Banzai to become publicly-traded via 7GC & Co. business combination

Banzai International and 7GC & Co. Holdings announced they have entered into a definitive business combination agreement that will result in Banzai becoming a publicly traded company. Upon closing of the proposed transaction, the combined company will be named Banzai International, Inc. and is expected to trade on the Nasdaq Capital Market. Banzai is an end-to-end video engagement solution that provides a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events, and other digital marketing campaigns. Through Banzai’s full-stack technology, marketers can leverage live and automated, no-download hosting for video marketing content such as webinars and virtual events and multi-channel targeted audience acquisition to bolster engagement and ROI. Banzai enables over 7,0001 marketing teams to create winning webinars and virtual events that increase marketing efficiency and drive additional revenue. Banzai and Hyros Inc have also entered into a merger agreement, where immediately prior to the closing of the proposed transaction between Banzai and VII, Banzai will acquire Hyros for approximately $110 million in a primarily stock transaction. Hyros’ strength is growing revenue attribution for digital marketers, helping enterprise and SMB customers get accurate sales and marketing data that they can leverage into making better ROI decisions. The acquisition is expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market and accelerate its long-term revenue growth and operational efficiency. The integration of the Hyros multi-channel attribution and AI optimization capabilities for digital businesses is expected to significantly enhance the Banzai platform. The combined company is expected to have an estimated post-transaction enterprise value of $380 million, consisting of an estimated equity value of $580 million, $207 million in cash, and $7 million in debt, assuming no redemptions of VII public shares by VII public stockholders. Cash proceeds raised are expected to consist of VII’s approximately $230 million of cash in trust. Banzai is a party to a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, pursuant to which GEM has agreed to purchase from the Company up to a number of authorized, validly issued, fully paid and non-assessable shares of Banzai common stock having an aggregate value of $100,000,000, which should allow the combined company post-closing to opportunistically take in additional capital in the event of high redemptions or if additional capital is needed. The net proceeds raised from the proposed transaction will be used to support Banzai strategic growth along its expansion vectors of inorganic growth opportunities, geographic expansion, customer type enlargement, sales channels additions and vertical extension. Current Banzai management, employees and existing shareholders will roll 100% of their existing equity holdings into equity of the combined company. Existing Banzai security holders will receive approximately 50% of the pro forma equity of the combined company as part of the transaction, assuming no redemptions of VII’s public shares. The business combination has been approved by the boards of directors of both Banzai and VII and is expected to close in the first half of 2023, subject to regulatory and stockholder approvals and other customary closing conditions.