4//SEC Filing
Bryant William Kazuo 4
Accession 0000905148-23-001658
CIK 0001826011other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 9:59 PM ET
Size
6.7 KB
Accession
0000905148-23-001658
Insider Transaction Report
Form 4
Bryant William Kazuo
Director
Transactions
- Award
Class A Common Stock
2023-12-14+26,228→ 26,228 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)
- [F2](Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.
- [F3]At the Closing, the Reporting Person acquired these shares of Class A common stock of the Issuer ("Class A Common Stock") in exchange for shares of Series A-1 Preferred Stock of Banzai, convertible promissory notes of Banzai in the principal amount of $33,000 and SAFE Rights (as defined in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on November 13, 2023) in the principal amount of $67,000 held immediately prior the Closing, which were automatically converted into a number of shares of Class A Common Stock equal to (i) the Per Share Value (as defined in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on November 13, 2023) divided by (y) $10.00 per share pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
Related Parties
1- filerCIK 0001880844
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 9:59 PM ET
- Size
- 6.7 KB