7GC & CO. HOLDINGS INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

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. Up to $500,000 of the Note may be drawn and used for working capital purposes (a "Working Capital Drawdown") and up to $1,800,000 of the Note may be drawn and used to finance deposits to the Company's Trust Account (as defined below) in connection with the solicitation of approval of the stockholders of the Company to extend the deadline for the Company to consummate an initial business combination (a "Business Combination") (an "Extension Drawdown"). The Company borrowed $1,300,000 under the Note on December 21, 2022, $900,000 of which was an Extension Drawdown and $400,000 of which was a Working Capital Drawdown. The Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the trust account (the "Trust Account") established in connection with the Company's initial public offering (the "IPO") upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $0.0001 par value per share, of the Company (the "Converted Shares") equal to the principal amount of the Note so converted divided by $10.00. The terms of the Converted Shares, if issued, will be identical to the terms of the Class A common stock issued by the Company in the IPO, except that the Converted Shares (x) will not be registered under the Securities Act of 1933, as amended, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among the Company, the Sponsor, and certain other parties thereto. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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").

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

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

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

Stockholders holding 17,923,223 shares of the Company's Class A common stock ("Public Shares") exercised their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. Following redemptions, the Company will have 5,076,777 Public Shares outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.   Description of Exhibits
3.1             Amendment to Amended and Restated Certificate of Incorporation.
10.1            Promissory Note, dated December 21, 2022, issued by 7GC & Co. Holdings
              Inc. to 7GC & Co. Holdings LLC.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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