SEC Comment Letter 0000000000-23-012073 to Banzai International, Inc. (BNZI)
Banzai International, Inc.
Date: Nov. 3, 2023 · CIK: 0001826011 · Accession: 0000000000-23-012073
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274278
Letter
United States securities and exchange commission logo November 3, 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. 4 to Registration Statement on Form S-4 Filed November 2, 2023 File No. 333-274278 Dear Jack Leeney: We have reviewed your amended registration statement and have the following comment. 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 30, 2023 letter. Amendment No. 4 to Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Information, page 77 1.We note from your revised disclosures in response to prior comment 1, 7GC expects to satisfy the minimum cash condition that the Net Transaction Proceeds at closing will be equal or greater than $5.0 million (Minimum Cash Condition) through the Pipe transaction and bridge financing (Contemplated Financing Transactions) or other financing arrangements. We further note the definition of Net Transaction Proceeds includes cash proceeds to be received from any financing, whether equity or debt, at or immediately following the Closing. Please tell us whether the entire $40.0 million you anticipate receiving from the GEM Agreement satisfies the "at or immediately following the Closing" criteria in calculating Net Transaction Proceeds. If not, revise your pro forma financial statements to only include the funds from the GEM financing that will be received at Closing and can be used to satisfy the Minimum Cash Condition requirements. Also, include a discussion in the introductory paragraphs addressing the fact
FirstName LastNameJack Leeney Comapany Name7GC & Co. Holdings Inc. November 3, 2023 Page 2 FirstName LastName Jack Leeney 7GC & Co. Holdings Inc. November 3, 2023 Page 2 that if the Contemplated Financing Transactions are not effectuated, the Minimum Cash Condition may not be met under certain scenarios such that the Business Combination may not be completed. Similar revisions should be made to your Source and Use of Funds disclosures elsewhere in the filing. Please contact 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
November 3, 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. 4 to Registration Statement on Form S-4
Filed November 2, 2023
File No. 333-274278
Dear Jack Leeney:
We have reviewed your amended registration statement and have the following comment.
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 30, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 77
1.We note from your revised disclosures in response to prior comment 1, 7GC expects to
satisfy the minimum cash condition that the Net Transaction Proceeds at closing will be
equal or greater than $5.0 million (Minimum Cash Condition) through the Pipe transaction
and bridge financing (Contemplated Financing Transactions) or other financing
arrangements. We further note the definition of Net Transaction Proceeds includes cash
proceeds to be received from any financing, whether equity or debt, at or immediately
following the Closing. Please tell us whether the entire $40.0 million you anticipate
receiving from the GEM Agreement satisfies the "at or immediately following the
Closing" criteria in calculating Net Transaction Proceeds. If not, revise your pro forma
financial statements to only include the funds from the GEM financing that will be
received at Closing and can be used to satisfy the Minimum Cash Condition
requirements. Also, include a discussion in the introductory paragraphs addressing the fact
FirstName LastNameJack Leeney
Comapany Name7GC & Co. Holdings Inc.
November 3, 2023 Page 2
FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
November 3, 2023
Page 2
that if the Contemplated Financing Transactions are not effectuated, the Minimum Cash
Condition may not be met under certain scenarios such that the Business Combination
may not be completed. Similar revisions should be made to your Source and Use of Funds
disclosures elsewhere in the filing.
Please contact 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