SC 13G/A
1
7GC.txt
7GC 13GA
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No._1)*
(Name of Issuer)
Banzai International, Inc. (formerly known as 7GC & Co. Holdings LLC)
(Title of Class of Securities)
Class A Common Stock, par value $0.0001 per share
(CUSIP Number)
83690107
(Date of Event Which Requires Filing of this Statement)
12/31/2023
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No.
06682J100
(1) Names of reporting persons
Polar Asset Management Partners Inc.
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b)
(3) SEC use only
(4) Citizenship or place of organization
Ontario, Canada
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
327,750 (including 296,500 shares issuable upon the exercise of warrants)
(6) Shared voting power
(7) Sole dispositive power
327,750 (including 296,500 shares issuable upon exercise of warrants)
(8) Shared dispositive power
(9) Aggregate amount beneficially owned by each reporting person
327,750 (including 296,500 shares issuable upon exercise of warrants)
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
(11) Percent of class represented by amount in Row (9)
2.60%
(12) Type of reporting person (see instructions)
IA
Item 1(a) Name of issuer:
Banzai International, Inc. (formerly known as 7GC & Co. Holdings LLC)
Item 1(b) Address of issuer's principal executive offices:
435 ERICKSEN AVE, SUITE 250,
BAINBRIDGE ISLAND, WA, 98110
2(a) Name of person filing:
This statement is filed by Polar Asset Management Partners Inc.,
a company incorporated under the laws of Ontario, Canada,
which serves as the investment advisor to
Polar Multi-Strategy Master Fund, a Cayman Islands
exempted company ("PMSMF") with respect to the shares and warrants
directly held by PMSMF.
2(b) Address or principal business office or, if none, residence:
16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.
2(c) Citizenship:
Canada
2(d) Title of class of securities:
Class A Common Stock, par value $0.0001 per share
2(e) CUSIP Number:
06682J100
Item 3.
[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
[ ] Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
[ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
[ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
[x] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The Reporting Person is an investment fund manager, portfolio manager,
exempt market dealer and commodity trading manager registered with the Ontario
Securities Commission.
Item 4. Ownership
as of December 31, 2023
1. Polar Asset Management Partners Inc.
(a) Amount beneficially owned: 327,750
(including 296,500 shares issuable upon the exercise of warrants)
(b) Percent of class: 2.60%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
327,750 (including 296,500 shares issuable upon the exercise of warrants)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:327,750
(including 296,500 shares issuable upon the exercise of warrants)
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following [X].
Instruction. Dissolution of a group requires a response to this item.
Not applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting on by the Parent Holding Company or Control
Person.
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of his/her knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature. After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: February 9, 2024
POLAR ASSET MANAGEMENT PARTNERS INC.
By: /s/ Andrew Ma
Name: Andrew Ma
Title: Chief Compliance Officer
SEATTLE and SAN FRANCISCO, Dec. 15, 2023 (GLOBE NEWSWIRE) -- 7GC & Co. Holdings Inc. (NASDAQ:VII) ("VII" or "7GC"), a publicly-traded special purpose acquisition company, and Banzai International, Inc. ("Banzai" or the "Company"), a leading marketing technology company that provides essential marketing and sales solutions, today announced the closing of the previously announced business combination (the "Business Combination") between 7GC and Banzai. The combined company will operate under the name "Banzai International, Inc.". Beginning on December 15, 2023, Banzai will commence trading of its Class A common stock on the Nasdaq Global Market under the ticker symbol "BNZI" and warrants on
SAN FRANCISCO and SEATTLE, Nov. 15, 2023 (GLOBE NEWSWIRE) -- 7GC & Co. Holdings Inc. (NASDAQ:VII) ("VII" or "7GC"), a publicly-traded special purpose acquisition company, and Banzai International, Inc. ("Banzai" or the "Company"), a leading marketing technology company that provides data-driven marketing and sales solutions, today announced that the U.S. Securities and Exchange Commission ("SEC") has declared effective the registration statement on Form S-4 (File No. 333-274278) (as amended, the "Registration Statement") in connection with the previously announced proposed business combination (the "Business Combination") between 7GC and Banzai. Additionally, 7GC announced that it has set
SAN FRANCISCO and SEATTLE, Aug. 31, 2023 (GLOBE NEWSWIRE) -- 7GC & Co. Holdings Inc. (NASDAQ:VII) ("VII" or "7GC"), a publicly-traded special purpose acquisition company, and Banzai International, Inc. ("Banzai" or the "Company"), a marketing technology company that provides marketers with the tools they need to target, engage, and analyze their audience, all under one trusted brand, announced today that 7GC filed a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") on August 31, 2023. The Registration Statement contains a preliminary proxy statement and prospectus in connection with the previously announced proposed
