7GC & Co. Holdings to merge with Banzai International at ~$380M enterprise value

Banzai International, Inc.

Pro forma enterprise value ~$380M; Banzai security holders receive ~$293M in 7GC stock, subject to adjustments.
Earn-out of up to 5.85M shares vesting if stock hits $12, $14, or $16 within 60 months post-close.
Closing conditioned on 7GC stockholder approval, HSR clearance, net tangible assets ≥$5M, and Hyros acquisition.
Hyros acquisition for ~$110M plus revenue-based earnout; post-close redemption option up to ~$86.9M cash.
Sponsor support agreement locks up votes; deal must close by June 8, 2023, or may be terminated.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Banzai International, Inc. entered into Agreement and Plan of Merger and Reorganization with Banzai International Inc., 7GC Merger Sub I, Inc., and 7GC Merger Sub II, LLC valued at approximately $380 million (effective 2022-12-08).

Action: entry
Agreement: merger
Counterparty: Banzai International Inc., 7GC Merger Sub I, Inc., and 7GC Merger Sub II, LLC
Value: approximately $380 million
Effective: 2022-12-08

Exact text from the filing

On December 8, 2022, 7GC & Co. Holdings Inc., a Delaware corporation (“ 7GC ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”), by and among Banzai International Inc., a Delaware corporation (the “ Company ”), 7GC, 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“ First Merger Sub ”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“ Second Merger Sub ”

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Banzai International, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-22-078344

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