Banzai International, Inc. Has Entered Into a Definitive Business Combination Agreement With 7GC & Co. Holdings Inc.Banzai Accelerates Marketers’ Opportunities to Drive and Track ROI With Engaging Live and On-Demand Video ExperiencesRecurring Revenue Model, High Profit Margins and Significant Operating Leverage Combined With Rapid GrowthEstimated Post-Transaction Enterprise Value of $380 Million With Approximately $207 Million in Net Cash, Assuming No Redemptions of VII Public SharesCommitted Equity Facility of $100 Million From GEM to Opportunistically Support the Combined Company Post-Close SEATTLE and SAN FRANCISCO, Dec. 08, 2022 (GLOBE NEWSWIRE) — Banzai International, Inc. (“Banzai” or the “Company”), a main end-to-end video engagement platform for advertising and marketing, and 7GC & Co. Holdings Inc. (NASDAQ: VII) (“VII”), a publicly-traded particular function acquisition firm, introduced at the moment they’ve entered into a definitive enterprise mixture settlement that can end in Banzai changing into a publicly traded firm. Upon closing of the proposed transaction, the mixed firm can be named Banzai International, Inc. and is anticipated to commerce on the Nasdaq Capital Market. Banzai is an end-to-end video engagement resolution that gives a quick, intuitive and highly effective platform of selling instruments that create extra intent-driven movies, webinars, digital occasions, and different digital advertising and marketing campaigns. Through Banzai’s full-stack expertise, entrepreneurs can leverage reside and automatic, no-download internet hosting for video advertising and marketing content material reminiscent of webinars and digital occasions (by way of Demio) and multi-channel focused viewers acquisition (by way of Reach) to bolster engagement and ROI. Banzai allows over 7,0001 advertising and marketing groups to create profitable webinars and digital occasions that improve advertising and marketing effectivity and drive further income. Acquisition of Hyros Banzai and Hyros Inc (“Hyros”) have additionally entered into a merger settlement, the place instantly prior to the closing of the proposed transaction between Banzai and VII, Banzai will purchase Hyros for about $110 million (topic to customary and negotiated changes) in a primarily inventory transaction. Hyros’ energy is rising income attribution for digital entrepreneurs, serving to enterprise and SMB clients get correct gross sales and advertising and marketing knowledge that they will leverage into making higher ROI selections. The acquisition is anticipated to improve Banzai’s position as a full-stack advertising and marketing expertise platform, broaden its complete addressable market and speed up its long-term income progress and operational effectivity. The integration of the Hyros multi-channel attribution and AI optimization capabilities for digital companies is anticipated to considerably improve the Banzai platform. Investment Highlights Disruptive and differentiated expertise platform centered on engaging video engagement and attribution monitoring areas for gross sales and advertising and marketing groups: Banzai is an built-in, full-stack engagement advertising and marketing platform utilizing analytics, viewers, integrations, and engagement options to create a differentiated moat across the video engagement class.Recurring income mannequin, excessive revenue margins, and important working leverage: The annual progress fee as of Q3 2022 has been 85%.Strong KPIs with consolidated professional forma ARR of $22.1 million as of Q3 2022: Combining the Company’s self-serving providing to clients with Hyros’ robust gross sales group creates multi-channel gross sales competency.Large and rising addressable market: The video engagement area is exploding in a post-COVID world as gross sales & advertising and marketing groups adapt to a remote-work setting. The market alternative for digital occasions alone is estimated to develop to $110 billion till 2030 (21% CAGR)2.Consolidation engine in place: The Hyros acquisition is anticipated to considerably improve Banzai’s advertising and marketing toolset and revenues. Management Commentary “Nobody owns the advertising and marketing class for video engagement, making Banzai a trailblazer for the business,” stated, Joe Davy, CEO and Founder of Banzai. “Banzai satisfies engagement advertising and marketing wants with its absolutely built-in platform delivering analytics, viewers and engagement options to entrepreneurs. With the capital from our enterprise mixture with VII, we count on to proceed hyper-scaling to grow to be the main video engagement platform for entrepreneurs.” Jack Leeney, Chairman and CEO of VII, commented: “Joe and the staff have constructed the class defining platform for entrepreneurs within the hybrid work setting all of us now reside in. There has been unbelievable worth creation for advertising and marketing tech companies which have grow to be important platforms in e-mail or social channels. 7GC is thrilled to companion with Banzai because the enterprise continues to scale and personal the advertising and marketing buyer for video.” Transaction Terms & Financing The mixed firm is anticipated to have an estimated post-transaction enterprise worth of $380 million, consisting of an estimated fairness worth of $580 million, $207 million in money, and $7 million in debt, assuming no redemptions of VII public shares by VII public stockholders. Cash proceeds raised are anticipated to include VII’s roughly $230 million of money in belief (assuming no redemptions of VII public shares). Banzai is a get together to a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”), pursuant to which GEM has agreed to buy from the Company (or its successor following a merger transaction) up to a variety of approved, validly issued, absolutely paid and non-assessable shares of Banzai widespread inventory having an combination worth of $100,000,000, which ought to enable the mixed firm post-closing to opportunistically soak up further capital within the occasion of excessive redemptions or if further capital is required. The internet proceeds raised from the proposed transaction can be used to assist Banzai strategic progress alongside its enlargement vectors of inorganic progress alternatives, geographic enlargement, buyer sort enlargement, gross sales channels additions and vertical extension. Current Banzai administration, workers and current shareholders will roll 100% of their current fairness holdings into fairness of the mixed firm. Existing Banzai safety holders (together with the previous Hyros safety holders who obtain inventory on the closing of the Hyros acquisition) will obtain roughly 50% of the professional forma fairness of the mixed firm as a part of the transaction, assuming no redemptions of VII’s public shares. The enterprise mixture has been authorised by the boards of administrators of each Banzai and VII and is anticipated to shut within the first half of 2023, topic to regulatory and stockholder approvals and different customary closing situations. For a abstract of the fabric phrases of the proposed transaction, in addition to a supplemental investor presentation and a copy of the merger settlement, please see the Current Report on Form 8-Okay filed at the moment with the U.S. Securities and Exchange Commission (the “SEC”). Additional details about the proposed transaction can be described in VII’s registration assertion on Form S-4 (the “Registration Statement”) relating to the enterprise mixture, which it’ll file with the SEC. Advisors MKM Partners is serving as Capital Markets advisor and Sidley Austin LLP is serving as authorized advisor to VII. Roth Capital Partners LLC is serving as monetary advisor and Cooley LLP is serving as authorized advisor to Banzai. Gateway Group is serving as Investor Relations and Public Relations for the transaction. About 7GC & Co. Holdings 7GC & Co Holdings is a $230m particular function acquisition firm traded on the Nasdaq beneath the ticker: VII. The agency is a partnership between 7GC, a expertise progress fund based mostly in San Francisco, California and Berlin, Germany and Hennessy Capital, and a main impartial SPAC sponsor based mostly in Wilson, Wyoming and Los Angeles, California. 7GC is led by its Chief Executive Officer, Jack Leeney, and its Chief Financial Officer, Christopher Walsh. About Banzai Banzai is a main enterprise SaaS Video Engagement platform utilized by hundreds of entrepreneurs to energy webinars, trainings, digital occasions, and on-demand video content material. On a mission to make advertising and marketing extra human, Banzai makes it simple for entrepreneurs to create, develop, and monitor ROI on reside and hosted video content material by concentrating on new audiences and deepening buyer and prospect relationships. Banzai clients embody Square, Hewlett Packard Enterprise, Thermo Fisher Scientific, Thinkific, Doodle and ActiveCampaign, amongst hundreds of others. Learn extra at www.banzai.io. Additional Information and Where to Find It The proposed enterprise mixture can be submitted to stockholders of VII for his or her consideration and approval at a particular assembly of stockholders. VII and Banzai will put together the Registration Statement to be filed with the SEC by VII, which is able to embody preliminary and definitive proxy statements to be distributed to VII’s stockholders in reference to VII’s solicitation for proxies for the vote by VII’s stockholders in reference to the proposed enterprise mixture and different issues as described within the Registration Statement, in addition to the prospectus relating to the supply of the securities to be issued to VII’s stockholders and sure of Banzai’s equityholders in reference to the completion of the proposed enterprise mixture. After the Registration Statement has been filed and declared efficient, VII will mail a definitive proxy assertion and different related paperwork to its stockholders as of the file date established for voting on the proposed enterprise mixture. VII’s stockholders and different individuals are suggested to learn, as soon as obtainable, the preliminary proxy assertion/prospectus and any amendments thereto and, as soon as obtainable, the definitive proxy assertion/prospectus, in reference to VII’s solicitation of proxies for its particular assembly of stockholders to be held to approve, amongst different issues, the proposed enterprise mixture, as a result of these paperwork will include essential details about VII, Banzai and the proposed enterprise mixture. Stockholders may additionally acquire a copy of the preliminary or definitive proxy assertion, as soon as obtainable, in addition to different paperwork filed with the SEC concerning the proposed enterprise mixture and different paperwork filed with the SEC by VII, with out cost, on the SEC’s web site positioned at www.sec.gov. Copies of those filings could also be obtained freed from cost on VII’s “Investor Relations” web site at https://www.7gc.holdings/sec-filings or by directing a request to [email protected]. No Offer or Solicitation This press launch shall not represent a suggestion to promote, or a solicitation of a suggestion to purchase, or a advice to buy, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in reference to the proposed enterprise mixture or any associated transactions, nor shall there be any sale, issuance or switch of any securities in any jurisdiction the place, or to any individual to whom, such supply, solicitation or sale could also be illegal beneath the legal guidelines of such jurisdiction. This press launch doesn’t represent both recommendation or a advice concerning any securities. No providing of securities shall be made besides via a prospectus assembly the necessities of the Securities Act of 1933, as amended, or an exemption therefrom. Participants within the Solicitation VII and Banzai and their respective administrators and government officers, beneath SEC guidelines, could also be deemed to be individuals within the solicitation of proxies of VII’s stockholders in reference to the proposed enterprise mixture. Investors and safety holders might acquire extra detailed data concerning VII’s administrators and government officers in VII’s filings with the SEC, together with VII’s Annual Report on Form 10-Okay filed with the SEC on April 1, 2022. Information concerning the individuals who might, beneath SEC guidelines, be deemed individuals within the solicitation of proxies to VII’s stockholders in reference to the proposed enterprise mixture, together with a description of their direct and oblique pursuits, which can, in some instances, be completely different than these of VII’s stockholders typically, can be set forth within the Registration Statement. Stockholders, potential buyers and different individuals ought to learn the Registration Statement fastidiously when it turns into obtainable earlier than making any voting or funding selections. Caution Concerning Forward-Looking Statements Certain statements included on this press launch aren’t historic information however are forward-looking statements, together with for functions of the protected harbor provisions beneath the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are accompanied by phrases reminiscent of “imagine,” “might,” “will,” “estimate,” “proceed,” “anticipate,” “intend,” “count on,” “ought to,” “would,” “plan,” “undertaking,” “forecast,” “predict,” “potential,” “appear,” “search,” “future,” “outlook,” “goal,” and related expressions that predict or point out future occasions or tendencies or that aren’t statements of historic issues, however the absence of those phrases doesn’t imply that a assertion shouldn’t be forward-looking. These forward-looking statements embody, however aren’t restricted to, (1) statements concerning estimates and forecasts of different monetary and efficiency metrics and projections of market alternative; (2) references with respect to the anticipated advantages of the proposed enterprise mixture; (3) modifications available in the market for Banzai’s and Hyros’ providers and expertise, and enlargement plans and alternatives; (4) Banzai’s unit economics; (5) the sources and makes use of of money of the proposed enterprise mixture; (6) the anticipated capitalization and enterprise worth of the mixed firm following the consummation of the proposed enterprise mixture; (7) the projected technological developments of Banzai and Hyros; (8) present and future potential business and buyer relationships; (9) the flexibility to function effectively at scale; (10) anticipated investments in further capital assets, and analysis and improvement and the impact of those investments; (11) the quantity of redemption requests made by VII’s public stockholders; (12) the flexibility of the mixed firm to problem fairness or equity-linked securities sooner or later; and (13) expectations associated to the phrases and timing of the proposed enterprise mixture. These statements are based mostly on varied assumptions, whether or not or not recognized on this press launch, and on the present expectations of VII’s, Hyros’ and Banzai’s administration and aren’t predictions of precise efficiency. These forward-looking statements are offered for illustrative functions solely and aren’t meant to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of truth or chance. Actual occasions and circumstances are tough or unattainable to predict and can differ from assumptions. Many precise occasions and circumstances are past the management of Banzai and Hyros. These forward-looking statements are topic to a variety of dangers and uncertainties, together with: modifications in home and overseas enterprise, market, monetary, political and authorized situations; the shortcoming of the events to efficiently or well timed consummate the proposed enterprise mixture, together with the danger that any required stockholder or regulatory approvals aren’t obtained, are delayed or are topic to unanticipated situations that would adversely have an effect on the mixed firm or the anticipated advantages of the proposed enterprise mixture shouldn’t be obtained; failure to understand the anticipated advantages of the proposed enterprise mixture; Banzai’s skill to efficiently and well timed develop, promote and broaden its expertise and merchandise, and in any other case implement its progress technique; dangers relating to Banzai’s operations and enterprise, together with data expertise and cybersecurity dangers, lack of key clients and deterioration in relationships between Banzai and its workers; dangers associated to elevated competitors; dangers relating to potential disruption of present plans, operations and infrastructure of Banzai and Hyros as a results of the announcement and consummation of the proposed enterprise mixture; dangers that Banzai is unable to safe or shield its mental property; dangers that the post-combination firm experiences difficulties managing its progress and increasing operations; the flexibility to compete with current or new corporations that would trigger downward stress on costs, fewer buyer orders, diminished margins, the shortcoming to reap the benefits of new enterprise alternatives, and the lack of market share; the quantity of redemption requests made by VII’s stockholders; the impression of the COVID-19 pandemic; the flexibility to efficiently choose, execute or combine future acquisitions into the enterprise, which might end in materials adversarial results to operations and monetary situations; and people components set forth within the part entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in VII’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, VII’s Annual Report on Form 10-Okay for the yr ended December 31, 2021, and in these paperwork that VII has filed, or will file, with the SEC. If any of those dangers materialize or our assumptions show incorrect, precise outcomes might differ materially from the outcomes implied by these forward-looking statements. The dangers and uncertainties above aren’t exhaustive, and there could also be further dangers that neither VII, Hyros, nor Banzai presently know or that VII, Hyros, and Banzai at present imagine are immaterial that would additionally trigger precise outcomes to differ from these contained within the forward-looking statements. In addition, forward-looking statements replicate VII’s, Hyros’, and Banzai’s expectations, plans or forecasts of future occasions and views as of the date of this press launch. VII, Hyros, and Banzai anticipate that subsequent occasions and developments will trigger VII’s, Hyros’, and Banzai’s assessments to change. However, whereas VII, Hyros, and Banzai might elect to replace these forward-looking statements sooner or later sooner or later, VII, Hyros, and Banzai particularly disclaim any obligation to achieve this. These forward-looking statements shouldn’t be relied upon as representing VII’s, Hyros’, and Banzai’s assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements. Contacts: InvestorsCody Slach, Ralf EsperGateway [email protected] MediaRobert CollinsGateway [email protected] ________________ 1 Combined with Hyros as of Q3 2022. Includes buyer overlap with Banzai and Hyros current buyer base.2 Source: Straits Research, Zion Market Research, and IDC Research (2021)
https://information.google.com/__i/rss/rd/articles/CBMi0wFodHRwczovL3d3dy5nbG9iZW5ld3N3aXJlLmNvbS9uZXdzLXJlbGVhc2UvMjAyMi8xMi8wOC8yNTcwMjI3LzAvZW4vQmFuemFpLWEtTGVhZGluZy1FbmQtVG8tRW5kLVZpZGVvLUVuZ2FnZW1lbnQtUGxhdGZvcm0tdG8tQmVjb21lLWEtUHVibGljbHktVHJhZGVkLUNvbXBhbnktdmlhLUJ1c2luZXNzLUNvbWJpbmF0aW9uLXdpdGgtN0dDLUNvLUhvbGRpbmdzLUluYy5odG1s0gEA?oc=5
