7GC : Banzai International, Inc. Has Entered Into a Definitive Business Combination Agreement With 7GC & Co. Holdings Inc – Form 8-K

SEATTLE, WA and SAN FRANCISCO, CA – December 8, 2022 – Banzai Worldwide, Inc. (“Banzai” or the “Firm”), a number one end-to-end video engagement platform for advertising and 7GC & Co. Holdings Inc. (NASDAQ: VII) (“VII”), a publicly-traded particular objective acquisition firm, introduced in the present day they’ve entered right into a definitive enterprise mixture settlement that can lead to Banzai turning into a publicly traded firm.

Upon closing of the proposed transaction, the mixed firm shall be named Banzai Worldwide, Inc. and is predicted to commerce on the Nasdaq Capital Market.

Banzai is an end-to-end video engagement answer that gives a quick, intuitive and highly effective platform of promoting instruments that create extra intent-driven movies, webinars digital occasions, and different digital advertising campaigns. By way of Banzai’s full-stack expertise, entrepreneurs can leverage dwell and automatic, no-download internet hosting (by way of Demio) and multi-channel focused viewers acquisition (by way of Attain) to bolster engagement and ROI. Banzai permits over 7,000 Mixed with Hyros as of Q3 2022. Consists of buyer overlap with Banzai and Hyros current buyer base advertising groups to create profitable webinars and digital occasions that improve advertising effectivity and drive further income.

Acquisition of Hyros

Banzai and Hyros Inc (“Hyros”) have additionally entered right into a merger settlement, the place instantly previous to the closing of the proposed transaction between Banzai and VII, Banzai will purchase Hyros for about $110 million (topic to customary and negotiated changes) in a primarily inventory transaction. Hyros’ energy is rising income attribution for digital entrepreneurs, serving to enterprise and SMB clients get correct gross sales and advertising knowledge that they will leverage into making higher ROI selections. The acquisition is predicted to reinforce Banzai’s position as a full-stack advertising expertise platform, develop its whole addressable market and speed up its long-term income progress and operational effectivity.

The combination of the Hyros multi-channel attribution and AI optimization capabilities for digital companies is predicted to considerably improve the Banzai platform.

Funding Highlights

Administration Commentary

“No one owns the advertising class for video engagement, making Banzai a trailblazer for the trade,” stated, Joe Davy, CEO and Founding father of Banzai. “Banzai satisfies engagement advertising wants with its totally built-in platform delivering analytics, viewers and engagement options to entrepreneurs. With the capital from our enterprise mixture with VII, we count on to proceed hyper-scaling to develop into the main video engagement platform for entrepreneurs.”

Jack Leeney, Chairman and CEO of VII, commented: “Joe and the crew have constructed the class defining platform for entrepreneurs within the hybrid work setting all of us now dwell in. There was unbelievable worth creation for advertising tech companies which have develop into important platforms in electronic mail or social channels. 7GC is thrilled to companion with Banzai because the enterprise continues to scale and personal the advertising buyer for video.”

Transaction Phrases & Financing

The mixed firm is predicted to have an estimated post-transaction enterprise worth of $380 million, consisting of an estimated fairness worth of $580 million, $207 million in money, and $7 million in debt, assuming no redemptions of VII public shares by VII public stockholders. Money proceeds raised are anticipated to include VII’s roughly $230 million of money in belief (assuming no redemptions of VII public shares). Banzai is a celebration to a Share Buy Settlement with GEM World Yield LLC SCS and GEM Yield Bahamas Restricted (collectively, “GEM”), pursuant to which GEM has agreed to buy from the Firm (or its successor following a merger transaction) as much as numerous licensed, validly issued, totally paid and non-assessable shares of Banzai widespread inventory having an mixture worth of $100,000,000, which ought to permit the mixed firm post-closing to opportunistically soak up further capital within the occasion of excessive redemptions or if further capital is required.

The online proceeds raised from the proposed transaction shall be used to assist Banzai strategic progress alongside its enlargement vectors of inorganic progress alternatives, geographic enlargement, buyer sort enlargement, gross sales channels additions and vertical extension.

Present Banzai administration, staff and current shareholders will roll 100% of their current fairness holdings into fairness of the mixed firm. Present Banzai safety holders (together with the previous Hyros safety holders who obtain inventory on the closing of the Hyros acquisition) will obtain roughly 50% of the professional forma fairness of the mixed firm as a part of the transaction, assuming no redemptions of VII’s public shares. The enterprise mixture has been authorised by the boards of administrators of each Banzai and VII and is predicted to shut within the first half of 2023, topic to regulatory and stockholder approvals and different customary closing circumstances.

For a abstract of the fabric phrases of the proposed transaction, in addition to a supplemental investor presentation and a replica of the merger settlement, please see the Present Report on Kind 8-Okay filed in the present day with the U.S. Securities and Trade Fee (the “SEC”). Extra details about the proposed transaction shall be described in VII’s registration assertion on Kind S-4 (the “Registration Assertion”) regarding the enterprise mixture, which it would file with the SEC.

Advisors

MKM Companions is serving as Capital Markets advisor and Sidley Austin LLP is serving as authorized advisor to VII. Roth Capital Companions LLC is serving as monetary advisor and Cooley LLP is serving as authorized advisor to Banzai. Gateway Group is serving as Investor Relations and Public Relations for the transaction.

About 7GC & Co. Holdings

7GC & Co Holdings is a $230m particular objective acquisition firm traded on the Nasdaq underneath the ticker: VII. The agency is a partnership between 7GC, a expertise progress fund based mostly in San Francisco, California and Berlin, Germany and Hennessy Capital, and a number one unbiased SPAC sponsor based mostly in Wilson, Wyoming and Los Angeles, California. 7GC is led by its Chief Govt Officer, Jack Leeney, and its Chief Monetary Officer, Christopher Walsh.

About Banzai

Banzai is a number one enterprise SaaS Video Engagement platform utilized by hundreds of entrepreneurs to energy webinars, trainings, digital occasions and on-demand video content material. On a mission to make advertising extra human, Banzai makes it simple for entrepreneurs to create, develop and observe ROI on dwell and hosted content material by concentrating on new audiences and deepening buyer and prospect relationships. Banzai clients embody Sq., Hewlett Packard Enterprise, Thermo Fisher Scientific, Thinkific, Doodle and ActiveCampaign, amongst hundreds of others. Be taught extra at www.banzai.io.

Extra Data and The place to Discover It

The proposed enterprise mixture shall be submitted to stockholders of VII for his or her consideration and approval at a particular assembly of stockholders. VII and Banzai will put together the Registration Assertion to be filed with the SEC by VII, which can embody preliminary and definitive proxy statements to be distributed to VII’s stockholders in reference to VII’s solicitation for proxies for the vote by VII’s stockholders in reference to the proposed enterprise mixture and different issues as described within the Registration Assertion, in addition to the prospectus regarding the supply of the securities to be issued to VII’s stockholders and sure of Banzai’s equityholders in reference to the completion of the proposed enterprise mixture. After the Registration Assertion has been filed and declared efficient, VII will mail a definitive proxy assertion and different related paperwork to its stockholders as of the report date established for voting on the proposed enterprise mixture. VII’s stockholders and different individuals are suggested to learn, as soon as obtainable, the preliminary proxy assertion/prospectus and any amendments thereto and, as soon as obtainable, the definitive proxy assertion/prospectus, in reference to VII’s solicitation of proxies for its particular assembly of stockholders to be held to approve, amongst different issues, the proposed enterprise mixture, as a result of these paperwork will comprise vital details about VII, Banzai and the proposed enterprise mixture. Stockholders may get hold of a replica of the preliminary or definitive proxy assertion, as soon as obtainable, in addition to different paperwork filed with the SEC relating to the proposed enterprise mixture and different paperwork filed with the SEC by VII, with out cost, on the SEC’s web site situated at www.sec.gov. Copies of those filings could also be obtained freed from cost on VII’s “Investor Relations” web site at https://www.7gc.holdings/sec-filings or by directing a request to information@7gc.co.

No Provide or Solicitation

This press launch shall not represent a suggestion to promote, or a solicitation of a suggestion to purchase, or a advice to buy, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in reference to the proposed enterprise mixture or any associated transactions, nor shall there be any sale, issuance or switch of any securities in any jurisdiction the place, or to any particular person to whom, such supply, solicitation or sale could also be illegal underneath the legal guidelines of such jurisdiction. This press launch doesn’t represent both recommendation or a advice relating to any securities. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of the Securities Act of 1933, as amended, or an exemption therefrom.

Individuals within the Solicitation

VII and Banzai and their respective administrators and government officers, underneath SEC guidelines, could also be deemed to be contributors within the solicitation of proxies of VII’s stockholders in reference to the proposed enterprise mixture. Buyers and safety holders might get hold of extra detailed info relating to VII’s administrators and government officers in VII’s filings with the SEC, together with VII’s Annual Report on Kind 10-Okay filed with the SEC on April 1, 2022. Data relating to the individuals who might, underneath SEC guidelines, be deemed contributors within the solicitation of proxies to VII’s stockholders in reference to the proposed enterprise mixture, together with an outline of their direct and oblique pursuits, which can, in some circumstances, be completely different than these of VII’s stockholders typically, shall be set forth within the Registration Assertion. Stockholders, potential buyers and different individuals ought to learn the Registration Assertion rigorously when it turns into obtainable earlier than making any voting or funding selections.

Warning Regarding Ahead-Trying Statements

Sure statements included on this press launch aren’t historic information however are forward-looking statements, together with for functions of the protected harbor provisions underneath the USA Personal Securities Litigation Reform Act of 1995. Ahead-looking statements typically are accompanied by phrases equivalent to “consider,” “might,” “will,” “estimate,” “proceed,” “anticipate,” “intend,” “count on,” “ought to,” “would,” “plan,” “undertaking,” “forecast,” “predict,” “potential,” “appear,” “search,” “future,” “outlook,” “goal,” and comparable expressions that predict or point out future occasions or tendencies or that aren’t statements of historic issues, however the absence of those phrases doesn’t imply {that a} assertion is just not forward-looking. These forward-looking statements embody, however aren’t restricted to, (1) statements relating to estimates and forecasts of different monetary and efficiency metrics and projections of market alternative; (2) references with respect to the anticipated advantages of the proposed enterprise mixture; (3) modifications available in the market for Banzai’s and Hyros’ companies and expertise, and enlargement plans and alternatives; (4) Banzai’s unit economics; (5) the sources and makes use of of money of the proposed enterprise mixture; (6) the anticipated capitalization and enterprise worth of the mixed firm following the consummation of the proposed enterprise mixture; (7) the projected technological developments of Banzai and Hyros; (8) present and future potential industrial and buyer relationships; (9) the power to function effectively at scale; (10) anticipated investments in further capital sources, and analysis and growth and the impact of those investments; (11) the quantity of redemption requests made by VII’s public stockholders; (12) the power of the mixed firm to concern fairness or equity-linked securities sooner or later; and (13) expectations associated to the phrases and timing of the proposed enterprise mixture. These statements are based mostly on varied assumptions, whether or not or not recognized on this press launch, and on the present expectations of VII’s, Hyros’ and Banzai’s administration and aren’t predictions of precise efficiency. These forward-looking statements are offered for illustrative functions solely and aren’t meant to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of reality or likelihood. Precise occasions and circumstances are tough or unimaginable to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of Banzai and Hyros. These forward-looking statements are topic to numerous dangers and uncertainties, together with: modifications in home and international enterprise, market, monetary, political and authorized circumstances; the shortcoming of the events to efficiently or well timed consummate the proposed enterprise mixture, together with the danger that any required stockholder or regulatory approvals aren’t obtained, are delayed or are topic to unanticipated circumstances that might adversely have an effect on the mixed firm or the anticipated advantages of the proposed enterprise mixture is just not obtained; failure to appreciate the anticipated advantages of the proposed enterprise mixture; Banzai’s means to efficiently and well timed develop, promote and develop its expertise and merchandise, and in any other case implement its progress technique; dangers regarding Banzai’s operations and enterprise, together with info expertise and cybersecurity dangers, lack of key clients and deterioration in relationships between Banzai and its staff; dangers associated to elevated competitors; dangers regarding potential disruption of present plans, operations and infrastructure of Banzai and Hyros on account of the announcement and consummation of the proposed enterprise mixture; dangers that Banzai is unable to safe or defend its mental property; dangers that the post-combination firm experiences difficulties managing its progress and increasing operations; the power to compete with current or new corporations that might trigger downward stress on costs, fewer buyer orders, diminished margins, the shortcoming to reap the benefits of new enterprise alternatives, and the lack of market share; the quantity of redemption requests made by VII’s stockholders; the affect of the COVID-19 pandemic; the power to efficiently choose, execute or combine future acquisitions into the enterprise, which might lead to materials hostile results to operations and monetary circumstances; and people components set forth within the part entitled “Danger Components” and “Particular Word Concerning Ahead-Trying Statements” in VII’s Quarterly Report on Kind 10-Q for the quarter ended September 30, 2022, VII’s Annual Report on Kind 10-Okay for the 12 months ended December 31, 2021, and in these paperwork that VII has filed, or will file, with the SEC. If any of those dangers materialize or our assumptions show incorrect, precise outcomes might differ materially from the outcomes implied by these forward-looking statements. The dangers and uncertainties above aren’t exhaustive, and there could also be further dangers that neither VII, Hyros, nor Banzai presently know or that VII, Hyros, and Banzai presently consider are immaterial that might additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements mirror VII’s, Hyros’, and Banzai’s expectations, plans or forecasts of future occasions and views as of the date of this press launch. VII, Hyros, and Banzai anticipate that subsequent occasions and developments will trigger VII’s, Hyros’, and Banzai’s assessments to alter. Nonetheless, whereas VII, Hyros, and Banzai might elect to replace these forward-looking statements in some unspecified time in the future sooner or later, VII, Hyros, and Banzai particularly disclaim any obligation to take action. These forward-looking statements shouldn’t be relied upon as representing VII’s, Hyros’, and Banzai’s assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.

Contacts:

Buyers

Cody Slach, Ralf Esper

Gateway Group

949-574-3860

VII@gatewayir.com

Media

Robert Collins

Gateway Group

617-797-1979

VII@gatewayir.com