7GC & Co. Holdings Inc. (VII) Amends Deal for Banzai International

7GC & Co. Holdings Inc. (NASDAQ: VII) announced this afternoon that it has made multiple amendments to its business combination agreement with video engagement platform Banzai.

As part of the changes, the requirement to close Banzai’s acquisition of ad-tracking firm Hyros is no longer a prerequisite for finalizing the merger. Originally, this deal’s close was predicated on Banzai completing its acquisition of Hyros, in which the ad-tracking company was to be paid $110 million plus $2.5 million multiplied by any additional annual recurring revenue it generates over its total, divided by $600,000 in fees. This compensation was to come primarily in the form of stock, and certain minority shareholders in Hyros were to receive about $1 million in cash.

But, Banzai and Hyros agreed to terminate the acquisition last week on August 1. Banzai noted that it remains committed to its inorganic growth strategy once publicly traded.

Additionally, the amendment introduces a reduction to the total payment to Banzai’s stockholders from $293 million to $100 million, determined by Banzai’s standalone value. And, the initial prospect for company shareholders to potentially acquire an additional 5,850,000 shares through an earn-out has been rescinded.

The parties have also agreed to remove the $100 million minimum aggregate transaction proceeds condition. Instead, it has been replaced with a net cash closing condition, necessitating that the combined net cash of 7GC, Banzai, and their subsidiaries, after accounting for redemptions by 7GC’s public stockholders and settling transaction costs for both parties, must be equal to or exceed $5 million.

Lastly, the parties have extended the completion deadline for the deal from September 8 until December 28.

In connection with the amendments, 7GC & Co.’s sponsor agreed, contingent upon the closing of the deal, to forfeit all 7,350,000 of its private placement warrants acquired in connection with the IPO. At the closing of the business combination, such forfeited private placement warrants will be transferred by the sponsor to 7GC and canceled in exchange for no consideration.

7GC & Co. inked its $380 million deal with video engagement platform Banzai in December 2022. VII originally raised $230 million in total proceeds from its IPO, but saw 85.52% of its trust removed due to redemptions at a previous meeting, leaving it with $35.15 million post-vote. Bainbridge Island, Washington-based Banzai provides a suite of virtual event management and analytical tools through a software-as-a-surface (SaaS) model.