[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and management's discussion for 7GC & Co. Holdings, Inc., detailing its financial position, operations, cash flows, and related disclosures as a blank check company [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for 7GC & Co. Holdings, Inc. as of June 30, 2021, highlighting its status as a blank check company with no operations, a balance sheet primarily consisting of cash and investments in a trust account, and net income driven by non-cash changes in derivative warrant liabilities [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2021, the company held **$230.0 million** in its Trust Account, with total assets of **$231.4 million** and total liabilities of **$26.5 million**, primarily from derivative warrant liabilities and deferred underwriting commissions, while **$200.0 million** of Class A common stock is classified as temporary equity Condensed Balance Sheet Highlights (June 30, 2021 vs. December 31, 2020) | Metric | June 30, 2021 (unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $979,212 | $1,724,354 | | Investments held in Trust Account | $230,011,596 | $230,000,189 | | **Total Assets** | **$231,425,039** | **$232,279,953** | | **Liabilities** | | | | Derivative warrant liabilities | $17,300,500 | $25,856,500 | | Deferred underwriting commissions | $8,050,000 | $8,050,000 | | **Total Liabilities** | **$26,450,879** | **$34,050,517** | | **Equity** | | | | Class A common stock subject to possible redemption | $199,974,150 | $193,229,430 | | Total stockholders' equity | $5,000,010 | $5,000,006 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the six months ended **June 30, 2021**, the company reported a net income of **$6.7 million**, primarily due to an **$8.6 million** non-cash gain from derivative warrant liabilities, offsetting **$1.8 million** in operating losses, while the three-month period recorded a net loss of **$4.3 million** driven by a **$2.9 million** loss on warrant fair value changes Statement of Operations Summary | Metric | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Loss from operations | $(1,403,427) | $(1,822,683) | | Change in fair value of derivative warrant liabilities | $(2,901,000) | $8,556,000 | | Gain on investments held in Trust Account | $5,735 | $11,407 | | **Net (Loss) Income** | **$(4,298,692)** | **$6,744,724** | | Basic and diluted net (loss) income per share, Class B | $(0.75) | $1.17 | [Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders%27%20Equity) For the six months ended **June 30, 2021**, total stockholders' equity remained stable at approximately **$5.0 million**, influenced by reclassifications of redeemable common stock and the period's net income, which was partially offset by a net loss in the second quarter - Total stockholders' equity remained consistent, starting at **$5,000,006** on **December 31, 2020**, and ending at **$5,000,010** on **June 30, 2021**[16](index=16&type=chunk) - The retained earnings (accumulated deficit) account shifted from a deficit of **$(6,051,790)** at year-end **2020** to retained earnings of **$692,934** at **June 30, 2021**, primarily due to the net income recorded in the first half of the year[16](index=16&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) For the six months ended **June 30, 2021**, net cash used in operating activities totaled **$745,142**, resulting from a net income of **$6.7 million** adjusted for a significant non-cash gain of **$8.6 million** from derivative warrant liabilities, leading to a decrease in the cash balance from **$1.7 million** to **$979,212** Cash Flow Summary for the Six Months Ended June 30, 2021 | Metric | Amount | | :--- | :--- | | Net income | $6,744,724 | | Adjustments (Change in fair value of derivative warrant liabilities) | $(8,556,000) | | **Net cash used in operating activities** | **$(745,142)** | | Cash - beginning of the period | $1,724,354 | | **Cash - end of the period** | **$979,212** | [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, and its objective to complete a Business Combination within **24 months**, outlining key accounting policies for derivative warrants and redeemable stock, related party transactions, and a **going concern** uncertainty due to expected acquisition costs - The company is a blank check company formed to effectuate a Business Combination and has not commenced any operations as of **June 30, 2021**[22](index=22&type=chunk)[23](index=23&type=chunk) - The company consummated its Initial Public Offering (IPO) of **23,000,000** units at **$10.00** per unit on **December 28, 2020**, generating gross proceeds of **$230.0 million**[24](index=24&type=chunk) - The company has until **December 28, 2022** (**24 months** from IPO closing) to complete a Business Combination, or it will be required to liquidate and return funds from the Trust Account to public stockholders[34](index=34&type=chunk) - Management has identified conditions that raise **substantial doubt** about the Company's ability to continue as a **going concern** within one year, as it expects to incur significant costs in pursuit of its acquisition plans[39](index=39&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no operating revenue, where net income is driven by non-cash changes in derivative warrant liabilities, highlighting liquidity concerns and a **going concern** uncertainty due to expected acquisition costs exceeding operating cash, and explaining critical accounting policies for warrants and redeemable stock - The company is a blank check company with the purpose of effecting a business combination and has not generated any operating revenues since inception[114](index=114&type=chunk)[124](index=124&type=chunk) Results of Operations Summary | Period | Net (Loss) Income | Key Drivers | | :--- | :--- | :--- | | **Three months ended June 30, 2021** | $(4.3 million) | $2.9M loss on warrant fair value, $1.4M G&A expenses | | **Six months ended June 30, 2021** | $6.7 million | $8.6M gain on warrant fair value, offset by $1.7M G&A expenses | - A **substantial doubt** about the company's ability to continue as a **going concern** is raised due to expected significant costs in pursuit of a business combination, with accrued expenses being greater than the cash balance in the operating account[122](index=122&type=chunk) - Critical accounting policies include classifying public and private warrants as derivative liabilities measured at fair value each period, and classifying Class A common stock subject to redemption as temporary equity[132](index=132&type=chunk)[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports minimal market or interest rate risk, as proceeds from its Initial Public Offering are conservatively invested in short-term U.S. government securities or money market funds, and it has not engaged in any hedging activities - The company's market risk is considered minimal as funds in the Trust Account are invested in short-term U.S. government securities or money market funds holding such securities[141](index=141&type=chunk) - The company has not engaged in any hedging activities since its inception and does not plan to do so[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **ineffective** as of **June 30, 2021**, due to a previously disclosed **material weakness** in internal control over financial reporting, despite believing the financial statements are fairly presented, and has implemented remediation steps including an improved review process for complex securities - Disclosure controls and procedures were concluded to be **ineffective** as of **June 30, 2021**, due to a **material weakness** in internal control over financial reporting[143](index=143&type=chunk) - Management has implemented remediation steps, such as improving the review process for complex securities, and plans to further enhance this process by consulting with third-party professionals and considering additional experienced staff[145](index=145&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional disclosures including legal proceedings, risk factors, equity sales, defaults, mine safety, and a list of exhibits [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently aware of any legal proceedings or claims that would have a material adverse effect on its business, financial condition, or results of operations - As of the filing date, the company is not a party to any material legal proceedings[148](index=148&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to its risk factors from those disclosed in its previously filed Annual Report on Form 10-K for the fiscal year ended **December 31, 2020** - No material changes in risk factors have occurred since the company's Annual Report on Form 10-K filed on **May 28, 2021**[149](index=149&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section indicates that there were no unregistered sales of equity securities or changes in the use of proceeds from registered securities during the reporting period - The company reported no unregistered sales of equity securities[150](index=150&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports that there have been no defaults upon senior securities - The company reported no defaults upon senior securities[150](index=150&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Mine safety disclosures are not applicable to the company's business[151](index=151&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reports that there is no other information to disclose for the period - The company reported no other information[152](index=152&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include officer certifications as required by the Sarbanes-Oxley Act (Sections 302 and 906) and Inline XBRL financial data files - Exhibits filed include Certifications of the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents[153](index=153&type=chunk)

[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 ...