[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements and management's discussion and analysis for the period ended March 31, 2021 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for the three months ended March 31, 2021, show the company's financial position as a special purpose acquisition company (SPAC), with total assets of approximately $232 million primarily in a trust account and a net income of $11.0 million from non-cash gains [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) As of March 31, 2021, the company held **$230.0 million** in investments in its Trust Account, with total liabilities decreasing to **$22.8 million** and stockholders' equity stable at **$5.0 million** Condensed Balance Sheet Summary (as of March 31, 2021 vs. December 31, 2020) | Balance Sheet Item | March 31, 2021 (unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,546,715 | $1,724,354 | | Investments held in Trust Account | $230,005,861 | $230,000,189 | | **Total Assets** | **$232,032,771** | **$232,279,953** | | **Liabilities & Equity** | | | | Derivative warrant liabilities | $14,399,500 | $25,856,500 | | Deferred underwriting commissions | $8,050,000 | $8,050,000 | | **Total Liabilities** | **$22,759,919** | **$34,050,517** | | Class A common stock subject to redemption | $204,272,850 | $193,229,430 | | **Total stockholders' equity** | **$5,000,002** | **$5,000,006** | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) For the three months ended March 31, 2021, the company reported a net income of **$11.0 million**, primarily driven by a non-cash gain of **$11.5 million** from the change in fair value of derivative warrant liabilities Statement of Operations Summary (For the three months ended March 31, 2021) | Item | Amount | | :--- | :--- | | Loss from operations | $(419,256) | | Change in fair value of derivative warrant liabilities | $11,457,000 | | Gain on investments held in Trust Account | $5,672 | | **Net income** | **$11,043,416** | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) For the three months ended March 31, 2021, net cash used in operating activities was **$177,639**, leading to a decrease in the company's cash balance from **$1.72 million** to **$1.55 million** Cash Flow Summary (For the three months ended March 31, 2021) | Cash Flow Item | Amount | | :--- | :--- | | Net income | $11,043,416 | | Adjustments (incl. change in warrant liabilities) | $(11,451,328) | | Changes in operating assets/liabilities | $241,617 | | **Net cash used in operating activities** | **$(177,639)** | | **Cash - end of the period** | **$1,546,715** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's formation as a SPAC, its December 2020 IPO raising **$230 million**, the 24-month deadline for a Business Combination, and key accounting policies for derivative warrant liabilities - The company is a special purpose acquisition company (SPAC) formed in September 2020 to effect a Business Combination and has not yet commenced any operations[20](index=20&type=chunk)[21](index=21&type=chunk) - On December 28, 2020, the company completed its Initial Public Offering (IPO) of **23,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$230 million**, with net proceeds of **$230 million** placed in a Trust Account[22](index=22&type=chunk)[24](index=24&type=chunk) - The company must complete a Business Combination by **December 28, 2022** (24 months from IPO closing), or it will be required to liquidate and redeem all public shares[31](index=31&type=chunk) - The company's public and private placement warrants are recognized as derivative liabilities at fair value, with changes in fair value recorded in the statement of operations, representing a significant accounting policy and estimate[55](index=55&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its **$11.0 million** net income from non-operating gains, and its **$1.5 million** cash and **$1.8 million** working capital to fund operations and search for a target business - The company is a blank check company incorporated in September 2020 for the purpose of effecting a Business Combination[103](index=103&type=chunk) Q1 2021 Results of Operations Summary | Item | Amount | | :--- | :--- | | Net Income | ~$11.0 million | | Interest Income (Trust Account) | ~$6,000 | | Change in Fair Value of Warrant Liabilities | ~$11.5 million (gain) | | General & Administrative Expenses | ~$370,000 | | Franchise Tax Expense | ~$49,000 | - As of March 31, 2021, the company had approximately **$1.5 million** in cash and **$1.8 million** in working capital available to fund its operations and search for a Business Combination[109](index=109&type=chunk) - The company must complete a Business Combination within **24 months** of its IPO (by December 28, 2022) or it will be forced to liquidate[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company has no material exposure to market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company is not subject to any material market or interest rate risk as of March 31, 2021[126](index=126&type=chunk) - Proceeds from the IPO held in the Trust Account are invested in short-term U.S. government treasury obligations, minimizing interest rate risk[126](index=126&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2021, due to a material weakness in accounting for complex securities, but remediation steps have been implemented - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2021[128](index=128&type=chunk) - The ineffectiveness was due to a material weakness in internal control over financial reporting, which was later identified and related to the accounting for complex securities[128](index=128&type=chunk)[130](index=130&type=chunk) - Management has implemented remediation steps, including enhancing the review process for complex accounting standards and considering additional staff with relevant experience[130](index=130&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other required information, including unregistered sales of equity securities and a list of exhibits filed with the report [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period covered by this report - There were **no unregistered sales** of equity securities during the quarter[132](index=132&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include CEO and CFO certifications and XBRL interactive data files - The exhibits filed with this report include certifications from the Chief Executive Officer and Chief Financial Officer, as well as XBRL data files[132](index=132&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39826 7GC & Co. Holdings Inc. (Exact name of registrant as specified in its charter) | | N/A (I.R.S. Employer | | --- | --- | | Delawar ...