7GC & Co., Banzai amend business combination agreement

Banzai International and 7GC & Co. Holdings entered into an amendment to their previously disclosed definitive business combination agreement dated December 8, 2022. The Amendment provides, among other things, that the closing of Banzai’s acquisition of Hyros is no longer a condition to the closing of the Business Combination, the total consideration payable to Banzai stockholders is changed to $100 million based on the standalone value of Banzai, with no right to an earn-out as was contemplated under the original Business Combination agreement, the “outside date” for the closing of the Business Combination is extended to December 28, 2023, and the minimum aggregate transaction proceeds condition is replaced with a minimum net cash closing condition, pursuant to which the net cash of 7GC, Banzai and their subsidiaries, after redemptions by 7GC public stockholders and payment of both parties’ transaction expenses, must equal or exceed $5 million. Banzai had previously agreed to acquire Hyros in a merger that was intended to close immediately prior to the closing of the Business Combination. Banzai and Hyros agreed to terminate the Hyros Merger Agreement on August 1, 2023. The Company remains committed to its inorganic growth strategy once publicly traded. In connection with the Amendment, 7GC & Co. Holdings agreed, contingent upon closing of the of the Business Combination, to forfeit all 7,350,000 of its private placement warrants acquired in connection with the 7GC initial public offering. At the closing of the Business Combination, such forfeited private placement warrants will be transferred by the Sponsor to 7GC and cancelled in exchange for no consideration.