Current Report Filing (8-k)
04 Januar 2021 - 11:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January
4, 2021 (December 28, 2020)
7GC & Co. Holdings Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39826
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85-3118980
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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388 Market Street, Suite 1300
San Francisco, CA 94111
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (628) 400-9284
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
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VIIAU
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The Nasdaq Stock Market LLC
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Shares of Class A common stock, par value $0.0001 per share, included as part of the Units
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VII
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The Nasdaq Stock Market LLC
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Redeemable Warrants included as part of the Units
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VIIAW
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The Nasdaq Stock Market LLC
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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).
Emerging
growth company þ
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 28, 2020, 7GC & Co. Holdings
Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 23,000,000 units
(the “Units”), including 3,000,000 Units issued pursuant to the exercise of the underwriters’ over-allotment
option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class
A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole
Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at
a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
On December 28, 2020, simultaneously with
the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate
of 7,350,000 warrants (the “Private Placement Warrants”) to 7GC & Co. Holdings LLC (the “Sponsor”)
at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,350,000.
A total of $230,000,000 of the proceeds
from the IPO (which amount includes $8,050,000 of the deferred underwriting commissions) and the sale of the Private Placement
Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer &
Trust Company, acting as trustee.
An audited balance sheet as of December
28, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company
and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statement
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:
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/s/ Jack Leeney
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Name:
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Jack Leeney
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Title:
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Chief Executive Officer
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Dated: January 4, 2021
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