7GC & Co. Holdings Inc.

The company acquired ClearDoc in December 2024 and is now asking holders to authorise the stock that pays for it, with the sellers — the OR Stockholders — barred from voting on the Merger Issuance Proposal, so the outcome rests with pre-existing holders. A total of 29,425,463 votes may be cast on the Written Consent, Option and Adjournment proposals, far exceeding the 6,314,123 Class A shares, which shows how much of the voting power sits outside that class. Annexes include an Amended 2023 Equity Incentive Plan and a Certificate of Amendment.

A ratio of up to 1-for-50 applied to 35,222,036 Class A shares could leave fewer than a million shares in public hands, and the board sets both the ratio and the date after the vote. Only the Class A stock is being consolidated in this proposal, so the relative position of Class B — which carries more than one vote per share — changes with it. An adjournment proposal accompanies the item, the standard hedge when a retail-heavy register must be assembled for a charter amendment.

The aggregate consideration is a fixed $100,000,000 converted into shares at $10.00 each, but the per-share value is diluted before that conversion: the denominator includes not only Banzai's outstanding Class A and Class B shares but the maximum shares issuable on full exercise of vested options and the maximum shares issuable on conversion of both the senior convertible notes and the subordinated convertible promissory notes at their applicable conversion prices. Every dollar of convertible debt outstanding at the first effective time reduces what each Banzai common share receives.

The denominator is what a Banzai holder should read. Per Share Value is $100,000,000 divided by a fully diluted count that includes not only outstanding Class A and Class B shares but the maximum shares issuable on full exercise of vested options and on conversion of both senior convertible notes and subordinated convertible promissory notes, principal and interest included. Every dollar of convertible debt outstanding at the first effective time therefore reduces the per-share consideration. The exchange ratio is that Per Share Value divided by $10.00.

The consideration is a fixed $100,000,000 converted into shares at $10.00 each, but the per-share value is computed against a denominator far larger than Banzai's outstanding stock: it adds the maximum shares issuable on full exercise of vested options and the maximum shares issuable on conversion of both the senior convertible notes and the subordinated convertible promissory notes at their applicable conversion prices. Banzai's preferred converts into Class A common stock immediately before the first effective time and shares the same pool.

The $100,000,000 is fixed while the divisor is a fully loaded share count: Per Share Value is that amount divided by Banzai's outstanding Class A and Class B stock plus the maximum shares issuable on full exercise of vested options and on conversion of both the senior convertible notes and the subordinated convertible promissory notes, and the Exchange Ratio is Per Share Value divided by $10.00. Every further instrument outstanding at the first effective time reduces each holder's shares rather than raising the total. Nasdaq listing of the New Banzai Class A shares is a closing condition.

The $100,000,000 is divided by a denominator that counts far more than outstanding shares: Banzai's Class A and Class B common stock, the maximum shares issuable on full exercise of vested options, and the maximum shares issuable on conversion of both senior convertible notes and subordinated convertible promissory notes at their applicable conversion prices. Per Share Value is that quotient and the Exchange Ratio divides it by $10.00. A Nasdaq listing of the New Banzai Class A Shares, subject to official notice of issuance, is a condition to consummation of the merger agreement.

The aggregate consideration is a fixed $100,000,000 converted at $10.00 per share, but the Per Share Value driving the exchange ratio is computed against a denominator well beyond Banzai's outstanding stock: it adds the maximum shares issuable on full exercise of vested options and the maximum shares issuable on conversion of both the senior convertible notes and the subordinated convertible promissory notes at their applicable conversion prices. Banzai preferred converts into Class A common immediately before the first effective time and shares the same fixed pool.

The consideration is a fixed $100,000,000 of stock divided among a denominator that keeps growing: the Per Share Value is $100,000,000 divided by Banzai's outstanding Class A and Class B shares plus the shares issuable on full exercise of vested options, on conversion of certain senior convertible notes, on conversion of principal and interest under certain subordinated convertible promissory notes, and on conversion of the SAFE Purchase Amount under each SAFE Right. That figure is then divided by $10.00, so every further convertible instrument reduces what each Banzai share receives.

What changed: Exhibit 4.3 to an 8-K of Banzai International, Inc.: a Senior Secured Convertible Note with an issuance date of August 12, 2026 and an original principal amount of $1,099,989.00, issued with original issue discount as one of an issue of notes under the Securities Purchase Agreement dated June 27, 2025. The conversion price is $1.96, subject to adjustment, and the note is convertible at the holder's option at any time after issuance into common stock, with fractional shares rounded up. Why it matters: The stated $1.96 conversion price and the installment and make-whole mechanics fix the terms on which this $1.1 million of principal can become common stock. The document does not state the maturity date, interest rate percentages or the note's holder.

What changed: Banzai International, Inc., the 7GC & Co. Holdings successor, entered an underwriting agreement dated July 13, 2026 with Aegis Capital Corp. to issue and sell 327,273 shares of Class A common stock, with an underwriter option over up to 36,364 additional shares. The agreement is filed as Exhibit 1.1 and sets an applicable time of 8:00 a.m. Eastern on the date of the agreement, with the securities offered off an effective registration statement and base prospectus. Why it matters: An offering of 327,273 shares is small in absolute terms, which usually means the share count is small too — the hallmark of an issuer that has already reverse-split and is now raising in modest increments through a single underwriter. For former BNZI holders each such deal is measured against a shrinking base, so proportional dilution can be significant even when the dollar amount is not. The filed agreement does not disclose the offering price in the captured text, so the proceeds cannot be established here.