 30, 2023 Page 2 Stockholder Proposal No. 4 - The Direction Election Proposal, page 140 2.Your revised disclosure in response to prior comment 1 appears to indicate that Banzai designated four of the five New Banzai Board members. However, your disclosures here continue to indicate that the 7GC Board nominated each of the new Banzai Board members. Please revise to clarify this apparent inconsistency. 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 30, 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. 3 to Registration Statement on Form S-4
Filed October 26, 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 24, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Summary of Proxy Statement/Prospectus
Sources and Uses of Funds for the Business Combination, page 23
1.Your sources of funds assumes that you will enter into a $20.0 million Pipe transaction
and a $5.0 million bridge funding prior to closing. Please tell us, and revise to clarify, the
current status of such funding. To the extent these transactions may not close as
anticipated, tell us why you believe inclusion of such amounts in your sources of funds
assumptions is appropriate.
FirstName LastNameJack Leeney
Comapany Name7GC & Co. Holdings Inc.
October 30, 2023 Page 2
FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
October 30, 2023
Page 2
Stockholder Proposal No. 4 - The Direction Election Proposal, page 140
2.Your revised disclosure in response to prior comment 1 appears to indicate that Banzai
designated four of the five New Banzai Board members. However, your disclosures here
continue to indicate that the 7GC Board nominated each of the new Banzai Board
members. Please revise to clarify this apparent inconsistency.
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