Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
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.
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
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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7GC & CO. HOLDINGS INC. |
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By: |
/s/ Jack Leeney |
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Name: |
Jack Leeney |
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Title: |
Chief Executive Officer |
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| Dated: December 19, 2022 |
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Exhibit 99.1
7GC & Co. Holdings Inc. Announces Postponement
of its Special Meeting of Stockholders to December 21, 2022 and
That Trust Account Will Bear Interest and Will Not Be Decreased Due to
Excise Tax
SAN FRANCISCO, CA, December 19, 2022 — 7GC & Co. Holdings
Inc. (NASDAQ: VII) (the “Company”) today announced that its special meeting in lieu of an annual meeting of the stockholders
(the “Meeting”) will be postponed from December 20, 2022 to 3:00 p.m. Eastern Time on December 21, 2022. The record date
for determining the Company stockholders entitled to receive notice of and to vote at the Meeting remains the close of business on November 21,
2022 (the “Record Date”). Stockholders who have previously submitted their proxies or otherwise voted and who do not want
to change their vote need not take any action. Stockholders as of the Record Date can vote, even if they have subsequently sold their
shares. In connection with the postponement of the Meeting, the Company has further extended the deadline for holders of the Company’s
Class A common stock issued in the Company’s initial public offering to submit their shares for redemption in connection with the
Extension Amendment to 5:00 p.m. Eastern Time on December 20, 2022. Stockholders who wish to withdraw their previously submitted redemption
request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares by 2:00 p.m. Eastern Time
on December 21, 2022.
Additionally, 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”), the sponsor of the Company, or a designee, will indemnify the
Company against 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 (the “Trust Account”) in an interest-bearing demand deposit account
at a bank.
If the Extension is implemented, the Sponsor has agreed to deposit
into the Trust Account (i) the lesser of (a) an aggregate of $900,000 or (b) $0.18 per share that remains outstanding and is not redeemed
in connection with the Extension plus (ii) the lesser of (a) an aggregate of $300,000 or (b) $0.06 per share that remains outstanding
and is not redeemed in connection with the Extension for each of the three subsequent calendar months commencing on March 29, 2023.
About 7GC & Co. Holdings
7GC & Co. Holdings is a $230 million special purpose acquisition
company traded on the Nasdaq under the ticker: VII. The Company is a partnership between 7GC, a technology growth fund based in San Francisco,
California and Berlin, Germany, and Hennessy Capital, a leading independent SPAC sponsor based in Wilson, Wyoming and Los Angeles, California.
The Company is led by its Chief Executive Officer, Jack Leeney, and its Chief Financial Officer, Christopher Walsh.
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.
Forward-Looking Statements
This press release 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 included in this press release are forward-looking statements. When used in this press release, 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 its 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.
Contacts:
Investors
Cody Slach, Ralf Esper
Gateway Group
949-574-3860
VII@gatewayir.com
