8-K
filed December 23, 2022, 6:59 PM ET
ticker BNZI
CIK 0001826011
other material
confidence high
sentiment negative
materiality 0.85
Banzai International, Inc. (BNZI): debt financing — 7GC stockholders approve extension to June 2023 with 17.9M shares redeemed; $2.3M note issued
Banzai International, Inc.
- Extension of business combination deadline from Dec 28, 2022 to June 28, 2023 approved by stockholders.
- 17,923,223 public shares redeemed for trust proceeds; only 5,076,777 public shares remain outstanding.
- Issued up to $2.3M unsecured promissory note to sponsor; $1.3M drawn ($900K extension, $400K working capital).
- Note bears no interest and is convertible into Class A shares at $10 per share upon a business combination.
- Directors Tripp Jones and Patrick Eggen re-elected as Class I directors until 2025 annual meeting.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Banzai International, Inc. incurred loan of up to an aggregate of $2,300,000 with 7GC & Co. Holdings LLC (the "Sponsor") at does not bear interest maturing upon the earlier of the consummation of a Business Combination or the date the Company liquidates the trust account.
- Instrument
- loan
- Principal
- up to an aggregate of $2,300,000
- Counterparty
- 7GC & Co. Holdings LLC (the "Sponsor")
- Rate
- does not bear interest
- Maturity
- upon the earlier of the consummation of a Business Combination or the date the Company liquidates the trust account
- Event
- incurrence
Exact text from the filing
On December 21, 2022, 7GC & Co. Holdings Inc. (the “ Company ”) issued an unsecured promissory note (the “ Note ”) to 7GC & Co. Holdings LLC (the “ Sponsor ”), which provides for borrowings from time to time of up to an aggregate of $2,300,000.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Banzai International, Inc.: The Company filed an amendment to its Amended and Restated Certificate of Incorporation to extend the deadline for consummating a business combination from December 28, 2022 to June 28, 2023 (effective 2022-12-21).
- Change
- charter amendment
- Effective
- 2022-12-21
Exact text from the filing
On December 21, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must consummate a Business Combination from December 28, 2022 to June 28, 2023, or such earlier date as determined by the board of directors of the Company (the “ Board ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Banzai International, Inc. entered into Note with 7GC & Co. Holdings LLC valued at up to an aggregate of $2,300,000 (effective 2022-12-21).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- 7GC & Co. Holdings LLC
- Value
- up to an aggregate of $2,300,000
- Effective
- 2022-12-21
Exact text from the filing
On December 21, 2022, 7GC & Co. Holdings Inc. (the “ Company ”) issued an unsecured promissory note (the “ Note ”) to 7GC & Co. Holdings LLC (the “ Sponsor ”), which provides for borrowings from time to time of up to an aggregate of $2,300,000.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Banzai International, Inc. shareholders approved Approval of Extension Amendment extending business combination deadline to June 28, 2023 at the 2022-12-21 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-12-21
Exact text from the filing
On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending the date by which the Company must consummate its initial Business Combination from December 28, 2022 to June 28, 2023, or such earlier date as determined by the Board (the “ Extension Amendment Proposal ”). The final voting results for the Extension Amendment Proposal were as follows: For Against Abstain Broker Non-Votes 22,141,905 1,537 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Banzai International, Inc. shareholders approved Re-election of Class I directors Tripp Jones and Patrick Eggen at the 2022-12-21 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2022-12-21
Exact text from the filing
The Company’s stockholders also re-elected each of Tripp Jones and Patrick Eggen as Class I directors of the Board until the annual meeting of the Company to be held in 2025 or until their successors are appointed and qualified (the “ Director Election Proposal ”). The final voting results for the Director Election Proposal were as follows: For Withhold Tripp Jones 19,997,538 2,145,904 Patrick Eggen 19,370,704 2,772,738
View on SEC.gov
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