Item 8.01 Other Events.
On December 19, 2022, 7GC & Co. Holdings Inc. (the "Company") issued a press
release announcing that its special meeting in lieu of an annual meeting of the
stockholders (the "Meeting") would be postponed from December 20, 2022 to 3:00
p.m. Eastern Time on December 21, 2022. In addition, the Company announced that
to mitigate the current uncertainty surrounding the implementation of the
Inflation Reduction Act of 2022, in the event that the extension (the
"Extension") of the time period the Company has to complete an initial business
combination (the "Business Combination") is implemented as described in the
Proxy Statement (defined below), 7GC & Co. Holdings LLC, the sponsor of the
Company, or a designee, will indemnify the Company for any excise tax
liabilities with respect to any future redemptions that occur after December 31,
2022 and prior to or in connection with a Business Combination or liquidation of
the Company. Additionally, if the Extension is implemented, the Company plans to
maintain the remaining amount in its trust account in an interest-bearing demand
deposit account at a bank.
A copy of the press release issued by the Company is attached as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
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 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 with the Securities and Exchange Commission (the "SEC") a
definitive proxy statement (the "Proxy Statement") in connection with the
Meeting and, beginning on December 5, 2022, mailed the Proxy Statement and other
relevant documents to its stockholders as of the November 21, 2022 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.
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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
Number Title
99.1 Press Release, dated December 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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