Banzai International, Inc. entered into a Letter of intent to acquire 7GC & Co. Holdings Inc. (NasdaqCM:VII) from a group of shareholders in a reverse merger transaction on August 16, 2022. Banzai International, Inc. entered into a definitive business combination agreement to acquire 7GC & Co. Holdings Inc. (NasdaqCM:VII) from a group of shareholders for approximately $350 million in a reverse merger transaction on December 8, 2022. As per the terms of the transaction, the consideration to be paid to security holders of Banzai is $293 million, subject to certain adjustments and Earn Out Shares of 5.85 million of 7GC New Class A Shares. 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. Current Banzai management, employees and existing shareholders will roll 100% of the 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. In a related transaction, Banzai entered into a Purchase Agreement to acquire Hyros for approximately $110 million. 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. As on August 4, 2023, parties entered into an amendment to the Agreement and Plan of Merger. Pursuant to the Amendment, the closing of Banzai's acquisition of Hyros Inc. is no longer a condition to the closing of the Business Combination, 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. The value of the total consideration payable to Banzai stockholders (which will consist solely of newly issued shares of 7GC common stock) is reduced from $293.0 million to $100.0 million, payable in New Banzai Class A Shares or New Banzai Class B Shares, as applicable, with no post-closing ?earn-out? or other future contingent consideration. 9,999,935 shares of New Banzai Common Stock are expected to be issued at the closing to the existing Banzai Securityholders (including those issued to holders of SAFE Rights and issuable upon conversion of the Subordinated Convertible Notes at the First Effective Time). Following the Closing, it is expected that the current management of Banzai will become the management of New Banzai, and the New Banzai Board will consist of five directors.

The business combination is subject to regulatory approval, approval of the 7GC?s stockholders, the required approval by Banzai stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Registration Statement/Proxy Statement having become effective, the new 7GC New Class A Shares (including the Earn Out Shares) to be issued pursuant to the Merger Agreement having been approved for listing on NASDAQ, 7GC having at least $5,000,001 of net tangible assets, consummation of the acquisition by Banzai of Hyros, 7GC having delivered to Banzai executed copies of the A&R Registration Rights Agreement and the Exchange Agent Agreement, the Aggregate 7GC Transaction Proceeds shall be equal to or greater than $100 million and other customary closing conditions. 7GC Board of Directors has unanimously approved the business combination and unanimously recommends that stockholders vote for the merger. Banzai Board has also approved the business combination. The Registration Statement was declared effective by the SEC on November 13, 2023. The deal is expected to close in the first half of 2023. As of October 26, 2023, it is expected that the closing date will be October 31, 2023. As of November 2, 2023, the business combination is expected to be completed in the fourth quarter of 2023. The net proceeds raised from the proposed transaction will be used to support Banzai strategic growth.

MKM Partners is serving as Capital Markets advisor and Joshua G. DuClos, Michael P. Heinz, Elizabeth R. Tabas Carson, Rachel D. Kleinberg, James W. Lowe, Edward W. Sharon, Corey Perry, Stacy Crosnicker, Eric Kauffman, Colleen Theresa Brown, Stephen M. Fronk and Matthew D. Stoker of Sidley Austin LLP are serving as legal advisors and due diligence providers to 7GC. Roth Capital Partners LLC is serving as financial advisor and Lee Schindler and Joe Bailey of Perkins Coie LLP and Alan Hambelton, Garth Osterman and Sonya Erickson of Cooley LLP are serving as legal advisors and due diligence providers to Banzai. Houlihan Capital, LLC acted as financial advisor as well as fairness opinion provider to 7GC Board. CohnReznick LLP acted as financial, information technology, and tax diligence advisor to 7GC. Aon Capital Markets Inc. and KPMG LLP also acted as due diligence provider to 7GC. Northland Securities, Inc. acted as fairness opinion provider to 7GC. Boris Dolgonos of Gibson, Dunn & Crutcher LLP acted as legal advisor to GEM Global Yield LLC SCS affiliate of Banzai. 7GC engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $15,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to 7GC. 7GC engaged Houlihan Capital to render an opinion in exchange for a fee of $200,000, of which $100,000 was paid upon execution of the engagement letter, and the remaining $100,000 will be payable in cash immediately upon the closing.

Banzai International, Inc. acquired 7GC & Co. Holdings Inc. (NasdaqCM:VII) from a group of shareholders in a reverse merger transaction on December 14, 2023. As of December 13, 2023, 7GC?s stockholders approved the transaction. The combined company will operate under the name ?Banzai International, Inc.?. Beginning on December 15, 2023, Banzai will commence trading of its Class A common stock on the Nasdaq Global Market under the ticker symbol ?BNZI? and warrants on the Nasdaq Capital Market under the ticker symbol ?BNZIW?.