Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2023, 7GC & Co. Holdings Inc. (the "Company" or "we") and the
Company's sponsor, 7GC & Co. Holdings LLC (the "Sponsor"), entered into a
non-redemption agreement (the "Non-Redemption Agreement") with an unaffiliated
third party (the "Holder") in exchange for the Holder agreeing either not to
request redemption, or to reverse any previously submitted redemption demand
with respect to an aggregate of 247,000 shares of Class A common stock, par
value $0.0001 per share (the "Class A common stock"), of the Company sold in its
initial public offering ("IPO"), in connection with the special meeting called
by the Company (the "Meeting") to, among other things, approve an amendment to
the Company's amended and restated certificate of incorporation (the "Extension
Amendment") to extend the date by which the Company must (i) consummate an
initial business combination, (ii) cease all operations except for the purpose
of winding up, and (iii) redeem or repurchase 100% of its Class A common stock
included as part of the units sold in the IPO, from June 28, 2023 to
December 28, 2023 (the "Extension"). In consideration of the foregoing
agreement, immediately prior to, and substantially concurrently with, the
closing of an initial business combination, (i) the Sponsor (or its designees)
will surrender and forfeit to the Company for no consideration an aggregate of
30,875 shares of the Company's Class B common stock, par value $0.0001 per
share, held by the Sponsor (the "Forfeited Shares") and (ii) the Company shall
issue to the Holder a number of shares of Class A common stock equal to the
number of Forfeited Shares.
The Non-Redemption Agreement is not expected to increase the likelihood that the
Extension Amendment is approved by Company's stockholders but is expected to
increase the amount of funds that remain in the trust account of the Company
(the "Trust Account") following the Meeting. The Company intends to enter into
additional Non-Redemption Agreements with other third parties prior to the
Meeting.
The foregoing summary of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by
reference.
Stockholders may withdraw redemptions at any time until June 22, 2023 with
respect to the Extension. Stockholders may request to withdraw their redemption
by contacting the Company's transfer agent, Continental Stock Transfer & Trust
Company, at One State Street, 30th Floor, New York, New York 10004, Attn:
Stephen Baran (e-mail:sbaran@continentalstock.com).
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Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its Annual Report on
Form 10-K filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests are contained in the definitive proxy statement filed by the Company
on May 30, 2023 (the "Proxy Statement").
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed the Proxy Statement with the Securities and Exchange
Commission (the "SEC") in connection with the Meeting and, beginning on May 31,
2023, mailed the Proxy Statement and other relevant documents to its
stockholders as of the May 16, 2023 record date for the Meeting. The Company's
stockholders and other interested persons are advised to read the Proxy
Statement and any other relevant documents that have been or will be filed with
the SEC in connection with the Company's solicitation of proxies for the Meeting
because these documents will contain important information about the Company,
the Extension and related matters. Stockholders may also obtain a free copy of
the Proxy Statement, as well as other relevant documents that have been or will
be filed with the SEC, without charge, at the SEC's website located at
www.sec.gov or by directing a request to Morrow Sodali, LLC
at (800) 662-5200 (toll free) or by email at vii.info@investor.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K ("Current Report") and oral statements made from
time to time by representatives of the Company may include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical fact are forward-looking
statements. When used in this Current Report, words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should," "would" and
similar expressions, as they relate to the Company or the Company's management
team, identify forward-looking statements. Such forward-looking statements are
based on the beliefs of the Company's management, as well as assumptions made
by, and information currently available to, the Company's management. Actual
results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company's filings with
the SEC. All subsequent written or oral forward-looking statements attributable
to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those
set forth in the Risk Factors section of the Company's registration statement
and prospectus for the Company's initial public offering filed with the SEC. The
Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Non-Redemption Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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