Banzai, a Leading End-To-End Video Engagement Platform, to Become a Publicly Traded Company via Business Combination with 7GC & Co. Holdings Inc.

• 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 Experiences

• Recurring Revenue Model, High Profit Margins and Significant Operating Leverage Combined With Rapid Growth

• Estimated Post-Transaction Enterprise Value of $380 Million With Approximately $207 Million in Net Cash, Assuming No Redemptions of VII Public Shares

• Committed Equity Facility of $100 Million From GEM to Opportunistically Support the Combined Company Post-Close

Banzai International, Inc., a leading end-to-end video engagement platform for marketing, and 7GC & Co. Holdings Inc., a publicly-traded special purpose acquisition company, announced today they have entered into a definitive business combination agreement that will result in Banzai becoming a publicly traded company.

Upon closing of the proposed transaction, the combined company will be named Banzai International, Inc. and is expected to trade on the Nasdaq Capital Market.

Banzai is an end-to-end video engagement solution that provides a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events, and other digital marketing campaigns. Through Banzai’s full-stack technology, marketers can leverage live and automated, no-download hosting for video marketing content such as webinars and virtual events (via Demio) and multi-channel targeted audience acquisition (via Reach) to bolster engagement and ROI. Banzai enables over 7,0001 marketing teams to create winning webinars and virtual events that increase marketing efficiency and drive additional revenue.

Acquisition of Hyros

Banzai and Hyros Inc (“Hyros”) have also entered into a merger agreement, where immediately prior to the closing of the proposed transaction between Banzai and VII, Banzai will acquire Hyros for approximately $110 million (subject to customary and negotiated adjustments) in a primarily stock transaction. Hyros’ strength is growing revenue attribution for digital marketers, helping enterprise and SMB customers get accurate sales and marketing data that they can leverage into making better ROI decisions. The acquisition is expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market and accelerate its long-term revenue growth and operational efficiency.

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The integration of the Hyros multi-channel attribution and AI optimization capabilities for digital businesses is expected to significantly enhance the Banzai platform.

Investment Highlights

• Disruptive and differentiated technology platform focused on attractive video engagement and attribution tracking spaces for sales and marketing teams: Banzai is an integrated, full-stack engagement marketing platform using analytics, audience, integrations, and engagement features to create a differentiated moat around the video engagement category.
• Recurring revenue model, high profit margins, and significant operating leverage: The annual growth rate as of Q3 2022 has been 85%.
• Strong KPIs with consolidated pro forma ARR of $22.1 million as of Q3 2022: Combining the Company’s self-serving offering to customers with Hyros’ strong sales organization creates multi-channel sales competency.
• Large and growing addressable market: The video engagement space is exploding in a post-COVID world as sales & marketing teams adapt to a remote-work environment. The market opportunity for virtual events alone is estimated to grow to $110 billion until 2030 (21% CAGR)².
• Consolidation engine in place: The Hyros acquisition is expected to significantly increase Banzai’s marketing toolset and revenues.

Management Commentary

“Nobody owns the marketing category for video engagement, making Banzai a trailblazer for the industry,” said, Joe Davy, CEO and Founder of Banzai. “Banzai satisfies engagement marketing needs with its fully integrated platform delivering analytics, audience and engagement features to marketers. With the capital from our business combination with VII, we expect to continue hyper-scaling to become the leading video engagement platform for marketers.”

Jack Leeney, Chairman and CEO of VII, commented: “Joe and the team have built the category defining platform for marketers in the hybrid work environment we all now live in. There has been incredible value creation for marketing tech businesses which have become essential platforms in email or social channels. 7GC is thrilled to partner with Banzai as the business continues to scale and own the marketing customer for video.”

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Transaction Terms & Financing

The combined company is expected to have an estimated post-transaction enterprise value of $380 million, consisting of an estimated equity value of $580 million, $207 million in cash, and $7 million in debt, assuming no redemptions of VII public shares by VII public stockholders. Cash proceeds raised are expected to consist of VII’s approximately $230 million of cash in trust (assuming no redemptions of VII public shares). Banzai is a party 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 purchase from the Company (or its successor following a merger transaction) up to a number of authorized, validly issued, fully paid and non-assessable shares of Banzai common stock having an aggregate value of $100,000,000, which should allow the combined company post-closing to opportunistically take in additional capital in the event of high redemptions or if additional capital is needed.

The net proceeds raised from the proposed transaction will be used to support Banzai strategic growth along its expansion vectors of inorganic growth opportunities, geographic expansion, customer type enlargement, sales channels additions and vertical extension.

Current Banzai management, employees and existing shareholders will roll 100% of their existing equity holdings into equity of the combined company. Existing Banzai security holders (including the former Hyros security holders who receive stock at the closing of the Hyros acquisition) will receive approximately 50% of the pro forma equity of the combined company as part of the transaction, assuming no redemptions of VII’s public shares. The business combination has been approved by the boards of directors of both Banzai and VII and is expected to close in the first half of 2023, subject to regulatory and stockholder approvals and other customary closing conditions.

For a summary of the material terms of the proposed transaction, as well as a supplemental investor presentation and a copy of the merger agreement, please see the Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission (the “SEC”). Additional information about the proposed transaction will be described in VII’s registration statement on Form S-4 (the “Registration Statement”) relating to the business combination, which it will file with the SEC.

Advisors

MKM Partners is serving as Capital Markets advisor and Sidley Austin LLP is serving as legal advisor to VII. Roth Capital Partners LLC is serving as financial advisor and Cooley LLP is serving as legal advisor to Banzai. Gateway Group is serving as Investor Relations and Public Relations for the transaction.

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