7GC & Co. Holdings in an 8-K said it signed a non-binding term sheet for a $100 million standby equity commitment from Yorkshire Adviswers Global. Yorkshire would buy stock up to that amount following the SPAC’s closing of its proposed merger with Banzai International, a marketing technology company.
Banzai agreed to issue to Yorkville immediately prior to the merger closing 300,000 shares and the SPAC agreed to pay a commitment fee of $500,000 to Yorkville at the earlier of the three-month anniversary of the closing date or termination of the standby equitry agreement, which will be payable, at the SPAC’s option, in cash or shares of Class A stock through an advance.
Yorkville also agreed to advance to the SPAC in exchange for a convertible promissory note an aggregate amount of up to $3.5 million, $2 million of which will be funded at closing and the remaining $1.5 million will be funded upon the effectiveness of a resale registration statement
7GC and Banzai in August amended terms of the deal, changing the total consideration payable to Banzai stockholders to $100 million based on the standalone value of Banzai, with no right to an earn-out as was cited in the original agreement. Additionally, the outside date for the closing the deal was extended to Dec. 28 and the minimum aggregate transaction proceeds condition was replaced with a net cash closing condition of at least $5 million.
The deal was valued at $380 million when announced a year ago. Read more.
