Banzai International: securities offering (amended)

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Registration No. 333-

As filed with the Securities and Exchange Commission on December 28, 2023 February 5, 2024

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REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

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Tel: ( 206 ) 414-1777

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Banzai International, Inc.

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Tel: ( 206 ) 414-1777

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒ register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed to register additional securities for an offering pursuant to Rule 462(d) 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 under the Securities Exchange Act of 1934:

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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 7(a)(2)(B) of the Securities Act. ☐

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The information in this preliminary prospectus is not complete and may be changed.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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SUBJECT TO COMPLETION—DATED DECEMBER 28, 2023 FEBRUARY 5, 2024

Up to 18,654,524 24,274,995 Shares of Class A Common Stock

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October 10, 2022, issued by Banzai Operating Co LLC (f/k/a Banzai International, Inc.), a Delaware corporation (“Legacy Banzai”), to CP BF Lending LLC (“CP BF”). We will receive the proceeds from any exercise of any Warrants for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the

“Selling Securityholders”) of up to 18,654,524 shares of Class A Common Stock (including (i) up to 828,533 shares of Class A Common Stock that may be issued upon exercise of the warrant (the “GEM Warrant” and, together with the Public Warrants, the “Warrants”) originally issued in a private placement to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) in connection with closing of the Business Combination (as defined below), (ii) up to 2,000,000 shares of Class A Common Stock that may be issued upon conversion of the convertible debenture to be issued in a private placement to GEM pursuant to that certain binding term sheet (the “GEM

Term Sheet”) dated as of December 13, 2023 between Legacy Banzai and GEM (the “GEM Convertible Debenture”), (iii) up to 582,923 shares of Class A Common Stock that may be issued upon conversion of the Senior Convertible

Notes, (iv) up to 613,688 shares of Class A Common Stock that may be issued upon conversion of those certain unsecured convertible promissory notes (the “7GC Promissory Notes”), dated December 21, 2022 and October 3,

2023, issued by 7GC to 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”), (v) up to 3,020,496 shares of Class A Common Stock that may be issued upon conversion of those certain convertible promissory notes (each, a “Yorkville Promissory Note” and, collectively the “Yorkville Promissory Notes” and, together with the Senior Convertible Notes and the 7GC Promissory Notes, the “Notes”) issued in a private placement by the Company to YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), and (vi) 1,113,927 shares of Class A Common Stock (the “Cantor Fee Shares”)

that are issuable to Cantor Fitzgerald & Co. “Cantor” or “CF&CO” pursuant to a fee reduction agreement, dated November 8, 2023, by and between 7GC and Cantor, as amended by the amendment to fee reduction agreement, dated December 28, 2023, by and between 7GC and Cantor). We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the securities for resale pursuant to the Selling

We are an “emerging growth company” as defined in Section 2(a) of the

Our Class A Common Stock and Public Warrants are listed on The Nasdaq Global Market and The Nasdaq Capital Market (together,

This prospectus relates to the issuance by us of an aggregate of up to 12,082,923 shares of Class A common stock, $0.0001 par value per share, of Banzai International, Inc. ("Class A Common Stock"), which consists of (i) up to 11,500,000 shares of Class A Common Stock that are issuable upon the exercise of 11,500,000 warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share (the "Public Warrants"), originally issued in the initial public offering ("IPO") of 7GC & Co. Holdings, Inc. ("7GC") by the holders thereof, and (ii) up to 582,923 shares of Class A Common Stock that are issuable upon the conversion of those certain convertible promissory notes (the "Senior Convertible Notes") dated as of February 19, 2021 (the "First Senior Convertible Note") and October 10, 2022 (the "Second Senior Convertible Note"), issued by Banzai Operating Co LLC (f/k/a Banzai International, Inc.), a Delaware corporation ("Legacy Banzai"), to CP BF Lending LLC ("CP BF"), convertible at a conversion price (subject to adjustment) of approximately $4.35 per share. We will receive the proceeds from any exercise of any Warrants for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the "Selling Securityholders") of up to 24,274,995 shares of Class A Common Stock, consisting of (i) 4,173,499 shares of Class A Common Stock acquired by our predecessor's sponsor, 7GC & Co. Holdings LLC, a Delaware limited liability company (the "Sponsor"), at an effective purchase price of $0.0050 per share, (ii) 100,000 shares of Class A Common Stock transferred from the Sponsor to Courtney Robinson, Kent Schofield, Patrick Eggen and Tripp Jones (the "7GC Directors") as consideration for their service as directors of our predecessor, (iii) 825,000 shares of Class A Common Stock issued to Alco Investment Company ("Alco") in satisfaction of certain Subordinated Promissory Notes issued by the Company to Alco on September 13, 2023 (the "Alco September 2023 Promissory Note"), November 2023 (the "Alco November 2023 Promissory Note") and December 13, 2023 (the "New Alco Note" and, together with the Alco September 2023 Promissory Note and the Alco November 2023 Promissory Note, the "Alco Notes") and as consideration pursuant to certain share transfer agreements (collectively, the "Share Transfer Agreements"), dated October 3, 2023, November 16, 2023 and December 13, 2023, by and among Alco, 7GC and Sponsor, (iv) 1,113,927 shares of Class A Common Stock issued to Cantor Fitzgerald & Co. ("Cantor" or "CF&CO") pursuant to a fee reduction agreement, dated November 8, 2023, by and between 7GC and Cantor, as amended by the amendment to fee reduction agreement, dated December 28, 2023 (as amended, the "Fee Reduction Agreement"), at an effective purchase price of $3.5909 per share, (v) 105,000 shares of Class A Common Stock transferred from the Sponsor to J.V.B. Financial Group, LLC acting through its Cohen & Company Capital Markets Division ("Cohen") as consideration for a partial fee waiver by Cohen for advisory services provided in connection with the Business Combination (as defined below) pursuant to an engagement letter, dated June 14, 2023, as amended by an amendment to such engagement letter, dated December 12, 2023, and a second amendment, dated December 27, 2023 (as amended, the "Cohen Engagement Letter"), (vi) 396,501 shares of Class A Common Stock issued to various Selling Securityholders as consideration for their entry into certain non-redemption agreements (the "Non-Redemption Agreements") pursuant to which such Selling Securityholders agreed not to request redemption or to reverse any previously submitted redemption demand in connection with the Business Combination, (vii) 50,000 shares of Class A Common Stock transferred from the Sponsor to Seaport Global Securities LLC ("Seaport") as consideration for advisory services provided in connection with the Business Combination pursuant to an engagement letter, dated November 30, 2023 (the "Seaport Engagement Letter"), (viii) 4,396,585 shares of Class A Common Stock issued in connection with the Business Combination to certain holders of Legacy Banzai Class A Common Stock (as defined below), at an effective purchase price of $6.15 per share, (ix) 890,611 shares of Class A Common Stock issued upon conversion of those certain unsecured convertible promissory notes (the "7GC Promissory Notes"), dated December 21, 2022 and October 3, 2023, issued by 7GC to the Sponsor, at a conversion price of approximately $2.86 per share, (x) 175,000 shares of Class A Common Stock (the "Roth Shares") issued to Roth Capital Partners, LLC ("Roth") as consideration for advisory services provided in connection with the Business Combination pursuant to an engagement letter (the "Roth Engagement Letter"), dated October 13, 2022, by and between Legacy Banzai and Roth, and an engagement letter (the "MKM Engagement Letter"), dated October 14, 2022, by and between 7GC and MKM Partners, LLC ("MKM"), which was subsequently acquired by Roth, both such letters as amended and superseded by that certain addendum to letter agreements (the "Roth Addendum" and, together with the Roth Engagement Letter and the MKM Engagement Letter, the "Roth Agreements"), effective as of February 2, 2024, by and between the Company and Roth, (xi) 2,311,134 shares of Class A Common Stock underlying the 2,311,134 shares of Class B Common Stock held by Joseph Davy issued in connection with the Business Combination to holders of Legacy Banzai Class B Common Stock (as defined below) at an effective purchase price of $6.15 per share, (xii) up to 582,923 shares of Class A Common Stock that may be issued upon conversion of the Senior Convertible Notes, convertible at a conversion price equal to approximately $4.35 per share, (xiii) up to 828,533 shares of Class A Common Stock that may be issued upon exercise of the warrant (the "GEM Warrant" and, together with the Public Warrants, the "Warrants") originally issued in a private placement to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, "GEM") in connection with closing of the Business Combination, exercisable at an exercise price of $6.49 per share, which expires on December 15, 2026, (xiv) 2,000,000 shares of Class A Common Stock that may be issued upon conversion of that certain promissory note (the "GEM Promissory Note" and, collectively, with the Senior Convertible Notes and the Yorkville Promissory Notes (as detailed below), the "Notes"), dated February 5, 2024, issued in a private placement by the Company to GEM pursuant to the terms of that certain settlement agreement (the "GEM Settlement Agreement"), dated February 5, 2023, by and between the Company and GEM and convertible in part upon nonpayment of and in lieu of the monthly installment payment to be paid by the Company to GEM, at a conversion price equal to the VWAP (as defined below) of the trading day immediately preceding the applicable monthly payment due date (which, as of February 1, 2024, was $1.6069 per share), (xv) up to 5,726,282 shares of Class A Common Stock issuable pursuant to Advances (as defined below) under that certain standby equity purchase agreement (the "Original SEPA"), dated December 14, 2023, by and among Legacy Banzai, 7GC and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP ("Yorkville"), as amended by that certain supplemental agreement (the "SEPA Supplemental Agreement" and, together with the Original SEPA, the "SEPA"), dated February 5, 2024, and (xvi) 600,000 shares of Class A Common Stock that may become issuable pursuant to the Roth Addendum. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholders is set forth in this prospectus under the heading " Information Related to Offered Securities " and " Description of Securities ."

We will not receive any proceeds from the sale of the shares of Class A Common Stock by the Selling Securityholders. We could receive up to an aggregate of approximately $137.6 million if all of the Warrants held by the Selling Securityholders are exercised for cash. However, we will only receive such proceeds if and when the holders of the Warrants exercise the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any their exercise, are highly dependent on the price of any our shares of Class A Common Stock and the spread between the exercise price of the Warrants and the price of our Class A Common Stock at the time of exercise. We have outstanding (i) 11,500,000 Public Warrants to purchase 11,500,000 shares of our Class A Common Stock, exercisable at an exercise price of $11.50 per share, and (ii) the GEM Warrant to purchase 828,533 shares of our Class A Common Stock, exercisable at an exercise price of $6.49 per share. If the market price of our Class A Common Stock is less than the exercise price of a holder's Warrants, it is unlikely that holders will exercise their Warrants. As of February 1, 2024, the closing price of our Class A Common Stock was $1.58 per share. There can be no assurance that our Warrants will be in the money prior to their expiration. Our Public Warrants under certain conditions, as described in the Warrant Agreement (as defined below), are redeemable by us at a price of $0.01 per Public Warrant. The GEM Warrant is not redeemable and is exercisable on a cash or cashless basis; if the GEM Warrant is exercised on a "cashless basis," whether or not the GEM Warrant is in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.

We are registering the securities for resale pursuant to the Selling Securityholders' registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares in the section entitled "Plan of Distribution."

We are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Sales of a substantial number of shares of Class A Common Stock in the public market, including the resale of the shares of Class A Common Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Shares of Class A Common Stock held by certain of our stockholders, including the Sponsor, were purchased at an effective price lower than the current market price of our Class A Common Stock. Accordingly, such stockholders could sell their securities at a per-share price that is less than the purchase price other stockholders paid and still realize a significant profit from the sale of those securities that could not be realized by our other stockholders. Furthermore, we expect that, because there is a large number of shares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Securityholders will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

Our Class A Common Stock and Public Warrants are listed on The Nasdaq Global Market and The Nasdaq Capital Market (together, "Nasdaq") under the symbols "BNZI" and "BNZIW," respectively. On December 27, 2023, February 1, 2024, the closing price of our Class A Common Stock was $2.17 $1.58 and the closing price for our Public Warrants was $0.04. $0.0874.

See the section entitled " Risk Factors " beginning on page 12 19 of this prospectus to read about factors you should consider before buying our securities.

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The date of this prospectus is , 2023. 2024.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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About this prospectus 3 changes

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Class A Common Stock issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of shares of Class A Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any their exercise, are highly dependent on the price of any our shares of Class A Common Stock and the spread between the exercise price of the Warrants and the price of our Class A Common Stock at the time of exercise. If the market price of our Class A Common Stock is less than the exercise price of a holder's Warrants, it is unlikely that holders will exercise their Warrants. There can be no assurance that our Warrants will be in the money prior to their expiration. Our Public Warrants under certain conditions, as described in the warrant agreement, are redeemable by us at a price of $0.01 per Public Warrant. The GEM Warrant is not redeemable and is exercisable on a cash or cashless basis; if the GEM Warrant is exercised on a "cashless basis," whether or not the GEM Warrant is in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.

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We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled "Where You Can Find More Information."

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.” On December 14, 2023 (the "Closing Date"), 7GC, our predecessor company, consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the "Original Merger Agreement"), by and among 7GC, Banzai International, Inc. ("Legacy Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC ("Second Merger Sub"), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023 (the "Merger Agreement Amendment" and, together with the Original Merger Agreement, the "Merger Agreement"), by and between 7GC and Legacy Banzai. Pursuant to the terms of the Merger Agreement, a business combination between 7GC and Legacy Banzai was effected through (a) the merger of First Merger Sub with and into Legacy Banzai, with Legacy Banzai surviving as a wholly-owned subsidiary of 7GC (Legacy Banzai, in its capacity as the surviving corporation of the merger, the "Surviving Corporation") (the "First Merger") and (b) the subsequent merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC (the "Second Merger" and, together with the First Merger, the "Mergers" and, collectively with the other transactions described in the Merger Agreement, the "Business Combination"). On the Closing Date, and in connection with the closing of the Business Combination (the "Closing"), 7GC changed its name to Banzai International, Inc. Unless the context indicates otherwise, references in this prospectus to the "Company," "Banzai," "we," "us," "our" and similar terms refer to Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and its consolidated subsidiaries (including Legacy Banzai). References to "7GC" refer to our predecessor company prior to the consummation of the Business Combination.

Forward-looking statements 88 changes

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the impact of geopolitical, macroeconomic and market conditions, including the COVID-19 pandemic;

the impact of geopolitical, macroeconomic and market conditions, including the the ability to successfully select, execute or integrate future acquisitions into the business; and iii other risks and uncertainties set forth in this prospectus in the section entitled "Risk Factors" beginning on page 12. 19.

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Immediately prior to the First Effective Time, each

We were originally known as 7GC & Co. Holdings Inc. On December 14, 2023, 7GC consummated the Business Combination with Legacy Banzai pursuant to the Merger Agreement. In connection with the Closing of the Business Combination, 7GC changed its name to Banzai International, Inc. Legacy Banzai was deemed to be the accounting acquirer in the Mergers based on an analysis of the criteria outlined in Accounting Standards Codification 805. While 7GC was the legal acquirer in the Merger, Mergers, because Legacy Banzai was deemed the accounting acquirer, the historical financial statements of Legacy Banzai became the historical financial statements of the combined company upon the consummation of the Mergers.

Immediately prior to the First Effective Time, each share of Legacy Banzai Series A preferred stock, par value $0.0001 (the "Legacy Banzai Preferred Stock"), that was issued and outstanding was automatically converted into one share of Legacy Banzai Class A Common Stock, par value $0.0001 (the "Legacy Banzai Class A Common Stock") in accordance with the Amended and Restated Certificate of Incorporation of Legacy Banzai, such that each converted share of Legacy Banzai Preferred Stock was no longer outstanding and ceased to exist, and each holder of shares of Legacy Banzai Preferred Stock thereafter ceased to have any rights with respect to such securities.

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Material Agreements in Connection with

the IPO and Business Combination

Cohen Engagement Letter

Material Agreements in Connection with the IPO and Business Combination Cohen Engagement Letter On June 14, 2023 7GC entered into an engagement letter, (as amended by an amendment to such engagement letter, dated on December 12, 2023 and a second amendment, dated December 27, 2023), (as amended, 7GC entered into the Cohen Engagement Letter. with J.V.B Financial Group, LLC acting through its Cohen & Company Capital Markets Division (“Cohen”). Pursuant to the Cohen Engagement Letter, Cohen would agreed to act as 7GC's capital markets advisor in connection with seeking extension of the date by which 7GC was required to consummate its initial business combination and in connection with an initial business combination with an unaffiliated third party, as well as to act as placement agent, on a non-exclusive basis, in connection with any private placement of equity, convertible and/or debt securities or other capital or debt raising transaction in connection with an initial business combination, in exchange for the right to receive (x) an advisory fee of approximately 105,000 shares of Class A Common Stock following the Closing, and (y) a transaction fee in an aggregate amount equal to $207,000. On December 27, 2023, Cohen received 105,000 shares of Class A Common Stock pursuant to the terms of the Cohen Engagement Letter.

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On June 22, 2023, 7GC and the Sponsor entered into certain non-redemption agreements the Non-Redemption Agreements with certain unaffiliated third parties party stockholders of 7GC in exchange for such parties agreeing either not to request redemption, or to reverse any previously submitted redemption demand, with respect to an aggregate of 396,501 shares of 7GC's Class A common stock, par value $0.0001 ("7GC Class A Common Stock"), sold in the IPO in connection with a special meeting called by 7GC to, among other things, approve an amendment to 7GC's amended and restated certificate of incorporation (the "Extension Amendment") to extend the date by which the Company was required to (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of the 7GC Class A Common Stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023 (the "Extension"). In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the Closing, (i) the Sponsor surrendered and forfeited to 7GC for no consideration an aggregate of 396,501 shares of 7GC Class B common stock, par value $0.0001 ("7GC Class B Common Stock and, together with 7GC Class A Common Stock, the "7GC Common Stock") and (ii) the Company issued to such parties 396,501 shares of Class A Common Stock.

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Additionally, Yorkville advanced to the Company, in exchange for the Yorkville Promissory Notes, the Pre-Paid Advance, $2.0 million of which was funded at the Closing in exchange for the issuance by the Company of a Yorkville Promissory Note (the “First Promissory Note”) and $1.5 million of which (the “Second Tranche”) will be funded upon the effectiveness of a Resale Registration Statement; provided that if at the time of the initial filing of such registration statement, shares issuable under the maximum number of Common Stock issued or issuable pursuant to any transaction or series of transactions contemplated under the SEPA (the “Exchange Cap”) multiplied by the closing price on the day prior to such filing is less than $7.0 million (i.e., 2x coverage of the Pre-Paid Advance), the Second Tranche will be further conditioned upon the Company obtaining stockholder approval to exceed the Exchange Cap. The First Promissory Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Also on December 14, 2023, in connection

On August 4, 2023, 7GC, the Sponsor and Legacy Banzai entered into a Sponsor Forfeiture Agreement (the "Sponsor Forfeiture Agreement"), pursuant to which, contingent upon Closing, the Sponsor agreed to forfeit all 7,350,000 of its private placement warrants to purchase shares of 7GC Class A Common Stock, exercisable at $11.50 per share (the "Forfeited Private Placement Warrants"), acquired by the Sponsor in December 2020 in connection with the IPO. At the Closing, the Forfeited Private Placement Warrants were transferred from the Sponsor to 7GC for cancellation in exchange for no consideration, and 7GC retired and cancelled all of the Forfeited Private Placement Warrants.

On December 14, 2023, the Company entered into a standby equity purchase agreement the Original SEPA with Legacy Banzai and Yorkville. Pursuant to the Original SEPA, subject to certain conditions, the Company has the option, but not the obligation, to sell to Yorkville, and Yorkville must subscribe for, an aggregate amount of up to $100 million of Class A Common Stock, at the Company's request (each such request, an "Advance Notice," and each issuance and sale of shares of Class A Common Stock pursuant to an Advance Notice, an "Advance") any time during the commitment period commencing terminating on the date following (x) repayment 36-month anniversary of an aggregate principal the Original SEPA; provided that any Advance Notice may only be made if (x) no amount of up to $3.5 million remains outstanding on the “Pre-Paid Advance”)and Yorkville Promissory Notes (as defined below), (y) effectiveness of a resale there is an effective registration statement (any such registration statement(s), statement, a "Resale Registration Statement") filed with the SEC for the resale under the Securities Act of 1933, as amended (the "Securities Act"), by Yorkville of the shares of Class A Common Stock to be issued pursuant to such Advance Notice, and (z) other customary conditions precedent. Additionally, at any time during the commitment period, provided there is a balance remaining outstanding under a Yorkville Promissory Note, Yorkville may deliver a notice to the Company (each such notice, an "Investor Notice"), causing an Advance Notice to be deemed delivered to Yorkville, subject to certain conditions. The price at which we may issue and sell shares pursuant to an Advance under the SEPA (excluding may be at either (a) 95% of the 300,000 average VWAP of the Class A Common Stock issued pursuant to for the SEPA period commencing on the receipt of the Advance Notice by Yorkville Closing Shares”)) and terminating ending on 4:00 p.m. Eastern Time on the 36-month anniversary applicable date of the SEPA. Advance Notice ("Pricing Option 1") or (b) 96% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days commencing on the date of the Advance Notice to Yorkville ("Pricing Option 2"), provided that we are subject to certain caps on the amount of shares of Class A Common Stock that we may sell pursuant to any Advance.

In connection with the execution of the Original SEPA, the Company paid a structuring fee (in cash) to Yorkville in the amount of $35,000. Additionally, (a) Legacy Banzai issued to Yorkville immediately prior to the Closing such number of shares of Legacy Banzai Class A Common Stock such that upon the Closing, Yorkville received 300,000 shares of Class A Common Stock (the "Yorkville Closing Shares") as a holder of Legacy Banzai Class A Common Stock, and (b) the Company agreed to pay a commitment fee of $500,000 to Yorkville at the earlier of (i) March 14, 2024 or (ii) the termination of the SEPA, which will be payable, at the option of the Company, in cash or Class A Common Stock through an Advance.

Additionally, Yorkville agreed to advance to the Company the principal amount of $3.5 million, which was subsequently increased pursuant to the SEPA Supplemental Agreement by $1.0 million to an aggregate principal amount of $4.5 million (the "Pre-Paid Advance"). The Pre-Paid Advance is evidenced by promissory notes convertible into shares of Class A Common Stock (each, a "Yorkville Promissory Note"). The first payment of the Pre-Paid Advance in a principal amount of $2.0 million (less a 10% discount) was advanced at the Closing and was evidenced by the issuance by the Company on December 14, 2023 of a Yorkville Promissory Note having a principal amount of $2.0 million, the second payment of the Pre-Paid Advance of $1.0 million (less a 10% discount) is being advanced on the date of filing of this amendment to the registration statement of which this prospectus forms a part and is evidenced by the issuance by the Company on February 5, 2024 of a Second Yorkville Promissory Note having a principal amount of $1.0 million and the third payment of the Pre-Paid Advance of $1.5 million (less a 10% discount) will be funded upon effectiveness of the registration statement of which this prospectus forms a part; provided that such third payment will be further conditioned upon the Company obtaining stockholder approval of the Company's issuance of shares in excess of 19.99% of the aggregate number of shares of Class A Common Stock issued and outstanding as of the Closing. The outstanding Yorkville Promissory Notes were each issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and are convertible at a conversion price equal to the lower of (i) $2.0766 per share or (ii) 90% of the lowest daily VWAP during the ten consecutive trading days immediately preceding the conversion date (but no lower than the "floor price" then in effect, which shall be the lower of (x) $2.00 per share or (y) 20% of the VWAP of the Class A Common Stock immediately prior to effectiveness of this registration statement, subject to adjustment in accordance with the terms contained in the Yorkville Promissory Notes.

Also on December 14, 2023, in connection with the Original SEPA, the Company entered into a registration rights agreement with Yorkville, subsequently amended by the SEPA Supplemental Agreement (as amended, the "Yorkville Registration Rights Agreement"), pursuant to which the Company shall agreed to file within 21 days following the Closing, a Resale Registration Statement with the SEC for the resale under the Securities Act by Yorkville of the an amount of shares of Class A Common Stock issued under that is at least such number as is equal to the SEPA pursuant quotient of $4.5 million divided by the lowest VWAP over the ten trading days prior to an Advance requested the filing of this first amendment to be included in such the initial Resale Registration Statement (which, as of February 1, 2024, was $1.57, multiplied by two. The Company agreed to use commercially reasonable efforts to have such Resale Registration Statement declared effective within 60 days of such the initial filing thereof and to maintain the effectiveness of such Resale Registration Statement. The Company shall not have the ability to request any Advances until such Resale Registration Statement is declared effective by the SEC.

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On December 13, 2023, in

GEM Agreement, GEM Term Sheet and GEM Letter

In connection with the Business Combination, Legacy Banzai issued certain Subordinated Promissory Notes to Alco Investment Company (“Alco”) on September 13, 2023 the Alco September 2023 Promissory Note and in November 2023 the Alco November 2023 Promissory Note and entered into certain share transfer agreements (the "Prior Transfer Agreements"), dated October 3, 2023 and November 16, 2023, with Alco, 7GC and Sponsor, pursuant to which the parties agreed, concurrently with and contingent upon the Closing, that the Sponsor would forfeit 150,000 and 75,000 shares respectively, of 7GC Class B Common Stock and the Company would issue to Alco 150,000 and 75,000 shares of Class A Common Stock.

On December 13, 2023, in connection with the Business Combination, 7GC and the Sponsor entered into a share transfer agreement (the "December Share Transfer Agreement") and together with Prior Transfer Agreements, the “Share Transfer Agreements’) with Alco, pursuant to which for each $10.00 in principal borrowed under the New Alco Note, (as defined below), the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. Alco is subject to a 180-day lock-up period with respect to the Class A Common Stock issued pursuant to the Share Transfer Agreements, subject to customary exceptions. Additionally, in connection with the December Share Transfer Agreement, (a) Legacy Banzai issued a new subordinated promissory note the New Alco Note to Alco in the aggregate principal amount of $2.0 million, which bears interest at a rate of 8% per annum and will be due and payable on December 31, 2024, and (b) Legacy Banzai, Alco, and CP BF Lending, LLC agreed to amend that certain Subordinated Promissory Note issued by Legacy Banzai to Alco on September 13, 2023 in the aggregate principal amount of $1.5 million to extend the maturity date from January 10, 2024 to September 30, 2024 (the "Alco Note Amendment"). Immediately prior to, and substantially concurrently with, the Closing, (i) the Sponsor surrendered and forfeited to 7GC for no consideration an aggregate of 825,000 shares of 7GC Class B Common Stock and (ii) the Company issued to Alco 825,000 shares of Class A Common Stock pursuant to the Share Transfer Agreements.

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On December 13, 2023, Legacy Banzai and GEM entered into that certain binding term sheet (the "GEM Term Sheet") and, on December 14, 2023, Legacy Banzai and GEM entered into a letter agreement (the "GEM Letter"), agreeing to terminate in its entirety the GEM Agreement by and between Legacy Banzai and GEM, other than with respect to the Company's obligation (as the post-combination company in the Business Combination) to issue to GEM a warrant (the "GEM Warrant") granting the right to purchase Class A Common Stock in an amount equal to 3% of the total number of equity interests outstanding as of the Closing, calculated on a fully diluted basis, at an exercise price on the terms and conditions set forth therein, in exchange for issuance of a $2.0 million convertible debenture with a five-year maturity and 0% coupon, with the documentation of such debenture to be agreed upon and finalized promptly following the Closing.

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On February 5, 2024, the Company and GEM entered into the GEM Settlement Agreement, pursuant to which the Company and GEM agreed to settle the Company's obligations under the GEM Term Sheet to issue the convertible debenture by substituting a cash payment of $1.2 million and issuance of the GEM Promissory Note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024 with the final payment to be made on December 1, 2024. The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, such monthly payment amount shall convert into the right of GEM to receive, and obligation of the Company to issue, an amount of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the trading day immediately preceding the applicable payment due date, and requires that the Company include 2,000,000 shares of Class A Common Stock in this registration statement for resale by GEM in the event issued to GEM pursuant to the GEM Promissory Note. The number of shares issuable upon conversion of the GEM Promissory Note may be less or more than 2,000,000, depending on the stock price of Class A Common Stock on the applicable calculation date.

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Our Class A Common Stock

On December 12, 2023, in connection with the Business Combination, the Sponsor came to a non-binding agreement with 7GC to amend the optional conversion provision of that certain (i) unsecured promissory note, dated as of December 21, 2022 (the "7GC 2022 Promissory Note"), issued by 7GC to the Sponsor, pursuant to which 7GC may borrow up to $2,300,000 from the Sponsor, and (ii) unsecured promissory note, dated as of October 3, 2023 (the "7GC 2023 Promissory Note"), and, together with the 7GC 2022 Promissory Note, the “7GC Promissory Notes”), issued by 7GC to the Sponsor, pursuant to which 7GC may borrow up to $500,000 from the Sponsor, to provide that 7GC the Sponsor has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the Closing at a conversion price equal to the average daily volume weighted average price VWAP of the Class A Common Stock for the 30 trading days following the Closing. On February 2, 2024, the Company issued 890,611 shares of Class A Common Stock to the Sponsor pursuant to conversion of the full amount of the principal balance of the 7GC Promissory Notes.

Senior Convertible Notes

On February 19, 2021, Legacy Banzai issued the First Senior Convertible Note in an aggregate principal amount of $1,500,000 to CP BF in connection with the Loan Agreement. On October 10, 2022, the Loan Agreement was amended, whereby CP BF waived payment by Banzai of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for the Second Senior Convertible Note in an aggregate principal amount of $321,345. On August 24, 2023, Legacy Banzai and CP BF entered into the Forbearance Agreement, in connection with which they agreed to amend and restate the Senior Convertible Notes so that they would not convert at the Closing of the Business Combination as a "Change of Control."

After Closing, the Senior Convertible Notes became convertible, at CP BF's option on 5 days' written notice to the Company, into shares of Class A Common Stock. The Senior Convertible Notes provide that, at all times after a SPAC Transaction (as defined in the Senior Convertible Notes), the conversion price for any such conversion is approximately $4.35 per share (subject to adjustment as set forth therein).

Seaport Fee Agreement

On November 30, 2023, Seaport and 7GC entered into the Seaport Engagement Letter, pursuant to which Seaport agreed to provide 7GC with certain advisory services in connection with the Business Combination, in exchange for the receipt of 50,000 shares of Class A Common Stock at the Closing. On February 2, 2024, the Sponsor transferred 50,000 shares of Class A Common Stock to Seaport, satisfying the amount of shares to be received by Seaport in accordance with the Seaport Engagement Letter.

Cantor Fee Agreement

On November 8, 2023, Cantor and 7GC entered into the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable ("Original Deferred Fee"), with the remaining $4,000,000 payable by 7GC to Cantor (the "Reduced Deferred Fee") following the Closing of the Business Combination. Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee was payable in the form of the Cantor Fee Shares, calculated as a number of shares of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of filing of this resale registration statement on Form S-1, as reported by Bloomberg through its "AQR" function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction). 7GC and Cantor amended the Fee Reduction Agreement on December 28, 2023 to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 shares of Class A Common Stock and to provide that Cantor is subject to a 12-month lock-up with respect to the Cantor Fee Shares. On December 28, 2023, the Company issued the Cantor Fee Shares to Cantor, covering the Reduced Deferred Fee in accordance with the Fee Reduction Agreement. Pursuant to the Fee Reduction Agreement, the Company also agreed to use its reasonable best efforts to have the registration statement of which this prospectus forms a part declared effective by the SEC by the 120th calendar day after December 29, 2023, the date of the initial filing thereof, and to maintain the effectiveness of such registration statement until the earliest to occur of (i) the second anniversary of the date of the effectiveness thereof, (ii) the Cantor Fee Shares shall have been sold, transferred, disposed of or exchanged by Cantor, and (iii) the Cantor Fee Shares issued to Cantor may be sold without registration pursuant to Rule 144 under the Securities Act (such obligations, the "Cantor Registration Rights Obligations").

On October 13, 2022, Roth and Legacy Banzai entered into the Roth Engagement Letter, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Business Combination and, on October 14, 2022, MKM and 7GC entered into the MKM Engagement Letter, pursuant to which 7GC engaged MKM as a financial advisor in connection with the Business Combination. In February 2023, Roth acquired MKM. Pursuant to the Roth Addendum with Roth, effective as of February 2, 2024, the Company and Roth agreed that, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses owed under the Roth Engagement Letter and the MKM Engagement Letter (collectively, the "Roth Fee"), the Company shall (i) issue to Roth the Roth Shares and include such Roth Shares in this registration statement and (ii) on or before June 30, 2024, pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company's cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the "Additional Roth Shares"). Additionally, pursuant to the Roth Addendum, the Company is required to include another 600,000 shares of Class A Common Stock (in addition to the Roth Shares) in the registration statement of which this prospectus forms a part to cover any such issuances of Additional Roth Shares (which may be more or less than 600,000) that may occur pursuant to the Roth Addendum. On February 2, 2024, the Company issued the Roth Shares to Roth.

Our Class A Common Stock and Public Warrants are currently listed on Nasdaq under the symbols "BNZI" and "BNZIW," respectively.

The rights of holders of our Class A Common Stock and Public Warrants are governed by our second amended and restated certificate of incorporation (the "Charter"), our second amended and restated bylaws (the "Bylaws") and the Delaware General Corporation Law (the "DGCL"), and, in the case of the Public Warrants, the Warrant Agreement, dated December 22, 2020 (the "Warrant Agreement"), between 7GC and the Continental Stock Transfer & Trust Company, as the warrant agent. See the sections entitled "Description of our Securities" and "Certain Relationships and Related Party Transactions." Risks Associated with Our Business Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled “Risk Factors,” immediately following this prospectus summary. These risks include the following, among others:

Risks Associated with Our Business

Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled "Risk Factors," immediately following this prospectus summary. These risks include the following, among others:

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Issuances of shares of Class A Common Stock pursuant to any Advances under the SEPA, exercise of the GEM Warrant and conversion of any amounts under the Notes would result in substantial dilution of our stockholders and may have a negative impact on the market price of our Class A Common Stock.

Issuances of The Cantor Fee Shares under the Fee Reduction Agreement and shares of Class A Common Stock issuable pursuant to any Advances under the SEPA, the GEM Warrant, the GEM Convertible Debentures and upon conversion of the Notes will result in dilution of our stockholders and could have a negative impact on the market price of our Common Stock • The Public Warrants may never be in the money and they may expire worthless and therefore we may not receive cash proceeds from the exercise of the Warrants. The terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

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If certain holders of the Class A Common Stock sell a significant portion of their securities, it may negatively impact the market price of the shares of the Class A Common Stock and such holders still may receive significant proceeds.

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Issuance of Class A Common Stock

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Exercise Price of Public Warrants

$11.50 per share, subject to adjustment as described herein.

We will receive up to an aggregate of approximately $132.3 million from the exercise of the Public Warrants, assuming the exercise in full of all of the Public Warrants for cash. We expect to use the net proceeds from the exercise of the Public Warrants for general corporate purposes. See the section entitled “Use of Proceeds.” Resale of Class A Common Stock Shares of Class A Common Stock Offered by the Selling Securityholders 18,654,524 shares of Class A Common Stock (including up to 828,533 shares of Class A Common Stock that may be issued upon exercise of the GEM Warrant, 2,000,000 shares of Class A Common Stock that may be issued upon conversion of the GEM Convertible Debenture, 4,217,107 shares of Class A Common Stock that may be issued conversion of the Notes, and 1,113,927 shares of Class A Common Stock that are being issued as Cantor Fee Shares).

We will not receive any proceeds from the sale of Shares of Class A Common Stock Offered by the Selling Securityholders

24,274,995 shares of Class A Common Stock (including up to 828,533 shares of Class A Common Stock that may be issued upon exercise of the GEM Warrant, 2,000,000 shares of Class A Common Stock that may be issued pursuant to the GEM Promissory Note, 582,923 shares of Class A Common Stock that may be issued pursuant to conversion of the Senior Convertible Notes, 5,726,282 shares of Class A Common Stock that may be issued pursuant to Advances under the SEPA, and 600,000 shares of Class A Common Stock that may become issuable as Additional Roth Shares pursuant to the Roth Addendum).

Shares of Class A Common Stock Outstanding Prior to Exercise of All Public Warrants, 12,594,195 Issuances Pursuant to the SEPA and the Roth Addendum, and the Conversion of All Notes 14,673,733 shares (as of December 27, 2023). February 2, 2024).

Shares of Class A Common Stock Outstanding Assuming Exercise of All Public Warrants 24,094,195 26,173,733 shares (based on total shares outstanding as of December 27, 2023). February 2, 2024).

Shares of Class A Common Stock Outstanding Assuming Exercise of All Warrants, Issuances Pursuant to the SEPA and the Roth Addendum, and Conversion of All Notes 35,911,471 shares (based on total shares outstanding as of February 2, 2024).

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders. We could receive up to an aggregate of approximately $137.6 million if all of the Warrants held by the Selling Securityholders are exercised for cash. However, we will only receive such proceeds if and when the holders of the Warrants exercise the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any their exercise, are highly dependent on the price of any our shares of Class A Common Stock and the spread between the exercise price of the Warrants and the price of our Class A Common Stock at the time of exercise. We have (i) 11,500,000 outstanding Public Warrants to purchase 11,500,000 shares of our Class A Common Stock, exercisable at an exercise price of $11.50 per share, and (ii) the GEM Warrant to purchase 828,533 shares of our Class A Common Stock, exercisable at an exercise price of $6.49 per share. If the market price of our Class A Common Stock is less than the exercise price of a holder's Warrants, it is unlikely that holders will exercise their Warrants. As of February 1, 2024, the closing price of our Class A Common Stock was $1.58 per share. There can be no assurance that our Warrants will be in the money prior to their expiration. Our Public Warrants under certain conditions, as described in the warrant agreement, are redeemable by us at a price of $0.01 per Public Warrant. The GEM Warrant is not redeemable and is exercisable on a cash or cashless basis; if the GEM Warrant is exercised on a "cashless basis," whether or not the GEM Warrant is in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.

We expect to use the net proceeds we receive from the exercise of the Warrants, if any, for general corporate purposes. See the section entitled "Use of Proceeds."

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INFORMATION RELATED TO OFFERED SECURITIES

This prospectus relates to:

the resale of 4,173,499 shares of Class A Common Stock originally purchased by the Sponsor in a private placement prior to the IPO (collectively, the "Founder Shares"), at an effective purchase price of approximately $0.0050 per share;

the resale of 100,000 shares of Class A Common Stock transferred from the Sponsor to Courtney Robinson, Kent Schofield, Patrick Eggen and Tripp Jones (the "7GC Directors") as consideration for their service as directors of 7GC;

the resale of 825,000 shares of Class A Common Stock issued to Alco in satisfaction of the Alco Notes and as consideration pursuant to certain Share Transfer Agreements;

the resale of 1,113,927 shares of Class A Common Stock issued to Cantor Fitzgerald & Co. ("Cantor") pursuant to the Fee Reduction Agreement to cover the $4,000,000 Reduced Deferred Fee, at an effective purchase price of approximately $3.5909 per share;

the resale of 105,000 shares of Class A Common Stock transferred by the Sponsor to Cohen as consideration for advisory services in connection with the Business Combination;

the resale of 396,501 shares of Class A Common Stock issued to various securityholders as consideration for their agreement not to redeem such shares in connection with the Business Combination;

the resale of 50,000 shares of Class A Common Stock transferred from the Sponsor to Seaport as consideration for advisory services provided in connection with the Business Combination;

the resale of 4,396,585 shares of Class A Common Stock issued in connection with the Business Combination to certain holders of Legacy Banzai Class A Common Stock, at an effective purchase price of approximately $6.15 per share;

the resale of 890,611 shares of Class A Common Stock issued to the Sponsor pursuant to conversion of the 7GC Promissory Notes, at a conversion price of approximately $2.86 per share;

the resale of 175,000 shares of Class A Common Stock issued to Roth as consideration for advisory services provided in connection with the Business Combination pursuant to the Roth Addendum;

the resale of 2,311,134 shares of Class A Common Stock underlying shares of Class B Common Stock, issued in connection with the Business Combination to certain holders of Legacy Banzai Class B Common Stock, at an effective purchase price of approximately $6.15 per share;

the resale of 582,923 shares of Class A Common Stock underlying the Senior Convertible Notes, convertible at a conversion price of approximately $4.35 per share;

the resale of 828,533 shares of Class A Common Stock underlying the GEM Warrant, exercisable at an exercise price of $6.49 per share, which expires on December 15, 2026;

the resale of 2,000,000 shares of Class A Common Stock that may be issued pursuant to the GEM Promissory Note, at a conversion price equal to the VWAP for the trading day immediately preceding the applicable payment due date (which, as of February 1, 2024, was $1.6069 per share);

the resale of up to 5,726,282 shares of Class A Common Stock that may be issuable pursuant to Advances under the SEPA; and the resale of 600,000 shares of Class A Common Stock that may become issuable as Additional Roth Shares pursuant to the Roth Addendum upon the Company's determination that a cash payment payable to Roth in the amount of $300,000 should not be made in cash due to the Company's cash position, at a conversion price equal to the number of Class A Common Stock equal to $300,000 on or before June 30, 2024 divided by the VWAP for the trading day immediately preceding June 30, 2024 (which may be more or less than 600,000).

The price per unit at which the shares of Class A Common Stock were sold in the IPO was $10.00 per share. However, the Founder Shares (of which the Sponsor currently holds 4,173,499) were purchased at an effective price of approximately $0.0050 per share, for an aggregate effective price of $25,000. Accordingly, holders of the Founder Shares could sell their securities at a per-share price that is less than $10.00 and still realize a significant profit from the sale of those securities that could not be realized by our other stockholders. On February 1, 2024, the closing price of our Class A Common Stock was $1.58 per share. Based on this closing price, the Sponsor could sell such 4,173,499 shares for an aggregate price of approximately $6.6 million. As such, holders of our Founder Shares may realize a positive rate of return on the sale of their shares of Class A Common Stock covered by this prospectus based on the current trading price of our Class A Common Stock and the effective purchase price for such shares. However, public securityholders may not experience a similar positive rate of return due to the differences in their purchase price and the current trading price of shares of our Class A Common Stock.

The following table includes information relating to the shares of Class A Common Stock offered hereby, including the purchase price each Selling Securityholder paid for its securities, the potential profit relating to such securities, the date the Warrants are exercisable and the exercise price of the Warrants.

Class A Common Stock transferred from the Sponsor to the 7GC Directors (3) 100,000 — $ 1.58 $ 158,000.00 Class A Common Stock issued to Alco (4) 825,000 — $ 1.58 $ 1,303,500.00 Class A Common Stock issued to Cantor pursuant to the Fee Reduction Agreement (5) 1,113,927 $ 3.59 * * Class A Common Stock issued in connection with the partial waiver by Cohen of its fee for advisory services in connection with the Business Combination (6) 105,000 — $ 1.58 $ 165,900.00 Class A Common Stock issued pursuant to the Non-Redemption Agreements (7) 396,501 — $ 1.58 $ 626,471.58 Class A Common Stock issued as consideration for the advisory services provided by Seaport Global Securities LLC in connection with the Business Combination (8) 50,000 — $ 1.58 $ 79,000.00 Class A Common Stock issued to certain holders of Legacy Banzai Class A Common Stock in connection with the Business Combination (9) 4,396,585 $ 6.15 * * Class A Common Stock underlying Class B Common Stock issued to certain holders of Legacy Banzai Class B Common Stock in connection with the Business Combination (10) 2,311,134 $ 6.15 * * Class A Common Stock issued as consideration for the advisory services provided by Roth and MKM (11) 175,000 — $ 1.58 $ 276,500.00 Class A Common Stock issued to Sponsor upon conversion of the 7GC Promissory Notes (12) 890,611 $ 2.86 * * Class A Common Stock issuable upon conversion of the Senior Convertible Notes (13) 582,923 — $ 1.58 $ 921,018.34 Class A Common Stock issuable upon exercise of the GEM Warrant (14) 828,533 $ 6.49 — * * Class A Common Stock issuable upon conversion of the GEM Promissory Note (15) 2,000,000 — $ 1.58 $ 3,160,000.00 Class A Common Stock issuable pursuant to Advances under the SEPA (16) 5,726,282 — — — Class A Common Stock issuable pursuant to the Roth Addendum (17) 600,000 — $ 1.58 $ 948,000.00 Class A Common Stock issuable upon exercise of the Public Warrants 11,500,000 $ 11.50 — * * * Represents no potential profit per share or total potential profit based on closing price of our Class A Common Stock on February 1, 2024.

"Exercise Price" and "Effective Purchase Price per Share" reflect the effective purchase price per security paid or, in the case of the shares issuable upon exercise of Warrants, to be paid upon such exercise by the purchaser of such securities. "Potential Profit per Share" and "Total Potential Profit" are based on the closing price as of February 1, 2024. The closing prices of our Class A Common Stock and Public Warrants on February 1, 2024 were $1.58 per share and $0.0874 per Public Warrant, respectively.

Consists of 4,173,499 shares of Class A Common Stock held by the Sponsor. The Sponsor originally purchased 5,031,250 shares of 7GC Class B Common Stock on September 18, 2020, at an aggregate purchase price of $25,000 in a private placement prior to the IPO, and the Sponsor later transferred 25,000 shares of 7GC Class B Common Stock to each of the 7GC Directors. In December 2020, 7GC effected a stock dividend of approximately 0.143 shares for each share of 7GC Class B Common Stock, resulting in an aggregate of 5,750,000 shares of 7GC Class B Common Stock issued and outstanding. The 7GC Directors then transferred an aggregate of 14,286 shares of 7GC Class B Common Stock to the Sponsor, resulting in the Sponsor's holding 5,650,000 shares of 7GC Class B Common Stock. The Sponsor forfeited a total of 1,476,501 shares of 7GC Class B Common Stock (including shares forfeited in connection with the transfer of shares of Class A Common Stock to Alco).

Consists of (i) 25,000 shares of Class A Common Stock held by Courtney Robinson, (ii) 25,000 shares of Class A Common Stock held by Kent Schofield, (iii) 25,000 shares of Class A Common Stock held by Patrick Eggen, and (iv) 25,000 shares of Class A Common Stock held by Tripp Jones. The shares of Class A Common Stock were transferred from the Sponsor to the 7GC Directors as consideration for their service as directors of 7GC.

Consists of 825,000 shares of Class A Common Stock issued to Alco in connection with the Share Transfer Agreements on October 3, 2023 (governing the transfer of 150,000 shares of Class A Common Stock from 7GC to Alco), on November 16, 2023 (governing the transfer of 75,000 shares of Class A Common Stock from 7GC to Alco), and on December 13, 2023 (governing the transfer of 600,000 shares of Class A Common Stock from 7GC to Alco).

Consists of 1,113,927 shares of Class A Common Stock issued to Cantor on December 28, 2023 pursuant to the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable, with the remaining Reduced Deferred Fee payable by 7GC to Cantor following the Closing of the Business Combination in the form of 1,113,927 shares of Class A Common Stock (the "Cantor Fee Shares").

Consists of 105,000 shares of Class A Common Stock held by Cohen as consideration for advisory services provided by Cohen pursuant to the Cohen Engagement Letter.

Consists of 396,501 shares of Class A Common Stock issued pursuant to the Non-Redemption Agreements.

Consists of 50,000 shares of Class A Common Stock transferred by the Sponsor to Seaport as consideration for the advisory services provided by Seaport Global Securities LLC to 7GC in connection with the Business Combination.

Consists of (i) 1,571,261 shares of Class A Common Stock held by Alco, (ii) 1,251,786 shares of Class A Common Stock held by entities affiliated with DNX, and (iii) 1,573,538 shares of Class A Common Stock held by the Estate of Roland A. Linteau III, in each case, issued in connection with the Business Combination to holders of Legacy Banzai Class A Common Stock, each at an effective purchase price of approximately $6.15 per share.

and 8 more changes in the filing

Risk factors 109 changes

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We have incurred significant

We have incurred significant operating losses in the past and may never achieve or maintain profitability.

We have incurred significant operating losses since our inception, including net losses of $15.5 million, $10.1 million, $8.0 million, and $9.0 million in the years ended December 31, 2022 and 2021 and the nine months ended September 30, 2023 and 2022, respectively. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company and as we continue to invest in increasing our customer base, expanding our operations, hiring additional sales and other personnel, developing future products, and potentially acquiring complementary technology and businesses. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We are unable to accurately predict when, or if, we will be able to achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. To date, we have financed our operations principally from the sale of our equity, revenue from sales, and the incurrence of indebtedness. Our cash flow from operations was negative for the nine months ended September 30, 2023 and 2022 and the years ended December 31, 2022 and 2021, and we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all and/or which would be dilutive to our stockholders. If we are unable to successfully address these risks and challenges as we encounter them, our business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively impact the value of our Common Stock.

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While we served our first customer in 2017, we have significantly altered our product offerings over the past few years. Our limited operating history with respect to our current product offerings makes it difficult to effectively assess or forecast our future prospects. For example, in 2021, we acquired Demio Holding, Inc., a Delaware corporation (“Demio”), a webinar platform startup, and integrated Demio’s platform into our service offerings and in 2023, we launched Boost, a tool used by Demio customers to enhance participation in their Demio webinars.

While we served our first customer in 2017, we have significantly altered our product offerings over the past few years. Our limited operating history with respect to our current product offerings makes it difficult to effectively assess or forecast our future prospects. For example, in 2021, we acquired Demio Holding, Inc., a Delaware corporation ("Demio"), a webinar platform startup, and integrated Demio's platform into our service offerings and in 2023, we launched Boost, a tool used by Demio customers to enhance participation in their Demio webinars. You should consider our business and prospects in light of the risks and difficulties we encounter or may encounter. These risks and difficulties include our ability to cost-effectively acquire new customers, retain existing customers, and expand the scope of the platform we sell to new and existing customers. Furthermore, in pursuit of our growth strategy, we may enter into new partnerships to further penetrate our targeted markets and adoption of our solutions, but it is uncertain whether these efforts will be successful. If we fail to address the risks and difficulties that we may face, including those associated with the challenges listed above, our business, prospects, financial condition, and operating results may be materially and adversely harmed.

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We may not successfully develop or introduce new and

We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed and our revenue could suffer as a result.

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To remain competitive, we must

To remain competitive, we must continue to develop new product offerings, applications, features, and enhancements to our existing product offerings. Maintaining adequate development personnel and resources to meet the demands of the market is essential. If we are unable to develop our product offerings internally due to certain constraints, such as high employee turnover, lack of management ability, or a lack of other research and development resources, we may miss market opportunities. Further, many of our competitors expend a considerably greater amount of funds on their development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors' development programs. Our failure to maintain adequate development resources or to compete effectively with the development programs of our competitors could materially adversely affect our business.

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In the past, we have

In the past, we have pursued acquisitions of technology and expertise to enhance the products and services we offer. For example, in 2021, we acquired webinar platform startup Demio and integrated Demio's platform into our service offerings. We anticipate that we will continue to make acquisitions of or investments in businesses, products, and technologies in the future. We may not realize the anticipated benefits, or any benefits, from our past or future acquisitions. In addition, if we finance acquisitions by incurring debt or by issuing equity or convertible or other debt securities, our then-existing stockholders may be diluted or we could face constraints related to the repayment of indebtedness. To the extent that the acquisition consideration is paid in the form of an earnout on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed and the value of your investment may decline. For us to realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours. Some of the challenges to successful integration of our acquisitions include:

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cause our operating results to vary significantly.

Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.

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Covenant restrictions in our existing or future debt

Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants, our lenders could accelerate our indebtedness, proceed against certain collateral or exercise other remedies, which could have a material adverse effect on us.

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The macroeconomic impacts of geopolitical events, such as the COVID-19 pandemic, inflation, labor shortages, lack of access to capital, lack of consumer confidence, supply chain disruptions, and market volatility have persisted and are expected to continue to pose risks to our and our customers’ business for the foreseeable future.

The macroeconomic impacts of geopolitical events, such as the COVID-19 pandemic, inflation, labor shortages, lack of access to capital, lack of consumer confidence, supply chain disruptions, and market volatility have persisted and are expected to continue to pose risks to our and our customers' business for the foreseeable future. Uncertainty about the duration of these negative macroeconomic conditions have impacted fiscal and monetary policy, including increases in interest rates, increased labor costs, and decreased corporate and consumer spending. The effects from a broadening or protracted extension of these conditions could result in a decrease in overall economic activity, hinder economic growth, or cause a recession in the United States or in the global economy. We sell our products throughout the United States, as well as in several international countries, commercial and non-profit customers. As a result, our business may be harmed by factors in the United States and other countries such as disruptions in financial markets; reductions in spending, or downturns in economic activity in specific countries or regions, or in the various industries in which we operate; social, political, or labor conditions in specific countries or regions; or adverse changes in the availability and cost of capital, interest rates, tax rates, or regulations. Further economic weakness and uncertainty may result in significantly decreased spending on our event marketing and management solutions, which may adversely affect harm our business.

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Cybersecurity and data security breaches and ransomware

Our customers provide us with

In some cases, we must rely on the safeguards

Our business and financial performance are affected by the health of the worldwide meetings and events industry. Meetings and events are sensitive to business-related discretionary spending levels and tend to grow more slowly or even decline during economic downturns. Decreased expenditures by marketers and participants could also result in decreased demand for our product offerings, thereby causing a reduction in our sales. The impact of economic slowdowns on our business is difficult to predict, but has and may continue to result in reductions in events and our ability to generate revenue.

Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.

Our customers provide us with information that our solutions store, some of which is confidential information. In addition, we store personal information about our employees. We have security systems and information technology infrastructure designed to protect against unauthorized access to such information and money, but we may not be successful in protecting against all security breaches and cyber-attacks. Threats to and breaches of our information technology security can take various forms, including viruses, worms, ransomware, and other malicious software programs, or actions or omissions by an employee. Significant cybersecurity or data security breaches could result in the loss of business, litigation, regulatory investigations, loss of customers, and penalties that could damage our reputation and adversely affect the growth of our business.

In some cases, we must rely on the safeguards put in place by third parties to protect against security threats. These third parties, including vendors that provide products and services for our operations and our network of business application providers, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure, whether unintentionally or through a malicious backdoor. We do not review the software code included in third-party integrations in all instances.

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In addition to government regulation,

In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to our business. As new laws, regulations, and industry standards take effect, and as we offer new services in new markets, market segments and, potentially, new industries, we will need to understand and comply with various new requirements, which may impede our plans for growth or result in significant additional costs. These laws, regulations, and industry standards have had, and will likely continue to have, negative effects on our business, including by increasing our costs and operating expenses, and/or delaying or impeding our deployment of new or existing core functionality. Failure to comply with these laws, regulations, and industry standards could result in negative publicity, subject us to fines or penalties, expose us to litigation, or result in demands that we modify or cease existing business practices. Furthermore, privacy and data security concerns may cause our customers' customers, vendors, employees, and other industry participants to resist providing the personal information necessary to allow our customers to use our applications effectively, which could reduce overall demand for our product offerings. Any of these outcomes could harm our business.

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Undetected defects in our product offerings

Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.

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Defects, disruptions in

Defects, disruptions in service, or other performance problems may damage our customers' business and could hurt our reputation. We may be required, or may choose, for customer relations or other reasons, to expend additional resources to correct actual or perceived defects in our product offerings. If defects are detected or perceived to exist in our product offerings, we may experience negative publicity, loss of competitive position, or diversion of the attention of our key personnel; our customers may delay or withhold payment to us or elect not to renew their subscriptions; other significant customer relations problems may arise; or we may be subject to liability claims for damages. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our product offerings may harm our business and results of operations.

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Any failure to offer high-quality customer

Our customers depend on

In addition, both current and

Any failure to offer high-quality customer support services could adversely affect our relationships with our customers and our operating results.

Our customers depend on our support to assist with their needs. We may be unable to accurately predict our customers' demand for services or respond quickly enough to accommodate short-term increases in customer or member demand for services. Increased customer demand for our product offerings, without a corresponding increase in productivity or revenue, could increase costs and adversely affect our operating results. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, our ability to sell our product offerings to existing and prospective customers, our relationships with third parties and our ability to form new partnerships, and our business and operating results.

Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.

We have incurred substantial losses during our history and do not expect to become profitable in the near future and may never achieve profitability. Under current U.S. federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and may be carried forward indefinitely, but will be only deductible to the extent of 80% of current year taxable income in any given year. Many states have similar laws.

In addition, both current and future unused net operating loss ("NOL") carryforwards and other tax attributes may be subject to limitation under Sections 382 and 383 of the Code, if a corporation undergoes an "ownership change," generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders over a rolling three-year period. The Business Combination may have constituted an ownership change for the Company and, accordingly, our NOL carryforwards and certain other tax attributes may be subject to limitations (or disallowance) on their use after the Business Combination.Additional ownership changes in the future could result in additional limitations on our NOL carryforwards. Consequently, even if we achieve profitability, we may not be able to utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow and results of operations.

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adverse impact on our business.

Adverse litigation results could have a material adverse impact on our business.

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We strive to protect

We strive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect or enforce our intellectual property rights. In addition, the existing laws of certain foreign countries in which we operate may not protect our intellectual property rights to the same extent as do the laws of the United States.

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The agreements that we execute may be breached,

The agreements that we execute may be breached, and we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our intellectual property or deter independent development of similar intellectual property by others.

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In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights.

Our competitors also may

independently develop similar technology that does not infringe on or misappropriate our intellectual property rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our solutions or technology are developed.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. We may not be able to detect infringement or unauthorized use of our intellectual property rights, and defending or enforcing our intellectual property rights, even if successfully detected, prosecuted, enjoined, or remedied, could result in the expenditure of significant financial and managerial resources. Litigation has in the past and may be necessary in the future to enforce our intellectual property rights, protect our proprietary rights, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could harm our business. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, countersuits, and adversarial proceedings such as oppositions, inter partes review, post-grant review, re-examination, or other post-issuance proceedings, that attack the validity and enforceability of our intellectual property rights. An adverse determination of any litigation proceeding could adversely affect our ability to protect the intellectual property associated with our product offerings. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. In addition, during the course of litigation there could be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Class A Common Stock. If we fail to maintain, protect, and enhance our intellectual property rights, our business may be harmed and the market price of Class A Common Stock could decline.

Our competitors also may independently develop similar technology that does not infringe on or misappropriate our intellectual property rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our solutions or technology are developed. Further, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering solutions that incorporate our most technologically advanced features, which could seriously reduce demand for existing and future offerings.

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Our success depends in part on our ability

Our success depends in part on our ability to develop and commercialize our offerings and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. As the MarTech industry in the United States expands and more patents are issued, the risk increases that there may be patents issued to third parties that relate to our offerings and technology of which we are not aware or that we must challenge to continue our operations as currently contemplated. Whether merited or not, we may face allegations that we, our partners, our licensees, or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties.

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From time to time, we have been and may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of Class A Common Stock. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore harm our business.

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Shares of Class B Common Stock have 10 votes per share, while shares of Class A Common Stock have one vote per share. Mr. Davy, who is our Chief Executive Officer and is Legacy Banzai’s Co-Founder, including his affiliates and permitted transferees, will hold all of the issued and outstanding shares of Class B Common Stock.

We cannot predict the

We cannot predict whether our dual

Shares of Class B Common Stock have 10 votes per share, while shares of Class A Common Stock have one vote per share. Mr. Davy, who is our Chief Executive Officer and is Legacy Banzai's Co-Founder, including his affiliates and permitted transferees, will hold all of the issued and outstanding shares of Class B Common Stock. Accordingly, Mr. Davy held, directly or indirectly, approximately 15.5% 64.8% of our outstanding voting power immediately following the Business Combination and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Davy may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale, and might ultimately affect the market price of Class A Common Stock.

We cannot predict the impact our dual class structure will have on the market price of Class A Common Stock.

We cannot predict whether our dual class common stock structure will result in a lower or more volatile market price of Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track those indices will not invest in Class A Common Stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our dual class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make Class A Common Stock less attractive to other investors. As a result, the market price of Class A Common Stock could be adversely affected.

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Because Mr. Davy controls more than a majority of our total voting power, we are a "controlled company" within the meaning of Nasdaq corporate governance listing rules. Under Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a "controlled company" and may elect not to comply with certain Nasdaq rules regarding corporate governance, including the following:

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the impact of any natural disasters or public health emergencies, such as the COVID-19 pandemic;

the impact of any natural disasters or public health emergencies, such as the general economic, industry and market conditions and other events or factors, many of which are beyond our control; and changes in accounting standards, policies, guidelines, interpretations, or principles.

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Our executive officers, directors, and holders of 5% or more of the outstanding shares of Class A Common Stock collectively beneficially owned own approximately 77.7% 81.3% of the outstanding Class A Common Stock and have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.

Our executive officers, directors, and each of our stockholders who own 5% or more of the outstanding Class A Common Stock and their affiliates, in the aggregate, beneficially owned own approximately 77.7% 81.3% of the outstanding shares of Class A Common Stock as of the date of this prospectus, based on the number of shares outstanding as of December 26, 2023. February 2, 2024. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of the Company, could deprive our stockholders of an opportunity to receive a premium for their Class A Common Stock as part of a sale of the Company, and might ultimately affect the market price of Class A Common Stock.

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Our operations have consumed substantial amounts of cash since inception, and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new applications and solutions, enhance our existing product offerings, enhance our operating infrastructure, and potentially acquire complementary businesses and technologies. For the year ended December 31, 2022 and the nine months ended September 30, 2023, Legacy Banzai's net cash used in operating activities was $5.2 million and $5.0 million, respectively. As of December 31, 2022 and September 30, 2023, Legacy Banzai had $1.0 million and $0.4 million of cash, respectively, which are held for working capital purposes. As of December 31, 2022 and September 30, 2023, Legacy Banzai had borrowings of $14.3 million and $19.4, respectively, outstanding under its term loans and promissory notes.

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fund strategic relationships, including joint ventures and co-investments;

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If we raise additional funds through further issuances of equity or convertible debt securities, including shares of Common Stock issued in connection with advances under the SEPA or upon exercise of the GEM Warrant, or conversion of the GEM Convertible Debenture, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of shares of Class A Common Stock. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, during times of economic instability, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we need or want it, it could harm our business.

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Future sales of shares of Class A Common Stock in the public market, including the resale of shares pursuant to the registration statement of which this prospectus forms a part or pursuant to Rule 144, could depress the stock price. See "Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to the registration statement of which this prospectus forms a part could reduce the market price of Class A Common Stock." Subject to certain exceptions, the A&R Registration Rights Agreement (as defined below) executed at the time of the Closing provides for certain restrictions on transfer with respect to our securities. Such restrictions began upon Closing and end the earliest of (A) 180 days after the Closing and (B) the first date on which (x) the closing price of Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in our stockholders having the right to exchange their shares of Class A Common Stock for cash, securities, or other property.

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However, following the expiration of the applicable

However, equityholders not subject to a lock-up and, following the expiration of the applicable lock-up periods, such equityholders referred to above will not be restricted from selling shares of our Common Stock held by them, other than by applicable securities laws, and sales could occur at any time and such sales could depress the stock price.

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Our Charter, our Bylaws

Our Charter, our Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in our management. Among other things, our Charter and/or Bylaws include provisions regarding:

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Likewise, because our principal executive offices are located in Washington, the anti-takeover provisions of the Washington Business Corporation Act (the "WBCA") may apply to us under certain circumstances now or in the future. These provisions prohibit a "target corporation" from engaging in any of a broad range of business combinations with any stockholder constituting an "acquiring person" for a period of five years following the date on which the stockholder became an "acquiring person." These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or our management.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or our management.

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These provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation.

These provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. These choice of forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find either choice of forum provisions contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

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The Warrant Agreement provides that (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) we irrevocably submit to such jurisdiction, which jurisdiction will be exclusive. We have waived or will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, there is uncertainty as to whether a court would enforce these provisions and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

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This choice-of-forum provision may limit a

We are an emerging growth company and smaller

This choice-of-forum provision may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and our Board.

We are an emerging growth company and smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make our shares less attractive to investors.

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and 29 more changes in the filing

Use of proceeds 4 changes

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We will receive up to an

aggregate of approximately $132.3 million from the exercise of the Public Warrants, assuming the exercise in full of all of the Public Warrants for cash, and approximately $5.4 million from the exercise of the GEM Warrant, assuming the exercise in full of the GEM Warrant for cash and no adjustment to the exercise price in accordance with the terms and conditions set forth therein. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes.

We will have broad discretion over the use of proceeds from the exercise of the Warrants. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease.

We could receive up to an aggregate of approximately $137.6 million from the exercise of the Public Warrants, assuming the exercise in full of all of the Public Warrants for cash, and approximately $5.4 million from the exercise of the GEM Warrant, assuming the exercise in full of the GEM Warrant for cash and no adjustment to the exercise price in accordance with the terms and conditions set forth therein. The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our shares of Class A Common Stock and the spread between the exercise price of the Warrants and the price of our Class A Common Stock at the time of exercise. We have outstanding 11,500,000 outstanding Public Warrants to purchase 11,500,000 shares of our Class A Common Stock, exercisable at an exercise price of $11.50 per share, and the GEM Warrant to purchase 828,533 shares of our Class A Common Stock, exercisable at an exercise price of $6.49 per share. If the market price of our Class A Common Stock is less than the exercise price of a holder's Warrants, it is unlikely that holders will exercise their Warrants. As of February 1, 2024, the closing price of our Class A Common Stock was $1.58 per share. There can be no assurance that our Warrants will be in the money prior to their expiration. Our Public Warrants under certain conditions, as described in the warrant agreement, are redeemable by us at a price of $0.01 per Public Warrant. The GEM Warrant is not redeemable and is exercisable on a cash or cashless basis; if the GEM Warrant is exercised on a "cashless basis," whether or not the GEM Warrant is in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants. We expect to use the net proceeds that we receive from the exercise of the Warrants, if any, for general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the Warrants (if any).

Determination of offering price 2 changes

1 unchanged paragraph

We cannot currently determine the price or

We cannot currently determine the price or prices at which shares of our Class A Common Stock may be sold by the Selling Securityholders under this prospectus.

Market information for common stock and dividend policy 1 change

Our Class A Common Stock and Public Warrants are currently listed on Nasdaq under the symbols "BNZI" and "BNZIW," respectively. Prior to the consummation of the Business Combination, our Class A Common Stock and our Public Warrants were listed on Nasdaq under the symbols "VII" and "VIIAW," respectively. As of December 14, 2023, following the completion of the Business Combination, February 2, 2024, there were 83 86 holders of record of our Class A Common Stock and one holder of record of our Public Warrants.

3 unchanged paragraphs

Unaudited pro forma condensed combined financial information 94 changes

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of 7GC and Legacy Banzai adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses." The historical financial information of 7GC was derived from the unaudited financial statements of 7GC as of September 30, 2023 and for the nine months ended September 30, 2023 and the audited financial statements of 7GC as of December 31, 2022, included elsewhere in this prospectus. The historical financial information of Legacy Banzai was derived from the unaudited financial statements of Legacy Banzai as of September 30, 2023 and for the nine months ended September 30, 2023 and the audited financial statements of Legacy Banzai as of December 31, 2022, included elsewhere in this prospectus. Such unaudited pro forma financial information has been prepared on a basis consistent with the audited financial statements of 7GC and Legacy Banzai, respectively, and should be read in conjunction with the audited historical financial statements and related notes, each of which is included elsewhere in this prospectus. This information should be read together with 7GC’s and Legacy Banzai’s financial statements and related notes, the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC by 7GC on November 21, 2023 and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and other financial information included elsewhere in this prospectus.

The historical financial information of 7GC was derived from the unaudited financial statements of 7GC as of September 30, 2023 and for the nine months ended September 30, 2023 and the audited financial statements of 7GC as of December 31, 2022, included elsewhere in this prospectus. The historical financial information of Legacy Banzai was derived from the unaudited financial statements of Legacy Banzai as of September 30, 2023 and for the nine months ended September 30, 2023 and the audited financial statements of Legacy Banzai as of December 31, 2022, included elsewhere in this prospectus. Such unaudited pro forma financial information has been prepared on a basis consistent with the audited financial statements of 7GC and Legacy Banzai, respectively, and should be read in conjunction with the audited historical financial statements and related notes, each of which is included elsewhere in this prospectus. This information should be read together with 7GC's and Legacy Banzai's financial statements and related notes, the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations " in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC by 7GC on November 21, 2023 and the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations " and other financial information included elsewhere in this prospectus.

9 unchanged paragraphs

As of the First Effective Time, each SAFE Right that was outstanding immediately prior to the First Effective Time was cancelled and converted into and became the right to receive a number of shares of Class A Common Stock equal to the SAFE Purchase Amount in respect of such SAFE Right divided by the SAFE Conversion Price in respect of such SAFE Right multiplied by (ii) the Exchange Ratio.

Treatment of Convertible Notes

4 unchanged paragraphs

On December 13, 2023, in connection with the Business Combination, Legacy Banzai entered into an agreement with Alco to issue the New Alco Note to Alco in the aggregate principal amount of $2.0 million. The New Alco Note bears interest at a rate of 8% per annum and will be due and payable on December 31, 2024. In connection with such New Alco Note, each of 7GC and the Sponsor also entered into the December Share Transfer Agreement, pursuant to which for each $10.00 in principal borrowed under the New Alco Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor in exchange for the right and Alco to receive three shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. Alco also agreed to a 180-day lock-up period with respect to such shares in the Share Transfer Agreements, subject to customary exceptions. The $2 million under the New Alco Note was funded on December 14, 2023. Immediately prior to, and substantially concurrently with, the Closing, (i) the Sponsor surrendered and forfeited to 7GC for no consideration an aggregate of 825,000 shares of 7GC Class B Common Stock and (ii) the Company issued to Alco 825,000 shares of Class A Common Stock, pursuant to the Share Transfer Agreements.

2 unchanged paragraphs

On December 12, 2023, in connection with the Business Combination, the Sponsor came to a non-binding agreement with 7GC to amend the optional conversion provision of the 7GC Promissory Notes, consisting of (i) the 7GC 2022 Promissory Note, issued by 7GC to the Sponsor, pursuant to which 7GC may borrow up to $2,300,000 from the Sponsor, and (ii) the 2023 Promissory Note, to provide that 7GC the Sponsor has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the Closing at a conversion price equal to the average daily VWAP of the Class A Common Stock for the 30 trading days following the Closing (equal to approximately $2.86 per share).

1 unchanged paragraph

On December 14, 2023, the Company entered into the Original SEPA with Legacy Banzai and Yorkville as amended by the SEPA Supplemental Agreement on February 5, 2024. Pursuant to such the SEPA, subject to certain conditions, including the consummation of the Business Combination, the Company has the option, but not the obligation, to sell to Yorkville, and Yorkville must subscribe for, an aggregate amount of up to $100,000,000 of shares of Class A Common Stock, at pursuant to Advance Notices delivered by the Company’s request Company any time during the commitment period commencing terminating on the date following (x) repayment 36-month anniversary of the Pre-Paid Original SEPA; provided that any Advance and Notice may only be made if (x) no amount remains outstanding on the Yorkville Promissory Notes, (y) effectiveness of a there is an effective Resale Registration Statement filed with the SEC for the resale under the Securities Act by Yorkville of the shares of Class A Common Stock to be issued under the SEPA (excluding the Yorkville Closing Shares) pursuant to such Advance Notice, and terminating on the 36-month anniversary of the SEPA. (z) other customary conditions precedent.

1 unchanged paragraph

Additionally, Yorkville agreed to advance to the Company, in exchange for Yorkville Promissory Notes, the Pre-Paid Advance, $2.0 million of which was funded at Closing in exchange for the issuance of the First Promissory Note and the Second Tranche will be funded upon the effectiveness of a Resale Registration Statement; provided that if at the time of the initial filing of such registration statement, shares issuable under the Exchange Cap multiplied by the closing price on the trading day immediately prior to such filing is less than $7.0 million (i.e., 2x coverage of the Pre-Paid Advance), the Second Tranche will be further conditioned upon the Company obtaining stockholder approval to exceed the Exchange Cap. The First Promissory Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

At any time during the Commitment Period that

Additionally, Yorkville agreed to advance to the Company the principal amount of $3.5 million, which was subsequently increased pursuant to the SEPA Supplemental Agreement by $1.0 million to an aggregate principal amount of $4.5 million (the "Pre-Paid Advance"). The Pre-Paid Advance is evidenced by promissory notes convertible into shares of Class A Common Stock (each, a "Yorkville Promissory Note"). The first payment of the Pre-Paid Advance in a principal amount of $2.0 million (less a 10% discount) was advanced at the Closing and was evidenced by the issuance by the Company on December 14, 2023 of a Yorkville Promissory Note having a principal amount of $2.0 million, the second payment of the Pre-Paid Advance of $1.0 million (less a 10% discount) is being advanced on the date of filing of this amendment to the registration statement of which this prospectus forms a part and is evidenced by the issuance by the Company on February 5, 2024 of a Second Yorkville Promissory Note having a principal amount of $1.0 million and the third payment of the Pre-Paid Advance of $1.5 million (less a 10% discount) will be funded upon effectiveness of the registration statement of which this prospectus forms a part; provided that such third payment will be further conditioned upon the Company obtaining stockholder approval of the Company's issuance of shares in excess of 19.99% of the aggregate number of shares of Class A Common Stock issued and outstanding as of the Closing. The outstanding Yorkville Promissory Notes were each issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and are convertible at a conversion price equal to the lower of (i) $2.0766 per share or (ii) 90% of the lowest daily VWAP during the ten consecutive trading days immediately preceding the conversion date (but no lower than the "floor price" then in effect, which shall be the lower of (x) $2.00 per share or (y) 20% of the VWAP of the Class A Common Stock immediately prior to effectiveness of this registration statement, subject to adjustment in accordance with the terms contained in the Yorkville Promissory Notes.

The Yorkville Promissory Notes for evidencing the Pre-Paid Advance will be due six months from the applicable date of issuance, and interest shall accrue on the outstanding balance of the Yorkville Promissory Notes at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Yorkville Promissory Notes. The Yorkville Promissory Notes shall be convertible by Yorkville into shares of Class A Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) $10.00 $2.0766 per share (the "Fixed Price") or (b) 90% of the lowest daily VWAP of the shares of Class A Common Stock on Nasdaq during the ten trading days immediately prior to each conversion (the "Variable Price"), but which Variable Price shall not be lower than the Floor Price then in effect; provided, however, that the Fixed Price shall be adjusted (downwards only) to equal the average VWAP for the three (3) trading days immediately prior to the date that is twenty (20) trading days following the issuance of the first pre-paid advance. The "Floor Price" will be the $2.00 per share; provided, however, that the Floor Price shall be adjusted (downwards only) to equal twenty percent (20%) of the average VWAP of the shares of Class A Common Stock for the five (5) trading days immediately prior to the date of effectiveness of the initial registration statement. Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Yorkville Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than five (5) trading days' prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the shares of Class A Common Stock is less than the Fixed Price.

At any time during the Commitment Period that there is a balance outstanding under a Yorkville Promissory Note, Yorkville may deliver notice (an "Investor Notice") to the Company to cause an Advance Notice to be deemed delivered to Yorkville and the issuance and sale of shares of Class A Common Stock to Yorkville pursuant to an Advance in an amount not to exceed the balance owed under all Yorkville Promissory Notes outstanding on the date of delivery of such Investor Notice. The purchase price of the shares of Class A Common Stock in respect of such Advance shall be equal to the Conversion Price (as defined in the Yorkville Promissory Notes) in effect on the date of delivery of the Investor Notice and shall be paid by offsetting the amount of the purchase price to be paid by Yorkville against an equal amount outstanding under a Yorkville Promissory Note (first towards accrued and unpaid interest, if any, then towards principal). Yorkville agreed to defer any Floor Price Event until the earlier of the effective date of the registration statement of which this prospectus forms a part or the Effectiveness Deadline in the SEPA Supplemental Agreement.

An "Amortization Event" will occur under the terms of the Yorkville Promissory Note if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days (a "Floor Price Event"), (ii) the Company has issued in excess of 99% of Class A Common Stock available under the Exchange Cap, or (iii) the Company is in material breach of its obligations under the A&R Yorkville Registration Rights Agreement (as defined below) and such breach remains uncured for a period of five trading days or the occurrence of certain registration events specified in the A&R Yorkville Registration Rights Agreement, including (but not limited to) that the Resale Registration Statement is not declared effective on or prior to the 60th day following the initial filing thereof (the "Effectiveness Deadline"), the Resale Registration Statement ceases to remain continuously effective, inability of Yorkville to utilize the prospectus within the Resale Registration Statement for more than 30 consecutive calendar days or an aggregate of 40 calendar days during any 12-month period. Within seven trading days of an Amortization Event, the Company will be obligated to make monthly cash payments in an amount equal to the sum of (i) $1.0 million of principal of the Yorkville Promissory Note (or the outstanding principal if less than such amount) (the "Amortization Principal Amount"), plus (ii) a payment premium of 10% in respect of such Amortization Principal Amount, plus (iii) accrued and unpaid interest thereunder. The obligation of the Company to make monthly prepayments shall cease (with respect to any payment that has not yet come due) if any time after an Amortization Event (a) the Company reduces the Floor Price to an amount no more than 75% of the closing price of the shares of Class A Common Stock on the trading day immediately prior to such reset notice (and no greater than the initial Floor Price), or (b) the daily VWAP is greater than the Floor Price for a period of ten consecutive trading days, unless a subsequent Amortization Event occurs.

6 unchanged paragraphs

the Cantor Fee Reduction Agreement;

the GEM Settlement Agreement; and

7 unchanged paragraphs

Pro forma Common Stock (7) (8)

3 unchanged paragraphs

Consists of 4,428,499 shares of Class A Common Stock held currently by the Sponsor and 100,000 shares held by independent board members of the Sponsor. Excludes (i) 825,000 shares surrendered and forfeited by the Sponsor to 7GC for no consideration pursuant to the Share Transfer Agreements at Closing and (ii) 396,501 shares surrendered and forfeited by Sponsor to 7GC for no consideration pursuant to the Non-Redemption Agreements. Does not (i) exclude 105,000 shares of Class A Common Stock and 50,000 shares of Class A Common Stock transferred to Cohen and Seaport, respectively, (ii) exclude 100,000 shares of Class A Common Stock that were cancelled, or (iii) include 890,611 shares of Class A Common Stock issued upon conversion of the 7GC Promissory Notes.

1 unchanged paragraph

Reflects the issuance of the Yorkville Closing Shares at the Closing pursuant to the SEPA and the Merger Agreement.

Reflects the issuance of 1,113,927 shares of Class A Common Stock to Cantor per the terms of the amended Fee Reduction Agreement.

Reflects the issuance of the Yorkville Closing Shares at the Closing pursuant to the SEPA and the Merger (7) This table only includes outstanding shares and does not include shares that may be issued in the future or shares underlying securities convertible into or exercisable for shares, including (i) the 11,500,000 Public Warrants, (ii) shares issuable upon conversion of the Senior Convertible Notes remaining outstanding at Closing, (iii) any Cantor Fee shares issued post-Closing and substantially concurrently with the filing of this prospectus, (iv), shares of Class A Common Stock that may be issued pursuant to Advances under the SEPA, and (v) (iv) shares of Class A Common Stock underlying the GEM Warrant issued on December 15, 2023 and any convertible debenture issued GEM Promissory Note shares of Class A Common Stock (the "Conversion Shares") that may become issuable to GEM following the Closing in the event the Company fails to timely make any required monthly payments under the terms of the promissory note pursuant to the GEM Settlement Agreement.

43 unchanged paragraphs

Total liabilities, temporary equity and stockholders' equity (deficit) $ 36,044,723 $ 5,341,026 $ 5,265,000 7,165,000 $ (43,912,287 (45,912,287 ) $ 2,738,462 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 7GC (Historical) Banzai (Historical) Financings (Note 3) Transaction Accounting Adjustments Pro Forma Combined Revenue $ — $ 3,478,794 $ — $ — $ 3,478,794 Cost of revenue — 1,132,671 $ — — 1,132,671 Operating expenses:

9 unchanged paragraphs

Change in fair value of bifurcated embedded derivative liabilities – related party (1,927,007 ) — 1,927,007 DD — Change in fair value of bifurcated embedded derivative liabilities (184,993 ) — 184,993 DD — Change in fair value of simple agreement for future equity – related party (72,359 ) DD — Change in fair value of simple agreement for future equity — 36,500 — (36,500 ) DD — Gain on marketable securities (net), dividends and interest, held in Trust Account (1,386,098 ) — — 1,386,098 AA — Total other (income) expense (1,015,413 ) 1,419,658 — 607,540 1,011,785 Loss before income taxes (1,750,719 ) (8,016,396 ) — (607,540 ) (10,374,655 ) Provision for income taxes 243,374 17,081 — — 260,455 Net loss $ (1,994,093 ) $ (8,033,477 ) $ — $ (607,540 ) $ (10,635,110 ) Net loss per share Basic and diluted, common stock $ — $ (0.98 ) Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (0.20 ) Basic and diluted net income (loss) per share, Class B non-redeemable common stock $ (0.20 ) Weighted average shares outstanding Weighted average common shares outstanding, basic and diluted — 8,164,050 Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted 4,455,999 Weighted average shares outstanding of Class B non-redeemable common stock 5,750,000 Weighted average shares outstanding – basic and diluted 14,905,329 16,019,256 Pro forma net loss per share – basic and diluted $ (0.71 (0.66 ) UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 7GC (Historical) Banzai (Historical) Financings (Note 3) Transaction Accounting Adjustments Pro Forma Combined Revenue $ — $ 5,332,979 $ — $ — $ 5,332,979 Cost of revenue — 1,956,964 — — 1,956,964 Operating expenses:

8 unchanged paragraphs

Loss on modification of simple agreement for future equity – related party (1,572,080 ) DD — Loss on modification of simple agreement for future equity — 150,920 — (150,920 ) DD — Change in fair value of simple agreement for future equity – related party (4,001,825 ) DD — Change in fair value of simple agreement for future equity — 384,175 — (384,175 ) DD — Change in fair value of bifurcated embedded derivative liabilities – related party (3,616,628 (3,024,219 ) Change in fair value of bifurcated embedded derivative liabilities (1,821,672 (1,552,781 ) Change in fair value of derivative warrant liabilities (10,252,500 ) — — 4,042,500 CC (6,210,000 ) Gain on marketable securities (net), dividends and interest, held in Trust Account (3,195,723 ) — — 3,195,723 AA — Total other (income) expense (13,448,223 ) 9,256,351 — (5,106,925 (5,006,925 ) (9,298,797 (9,198,797 ) Income (loss) before income taxes 10,203,735 (15,468,502 ) — (1,009,476 (2,309,476 ) (6,274,243 (7,574,243 ) Income tax expense (benefit) 765,554 — — 765,554 Net income (loss) $ 9,438,181 $ (15,468,502 ) $ — $ (1,009,476 (2,309,476 ) $ (7,039,797 (8,339,797 ) Net income per share Basic and diluted, common stock — (1.90 ) Basic and diluted net income per share, Class A common stock $ 0.33 Basic and diluted net income per share, Class B common stock $ 0.33 Weighted average shares outstanding Weighted average common shares outstanding, basic and diluted — 8,150,270 Weighted average shares outstanding of Class A common stock 22,901,791 Weighted average shares outstanding of Class B common stock 5,750,000 Weighted average shares outstanding – basic and diluted 14,905,329 16,019,256 Pro forma net loss per share – basic and diluted $ (0.47 (0.52 ) NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Note 1. Basis of Presentation The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, 7GC is treated as the "accounting acquiree" and Legacy Banzai as the "accounting acquirer" for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Legacy Banzai issuing shares for the net assets of 7GC, followed by a recapitalization. The net assets of Legacy Banzai are stated at historical cost. Operations prior to the Business Combination are those of Legacy Banzai.

1 unchanged paragraph

The pro forma adjustments reflecting the

The pro forma adjustments reflecting the consummation of the Business Combination and the related transactions are based on certain currently available information and certain assumptions and methodologies that Company management believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments may differ from the pro forma adjustments, and it is possible that the difference may be material. Company management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and the related transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

1 unchanged paragraph

Note 2. Accounting Policies and Reclassifications

6 unchanged paragraphs

The following unaudited pro forma condensed combined

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses." Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction ("Transaction Accounting Adjustments") and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur ("Management's Adjustments"). The Company has elected not to present Management's Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. 7GC and Legacy Banzai have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

5 unchanged paragraphs

In connection with the execution of the SEPA, the Company paid a structuring fee (in cash) to Yorkville in the amount of $35,000.

Additionally, Yorkville has agreed to advance to the

Company, in exchange for the Yorkville Promissory Notes, the Pre-Paid Advance, $2.0 million of which was funded at Closing in exchange for the issuance of the First Promissory Note and the Second Tranche will be funded upon the effectiveness of a Resale Registration Statement; provided that if at the time of the initial filing of such registration statement, shares issuable under the Exchange Cap multiplied by the closing price on the trading day immediately prior to such filing is less than $7.0 million (i.e., 2x coverage of the Pre-Paid Advance), the Second Tranche will be further conditioned upon the Company obtaining stockholder approval to exceed the Exchange Cap. The First Promissory Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Yorkville Promissory Notes for the Pre-Paid

On October 3, 2023, 7GC issued the 2023 Promissory Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $500,000 for working capital purposes. The 2023 Promissory Note does not bear interest and was repayable in full upon the earlier of the consummation of a business combination or the date the Company liquidates the Trust Account established in connection with the Company's IPO upon the failure of the Company to consummate a business combination within the requisite time period. On October 6, 2023, 7GC made a drawdown of $250,000 against the 2023 Promissory Note, which brought total borrowings under the 7GC Promissory Notes (as defined below) to $2,550,000 as 7GC had $2,300,000 outstanding at September 30, 2023.

On December 12, 2023, in connection with the Business Combination, the Sponsor came to a non-binding agreement with 7GC to amend the optional conversion provision of the 7GC Promissory Notes, to provide that 7GC has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the Closing at a conversion price equal to the average daily VWAP of the Class A Common Stock for the 30 trading days following the Closing (equal to approximately $2.86 per share).

Cantor Fee Reduction Agreement

On November 8, 2023, Cantor and 7GC entered into the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable ("Original Deferred Fee"), with the remaining $4,000,000 Reduced Deferred Fee payable by 7GC to Cantor following the Closing of the Business Combination. Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee was payable in the form of the Cantor Fee Shares, calculated as a number of shares of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of the initial filing of a resale registration statement on Form S-1, as reported by Bloomberg through its "AQR" function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction). 7GC and Cantor amended the Fee Reduction Agreement on December 28, 2023 to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 shares of Class A Common Stock and to provide that Cantor is subject to a 12-month lock-up with respect to the Cantor Fee Shares. On December 28, 2023, the Company issued the Cantor Fee Shares to Cantor, covering the Reduced Deferred Fee in accordance with the Fee Reduction Agreement. The Company notes that certain Cantor Registration Rights Obligations pursuant to the Fee Reduction Agreement have not been satisfied as of the date of this prospectus resulting in the conclusion that the Reduced Deferred Fee remains a non-current obligation of the Company as of the date of this prospectus. In the event the Company does not comply in all respects with the Cantor Registration Rights Obligations, the Company may be required in the future to pay the amount of the Reduced Deferred Fee of $4,000,000 in cash to Cantor. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations" of this prospectus.

On December 14, 2023, the Company entered into the SEPA with Legacy Banzai and Yorkville. Pursuant to such SEPA, subject to certain conditions, including the consummation of the Business Combination, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to $100,000,000 of shares of Class A Common Stock, at pursuant to Advance Notices delivered by the Company’s request Company any time during the commitment period commencing terminating on the date following (x) repayment 36-month anniversary of Pre-Paid the Original SEPA; provided that any Advance and Notice may only be made if (x) no amount remains outstanding on the Yorkville Promissory Notes, (y) effectiveness of a there is an effective Resale Registration Statement filed with the SEC for the resale under the Securities Act by Yorkville of the shares of Class A Common Stock to be issued pursuant to such Advance Notice, and (z) other customary conditions precedent. The price at which we may issue and sell shares pursuant to an Advance under the SEPA (excluding may be at either (a) 95% of the average VWAP of the Class A Common Stock for the period commencing on the receipt of the Advance Notice by Yorkville Closing Shares) and terminating ending on 4:00 p.m. Eastern Time on the 36-month anniversary applicable date of the SEPA. Advance Notice ("Pricing Option 1") or (b) 96% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days commencing on the date of the Advance Notice to Yorkville ("Pricing Option 2"), provided that we are subject to certain caps on the amount of shares of Class A Common Stock that we may sell pursuant to any Advance.

In connection with the execution of the SEPA, the Company paid a structuring fee (in cash) to Yorkville in the amount of $35,000. Additionally, (a) Legacy Banzai issued to Yorkville immediately prior to the Closing such number of shares of Legacy Banzai Class A Common Stock, such that upon the Closing, Yorkville received the Yorkville Closing Shares as a holder of Legacy Banzai Class A Common Stock and (b) the Company agreed to pay a commitment fee of $500,000 to Yorkville at the earlier of (i) March 14, 2024 or (ii) the termination of the SEPA, which will be payable, at the option of the Company, in cash or shares of Class A Common Stock through an Advance.

Additionally, Yorkville agreed to advance to the Company the principal amount of $3.5 million, which was subsequently increased pursuant to the SEPA Supplemental Agreement by $1.0 million to an aggregate principal amount of $4.5 million (the "Pre-Paid Advance"). The Pre-Paid Advance is evidenced by promissory notes convertible into shares of Class A Common Stock (each, a "Yorkville Promissory Note"). The first payment of the Pre-Paid Advance in a principal amount of $2.0 million (less a 10% discount) was advanced at the Closing and was evidenced by the issuance by the Company on December 14, 2023 of a Yorkville Promissory Note having a principal amount of $2.0 million, the second payment of the Pre-Paid Advance of $1.0 million (less a 10% discount) is being advanced on the date of filing of this amendment to the registration statement of which this prospectus forms a part and is evidenced by the issuance by the Company on February 5, 2024 of a Second Yorkville Promissory Note having a principal amount of $1.0 million and the third payment of the Pre-Paid Advance of $1.5 million (less a 10% discount) will be funded upon effectiveness of the registration statement of which this prospectus forms a part; provided that such third payment will be further conditioned upon the Company obtaining stockholder approval of the Company's issuance of shares in excess of 19.99% of the aggregate number of shares of Class A Common Stock issued and outstanding as of the Closing. The outstanding Yorkville Promissory Notes were each issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and are convertible at a conversion price equal to the lower of (i) $2.0766 per share or (ii) 90% of the lowest daily VWAP during the ten consecutive trading days immediately preceding the conversion date (but no lower than the "floor price" then in effect, which shall be the lower of (x) $2.00 per share or (y) 20% of the VWAP of the Class A Common Stock immediately prior to effectiveness of this registration statement, subject to adjustment in accordance with the terms contained in the Yorkville Promissory Notes.

The Yorkville Promissory Notes for the Pre-Paid Advance will be due six months from the applicable date of issuance, and interest shall accrue on the outstanding balance of the Promissory Notes at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Promissory Notes. The Promissory Notes shall be convertible by Yorkville into shares of Class A Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) the Fixed Price or (b) the Variable Price, but which Variable Price shall not be lower than the Floor Price then in effect; provided, however, that the Fixed Price shall be adjusted (downwards only) to equal the average VWAP for the three (3) trading days immediately prior to the date that is twenty (20) trading days following the issuance of the first pre-paid advance. Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than five (5) trading days' prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the shares of Class A Common Stock is less than the Fixed Price.

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An "Amortization Event" will occur under the terms of the Promissory Note if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days, (ii) the Company has issued in excess of 99% of Class A Common Stock available under the Exchange Cap, or (iii) the Company is in material breach of its obligations under the A&R Yorkville Registration Rights Agreement and such breach remains uncured for a period of five trading days or the occurrence of certain registration events specified in the A&R Yorkville Registration Rights Agreement, including (but not limited to) that the Resale Registration Statement is not declared effective on or prior to the 60th day following the initial filing thereof, the Resale Registration Statement ceases to remain continuously effective, inability of Yorkville to utilize the prospectus within the Resale Registration Statement for more than 30 consecutive calendar days or an aggregate of 40 calendar days during any 12-month period. Within seven trading days of an Amortization Event, the Company will be obligated to make monthly cash payments in an amount equal to the sum of (i) $1.0 million of principal of the Promissory Note (or the outstanding principal if less than such amount) (the "Amortization Principal Amount"), plus (ii) a payment premium of 10% in respect of such Amortization Principal Amount, plus (iii) accrued and unpaid interest thereunder. The obligation of the Company to make monthly prepayments shall cease (with respect to any payment that has not yet come due) if any time after an Amortization Event (a) the Company reduces the Floor Price to an amount no more than 75% of the closing price of the shares of Class A Common Stock on the trading day immediately prior to such reset notice (and no greater than the initial Floor Price), or (b) the daily VWAP is greater than the Floor Price for a period of ten consecutive trading days, unless a subsequent Amortization Event occurs.

On December 12, 13, 2023, Legacy Banzai and GEM entered into the GEM Term Sheet, and, on December 14, 2023, the GEM Letter, agreeing to terminate in its entirety the GEM Agreement other than with respect to the Company's obligation (as the post-combination company in the Business Combination) to issue the GEM Warrant granting the right to purchase shares of Class A Common Stock in an amount equal to 3% of the total number of equity interests outstanding as of the Closing, calculated on a fully diluted basis, at an exercise price on the terms and conditions set forth therein, in exchange for issuance of a $2.0 million convertible debenture with a five-year maturity and 0% coupon, with the documentation of such debenture to be agreed upon and finalized promptly following the Closing.

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right to convert, and the Security shall automatically convert at the maturity date, into Class A Common Stock at a price equal to the lesser of $10.00 per share or 100% of the average three lowest closing bid trading prices in the 40 days immediately preceding such conversion. The Company shall have the right to redeem the GEM Warrant at any time upon 30 business day’s prior notice at a price of 145% of the then-outstanding aggregate principal amount of the Security.

Additionally, the Company agreed to prepare and file with the SEC a Resale Registration Statement for the resale of the shares of Class A Common Stock underlying the GEM Warrant within 60 days following the Closing. The Company agreed that if such registration statement is not declared effective within 60 days of the Closing, it will pay GEM $2.0 million within one business day thereafter.

On February 5, 2024, the Company and GEM entered into the GEM Settlement Agreement, pursuant to which the Company and GEM agreed to settle the obligations under the GEM Term Sheet to issue the convertible debenture by substituting a cash payment of $1.2 million and issuance of the GEM Promissory Note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024 with the final payment to be made on December 1, 2024. The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, such monthly payment amount shall convert into the right of GEM to receive, and obligation of the Company to issue, an amount of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the trading day immediately preceding the applicable payment due date, and requires that the Company include 2,000,000 shares of Class A Common Stock in this registration statement for resale by GEM in the event issued to GEM pursuant to the GEM Promissory Note. The number of shares issuable upon conversion of the GEM Promissory Note may be less or more than 2,000,000, depending on the stock price of Class A Common Stock on the applicable calculation date.

Pursuant to the GEM Settlement Agreement, on the Settlement Agreement Effective Date, the Company and GEM agreed to waive, release and discharge any claims with respect to the GEM Agreement, the GEM Term Sheet, and the $2.0 million convertible debenture therein.

With respect to the GEM Settlement Agreement, and specifically the appropriate treatment of the settlement payment, issuance of the GEM Promissory Note, and potential conversion shares that may become issuable to GEM in the event the Company fails to timely make any required monthly payments, the evaluation regarding the appropriate accounting for this transaction has not yet finalized as of the date of this prospectus. As such, the pro forma adjustments reflected in the unaudited pro forma financial statements may be subject to change. The significant determinations outstanding with respect to the accounting relate to the determination as to whether the settlement payment represents debt issuance costs and if so, how these should be accounted for, and whether the potential conversion shares represent an embedded derivative and if so, how these should be accounted for.

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Reflects increase of cash for total proceeds to be received of $1.9 million, from (i) $1.0 million to be received under the GEM Promissory Note pursuant to the GEM Settlement Agreement described above and (ii) $900,000 to be received under the Pre-Paid Advance from Yorkville described above pursuant to the SEPA, net of the 10% original issue discount. Adjustment also reflects $900,000 advance balance outstanding under the Pre-Paid Advance from Yorkville described above, and $1.0 million GEM Promissory Note payable outstanding to GEM pursuant to the GEM Settlement Agreement described above.

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Reflects that certain (as amended, the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable (the "Original Deferred Fee"), resulting in a remainder of $4,000,000 of deferred underwriting fees payable (the "Reduced Deferred Fee") by 7GC to Cantor upon Closing of the Business Combination (the "Fee Reduction"). Pursuant to On December 28, 2023, the Company issued 1,113,927 shares of Class A Common Stock (the "Cantor Fee Reduction Agreement, Shares") to Cantor, covering the Reduced Deferred Fee was payable by in accordance with the Fee Reduction Agreement. The issuance of 1,113,927 the Cantor Fee Shares of was recorded at fair value on the issuance date, with the par value recorded to Class A Common Stock, and the “Cantor Fee Shares”) excess fair value over the par value recorded to additional paid-in capital. The Company notes that certain Stockholder Rights (the "Stockholder Rights") and Cantor following Registration Rights Obligations, each of which are pursuant to the Closing substantially concurrently with Fee Reduction Agreement, have not been satisfied as of the filing date of this registration statement by prospectus resulting in the Company covering conclusion that the Reduced Deferred Fee remains a non-current obligation of the Company as of the date of this prospectus. Further it is noted that in accordance the event that the Company does not grant or enforce those certain Stockholder Rights, or does not comply in all respects with the Registration Rights Obligations, the Company may be required in the future to pay the remaining Reduced Deferred Fee Reduction Agreement. of $4,000,000 in cash to Cantor.

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The final accounting for

Adjustments to Unaudited Pro Forma Condensed Combined

Statements of Operations

The final accounting for the issuance of the GEM Warrant is still under evaluation and may be subject to change.

Reflects the Initial Payment of $1.2 million to GEM pursuant to the GEM Settlement Agreement described above.

The final accounting for the execution of the GEM Settlement Agreement and issuance of the GEM Promissory Note is still under evaluation and may be subject to change.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 are as follows:

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Reflects the effect on interest expense to recognize the discounts on the Yorkville Promissory Notes pursuant to the initial Pre-Paid Advance and the SEPA Supplemental Agreement described above, as if the transactions had occurred on January 1, 2022 GG.

Reflects the effect on general and administrative expenses to recognize the $1.2 million payment to GEM pursuant to the GEM Settlement Agreement, as if the transaction had occurred on January 1, 2022.

Note 4. Net Loss per Share

Reflects the effect on interest expense to recognize the discount on the Yorkville Promissory Note described above, as if the transaction had occurred on January 1, 2022 Note 4. Net loss per share Net loss per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and the related transactions at Closing, assuming the shares were outstanding since January 1, 2022. As the Business Combination and the related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination and related have been outstanding for the entirety of all periods presented.

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(i) 95% of the average daily VWAP of the shares of Class A Common

Stock on Nasdaq as reported by Bloomberg L.P. (“Bloomberg VWAP”) for the pricing period commencing (i) if submitted to Yorkville prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day or (ii) if submitted to Yorkville after 9:00 a.m. Eastern Time on a trading day, upon receipt by the Company of written confirmation (which may be by e-mail) of acceptance of such Advance Notice by Yorkville (or the open of regular trading hours, if later), and which confirmation shall specify such commencement time, and, in either case, ending on 4:00 p.m. New York City time on the applicable Advance Notice date (the “Option 1 Pricing Period”); or (ii) 96% of the lowest daily Bloomberg VWAP of the Class A Common Stock during the three trading days commencing on the Advance Notice date (the “Option 2 Pricing Period”).

In connection with an Advance Notice where the Company selects an Option 1 Pricing Period, if the total number of shares of Class A Common Stock traded on Nasdaq during the applicable Option 1 Pricing Period is less than the Volume Threshold (defined as the amount of the Advance shares divided by 30%), then the number of shares issued and sold pursuant to such Advance Notice shall be reduced to the greater of (a) 30% of the trading volume during such Option 1 Pricing Period as reported by Bloomberg L.P., or (b) the number of shares sold by Yorkville during such Option 1 Pricing Period, but in each case not to exceed the amount requested in the Advance Notice.

In addition, in connection with the

2023, Legacy Banzai and GEM entered into a binding term sheet, and on December 14, 2023, the GEM Letter, agreeing to terminate in its entirety the GEM Agreement other than with respect to the Company’s obligation (as the post-combination company in the Business Combination) to issue the GEM Warrant granting the right to purchase shares of Class A Common Stock in an amount equal to 3% of the total number of equity interests outstanding as of the Closing, calculated on a fully diluted basis, at an exercise price on the terms and conditions set forth therein, in exchange for issuance of a $2.0 million convertible debenture with a five-year maturity and 0% coupon, with the documentation of such debenture to be agreed upon and finalized promptly following the Closing.

At Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant in the amount of 828,533 shares at an exercise price of $6.49 per share. The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of shares of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of Class A Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities.

right to convert, and the Security shall automatically convert at the maturity date, into Class A Common Stock at a price equal to the lesser of $10.00 per share or 100% of the average three lowest closing bid trading prices in the 40 days immediately preceding such conversion. The Company shall have the right to redeem the GEM Warrant at any time upon 30 business day’s prior notice at a price of 145% of the then-outstanding aggregate principal amount of the Security.

Additionally, the Company agreed to prepare and file with the SEC a Resale Registration Statement for the resale of the shares of Class A Common Stock underlying the GEM Warrant within 60 days following the Closing. The Company agreed that if such registration statement is not declared effective within 60 days of the Closing, it will pay GEM $2.0 million within one business day thereafter.

Cantor Fee Reduction Agreement

On November 8, 2023, Cantor and 7GC entered into the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of the aggregate of $8,050,000 of deferred underwriting fees payable (“Original Deferred Fee”), with the remaining $4,000,000 Reduced Deferred Fee payable by 7GC to Cantor following the Closing of the Business Combination.

Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee was payable in the form of the Cantor Fee Shares, calculated as a number of shares of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of filing of this resale registration statement on Form S-1, as reported by Bloomberg through its “AQR” function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction). 7GC and Cantor amended the Fee Reduction Agreement on December 28, 2023 to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 shares of Class A Common Stock and to provide that Cantor is subject to a 12 month lock-up with respect to the Cantor Fee Shares. The Cantor Fee Shares are being issued Substantially concurrently with the initial filing of this prospectus, in accordance with the terms of the Fee Reduction Agreement. See sections titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations ” of this prospectus.

following summarizes the pro forma ownership of common stock of the Company following the Business Combination, including the anticipated issuance of the Cantor Fee Shares following the Closing:

Legacy Banzai Chief Executive Officer (1)

Existing Legacy Banzai Securityholders (2)

Public Stockholders (3)

Cantor Stockholder (7)

Pro forma Common Stock (8)

Consists of 2,311,134 shares of Class B Common Stock held by Mr. Davy.

Consists of all shares of Class A Common Stock issued to Legacy Banzai securityholders at the Closing pursuant to the Merger Agreement, including 3,692,878 Legacy Banzai shares initially issued upon conversion of the Subordinated Convertible Notes and SAFE Rights. Does not include shares of Class B Common Stock issued to the Legacy Banzai Chief Executive Officer, Mr. Davy, at the Closing pursuant to the Merger Agreement.

Reflects 122,210 public shares remaining after redemptions of 3,207,428 public shares in connection with the Closing, plus 396,501 shares of Class A Common Stock issued to certain parties at Closing in exchange for the 396,501 shares of 7GC Class B Common Stock surrendered and forfeited by Sponsor at the Closing pursuant to the Non-Redemption Agreements.

and 14 more changes in the filing

MD&A 51 changes

Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the section titled “Risk Factors” and elsewhere in this prospectus.

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation.

Banzai is a MarTech company

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this prospectus, as well as the sections entitled "Business" and "Unaudited Pro Forma Condensed Combined Financial Information. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the section titled "Risk Factors" and elsewhere in this prospectus.

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Banzai is a MarTech company that produces data-driven marketing and sales solutions for businesses of all sizes. Our mission is to help our customers accomplish their mission—by enabling better marketing, sales, and customer engagement outcomes. Banzai endeavors to acquire companies strategically positioned to enhance our product and service offerings, increasing the value provided to current and prospective customers.

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Customer Life (# of months) = 1 / Churn %

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The following table presents

The following table presents MRR, Customer Life, and LTV for Demio for the years ended December 31, 2022 and 2021 and the nine months ended September 30, 2023 and 2022.

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Operational Risks on Financial Performance

Analysis of the Impact of Operational Risks on Financial Performance

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continuing to conduct comprehensive risk monitoring and analysis on financial performance, Banzai can optimize its ability to make informed decisions and improve its ability to navigate internal and external challenges. Such activities include:

By continuing to conduct comprehensive risk monitoring and analysis on financial performance, Banzai can optimize its ability to make informed decisions and improve its ability to navigate internal and external challenges. Such activities include: identification and categorization of risks, quantification and analysis of potential severity, and development of risk mitigation strategies. It is also important for Banzai to ensure financial reports and disclosures accurately reflect the potential impact of risks on financial performance, essential for transparent communication with investors and stakeholders.

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As a consequence of the Business Combination, the Company became the successor to an SEC-registered and Nasdaq-listed company, which will require the Company to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors' and officers' liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. Additionally, we qualify as an "emerging growth company." As a result, we will be provided certain disclosure and regulatory relief. See the section titled " Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company ." Our future results of operations and financial position may not be comparable to Legacy Banzai’s historical results of operations and financial position as a result of the Business Combination.

Our future results of operations and financial position may not be comparable to Legacy Banzai's historical results of operations and financial position as a result of the Business Combination.

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For the nine months ended September 30, gross

For the nine months ended September 30, gross profit fell from $2.9 million in 2022 to $2.3 million in 2023, due to $0.8 million lower revenue, partially offset by $0.3 million lower cost of revenue.

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Other Expense Analysis

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Banzai’s total other

Banzai's total other expenses for the nine months ended September 30, 2023, were $1.4 million, down by approximately $2.9 million ($(2.9) million for related party) due to a reduction of $3.2 million ($2.9 million for related party) on change in fair value of simple agreement for future equity; reduction of $1.8 million ($1.6 million for related party) on Loss on modification of simple agreement for future equity and $0.1 million in other expenses. These overall reductions of $5.1 million on total other expenses were reduced by the increase on interest expenses of $2.0 million ($1.2 million for related party) on imputed interest and PIK from higher convertible note investments, and an increase of $0.2 million (an increase $0.5 million for related party offset by a decrease of $0.3 million for third party) for change in value of bifurcated embedded derivative liabilities ($ thousands) Year Ended December 31, 2022 Year Ended December 31, 2021 Year- over- Year $ Year- over- Year % Provision for income taxes (benefit) $ $ (409 ) $ 100.0 % ($ thousands) Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Year- over- Year $ Year- over- Year % Provision for income taxes $ $ $ 11.0 % For the year ended December 31, 2022 and 2021, Banzai's reported provision for income tax expense was $0.0 million and $(0.4) million, respectively. This represents a year-over-year increase of approximately $0.4 million.

As of December 31, 2022, Banzai had federal and state net operating loss carryforwards of approximately $15.3 million and $9.2 million, respectively. As of December 31, 2021, Banzai had federal and state net operating loss carryforwards of approximately $11.9 million and $7.9 million, respectively. Federal losses of $0.1 million will begin to expire in 2036, and $15.2 million of the federal losses carry forward indefinitely. State losses of $7.4 million begin to expire in 2031 and $1.8 million of the state losses carry forward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

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Banzai has incurred losses since its inception, had a working capital deficit of $35.9 million and $27.9 million as of September 30, 2023 and December 31, 2022, respectively, and had an accumulated deficit at September 30, 2023 and December 31, 2022 totaling $40.4 million and $32.4 million, respectively. As of September 30, 2023 and December 31, 2022, Banzai had $19.5 million and $14.3 million aggregate principal amount outstanding on term loans, convertible notes and promissory notes, respectively. Subsequent to December 31, 2022, Banzai raised additional capital through financing by issuing convertible debts of $4.0 million ($1.5 million from related parties), $6.4 million promissory notes ($4.4 million from related parties) through December 14, 2023, to various investors plus a short-term loan from one of the investors (related party) for $2.4 million. Banzai has used debt proceeds principally to fund general operations.

On December 14, 2023 the Company announced the consummation of its previously announced Business Combination along with the closing of its funding arrangements. The funding arrangements include access to the SEPA of approximately $100 million and approximately $5.5 million of committed financing from existing and new investors. The Company did not receive any cash from 7GC's trust account, after redemptions of 3,207,428 public shares and partial payment of expenses of approximately $1 million. These committed financings provided the capital necessary to consummate the Business Combination and are expected to provide sufficient proceeds to fund the Company until such time as the Company becomes profitable, although such future profitability cannot be assured. Because the purchase price per share to be paid for shares of Class A Common Stock under the SEPA, if any, will fluctuate based on the market prices of Class A Common Stock prior to each sale made pursuant to the SEPA, if any, it is not possible to predict the actual number of shares the Company will sell under the SEPA, or the actual gross proceeds resulting from those sales, and the Company may not have access to any or the full amount available under the SEPA.

Subsequent to September 30, 2023, and in connection with the consummation of the Business Combination, the Company received net cash proceeds of $0.5 million, $0.75 million, and $2 million, from draw downs on the Alco September 2023 Promissory Note, Alco November 2023 Promissory Note and the New Alco Note entered into in December 2023, respectively. In addition, the Company, through 7GC, received net cash proceeds of $0.25 million in December 2023, for the draw down on the 7GC's 2023 Promissory Note. In addition, the Company received net proceeds of approximately $1.76 million under the Yorkville Pre-Paid Advance at Closing, after fees paid of $0.04 million. As part of the Yorkville Pre-Paid Advance, the Company also committed to the payment of a commitment fee, to Yorkville, of $0.5 million, payable at the earlier of March 14, 2024 or the termination of the SEPA, and which will be payable, at the option of the Company, in cash or shares of Class A Common Stock through an Advance.

Further, the Company issued to GEM the GEM Warrant in the amount of 828,533 shares of Class A Common Stock at an exercise price of $6.49 per share. The Company further committed to prepare and file with the SEC a Resale Registration Statement for the resale of the shares of Class A Common Stock underlying the GEM Warrant within 60 days following the Closing. The Company has also issued to GEM pursuant to the GEM Settlement Agreement the GEM Promissory Note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024 with the final payment to be made on December 1, 2024. The GEM Promissory Note contains a failure to pay provision that, in the event the Company fails to make a required monthly payment when due, the Company shall issue shares of Class A Common Stock to GEM, at a conversion price equal to the VWAP of the trading day immediately preceding the applicable payment due date.

As a result of the consummation of the Business Combination, Convertible Promissory Notes, and Simple agreement for future equity (SAFE) liabilities, including associated bifurcated embedded derivate liabilities, with an aggregate fair value as of September 30, 2023, of approximately $21.5 million, converted into 3,692,878 shares of Class A Common Stock, at a conversion price of $3.97.

In addition to the above discussed financings, prior to the consummation of the Business Combination, the Company entered into amendments to certain pre-existing debt arrangements and certain new debt arrangements. The details of these are as follows:

On August 24, 2023, the Company entered into the Original Forbearance Agreement with CP BF, as amended by the First Amendment to Forbearance Agreement, dated as of December 14, 2023, under which the Company acknowledged that it was in default of several obligations and CP BF acknowledged such defaults and agreed, subject to certain conditions, not to exercise any right or remedy under the Loan Agreement, including its right to accelerate the aggregate amount outstanding under the Loan Agreement, until (a) the date that is the earlier of the date that all Yorkville Promissory Notes to be issued under the SEPA have been repaid (and/or converted) in full, or (b) six months after the Closing of the Business Combination.

On October 3, 2023 and November 16, 2023, in connection with the Business Combination, Legacy Banzai entered into the Prior Transfer Agreements with Promissory Note holder, Alco, whereby the parties agreed, concurrently with and contingent upon the Closing of the Business Combination, that the Sponsor would forfeit 150,000 and 75,000 shares, respectively, of 7GC Class B Common Stock and the Company would issue to Alco 150,000 and 75,000 shares of Class A Common Stock. Further to this, on December 13, 2023, Legacy Banzai, Alco, and CP BF entered into the Alco Note Amendment to extend the maturity date of the Alco September 2023 Promissory Note in the aggregate principal amount of $1.5 million to extend the maturity date from January 10, 2024, to September 30, 2024.

On December 13, 2023, in connection with the Business Combination, Legacy Banzai entered into an agreement with Alco to issue the New Alco Note to Alco in the aggregate principal amount of $2.0 million. The New Alco Note bears interest at a rate of 8% per annum and will be due and payable on December 31, 2024. In connection with such New Alco Note, each of 7GC and the Sponsor also entered into the December Share Transfer Agreement, pursuant to which for each $10.00 in principal borrowed under the New Alco Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor in exchange for the right and Alco to receive three shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. Alco also agreed to a 180-day lock-up period with respect to such shares in the Share Transfer Agreements, subject to customary exceptions. The $2 million under the New Alco Note was funded on December 14, 2023. Immediately prior to, and substantially concurrently with, the Closing, (i) the Sponsor surrendered and forfeited to 7GC for no consideration an aggregate of 825,000 shares of 7GC Class B Common Stock and (ii) the Company issued to Alco 825,000 shares of Class A Common Stock, pursuant to the Share Transfer Agreements.

On December 12, 2023, in connection with the Business Combination, the Sponsor came to a non-binding agreement with 7GC to amend the optional conversion provision of the 7GC Promissory Notes, consisting of (i) the 7GC 2022 Promissory Note, issued by 7GC to the Sponsor, pursuant to which 7GC may borrow up to $2,300,000 from the Sponsor, and (ii) the 7GC 2023 Promissory Note, to provide that 7GC has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the Closing at a conversion price equal to the average daily VWAP of the Class A Common Stock for the 30 trading days following the Closing. On February 2, 2024, the Company issued 890,611 shares of Class A Common Stock to the Sponsor pursuant to conversion of the full amount of the principal balance of the 7GC Promissory Notes.

On November 8, 2023, Cantor and 7GC entered into the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of the Original Deferred Fee, with the remaining $4,000,000 Reduced Deferred Fee payable by 7GC to Cantor following the Closing of the Business Combination. Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee was payable in the form of the Cantor Fee Shares, calculated as a number of shares of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of filing of this resale registration statement on Form S-1, as reported by Bloomberg through its "AQR" function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction). 7GC and Cantor amended the Fee Reduction Agreement on December 28, 2023 to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 shares of Class A Common Stock and to provide that Cantor is subject to a 12 month lock-up with respect to the Cantor Fee Shares. On December 28, 2023, the Cantor Fee Shares were issued in accordance with the terms of the Fee Reduction Agreement. The Company also agreed to the Cantor Registration Rights Obligations pursuant to the Fee Reduction Agreement.

With respect to the Public Warrants and GEM Warrants issued and outstanding by the Company as of the Closing of the Business Combination, in light of the current trading price of the Class A Common Stock of the Company, which is significantly below the respective exercise prices of these warrants, Company management considers it unlikely that significant proceeds from exercises of these warrants, will be received.

If the above-described sources of funding are insufficient to satisfy our liquidity requirements, we will seek to raise additional funds through future equity or debt financings. If we raise additional funds by issuing equity securities, our stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. There can be no assurance that our efforts to procure additional financing will be successful or that, if they are successful, the terms and conditions of such financing will be favorable to us or our stockholders. If Banzai is unable to raise sufficient additional capital, through future debt or equity financings or through strategic and collaborative ventures with third parties, Banzai will not have sufficient cash flows and liquidity to fund its planned business for the next 12 months. There can be no assurances that Banzai will be able to secure alternate forms of financing at terms that are acceptable to management if at all, or to significantly increase revenues and profitability in the future. In that event, Banzai might be forced to limit many of its business plans and consider other means of creating value for its stockholders. Based on the factors described above, and after considering management’s plans, there is substantial doubt about Banzai’s ability to continue as a going concern within one year from the date the financial statements were available to be issued. The accompanying consolidated financial statements have been prepared assuming Banzai will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to this prospectus could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of the Class A Common Stock. The securities to be registered for resale pursuant to the registration statement of which this prospectus forms a part represent approximately 90.8% of the shares of Class A Common Stock outstanding as of February 2, 2024, including those shares of Class A Common Stock issuable upon exercise of the Warrants and conversion of the Notes and the shares of Class B Common Stock outstanding. In particular, after it is effective and until such time that it is no longer effective, the registration statement will permit the resale of such shares, including by the Sponsor, who has beneficial ownership of approximately 29.8% of our outstanding shares of Common Stock, and Mr. Joseph Davy, who holds approximately 61.2% of our outstanding voting power, subject, in each case, to the applicable Lock-Up Agreements (as defined below). The resale, or expected or potential resale, of a substantial number of shares of our Class A Common Stock in the public market could adversely affect the market price for the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a large number of shares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Securityholders will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

Based on the factors described above, and after considering management's plans, there is substantial doubt about Banzai's ability to continue as a going concern within one year from the date the financial statements were available to be issued. The accompanying consolidated financial statements have been prepared assuming Banzai will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

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Net cash provided by financing activities was

Net cash used in operating

Net cash provided by financing activities was $4.4 million for the year ended December 31, 2022, and was primarily related to convertible debt financing of $5.9 million ($4.1 million for related party), net of deferred offering cost payment of $1.5 million.

Net cash used in operating activities was $6.8 million for the year ended December 31, 2021. Net cash used in operating activities consists of net loss of $10.0 million, total adjustments of $3.1 million for non-cash items and the effect of changes in working capital. Non-cash adjustments include stock-based compensation expense of $0.8 million, depreciation and amortization of $0.5 million, non-cash interest expense of $0.3 million, bad debt expense of $0.2 million, amortization of debt discount and issuance costs of $0.1 million, impairment of intangible assets of $1.6 million, fair value adjustments to simple agreement for future equity of ($0.5) million, gain of loan forgiveness ($0.5) million, net of change in operating assets and liabilities of $0.7 million.

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Net cash provided by financing activities was $11.4 million

Net cash provided by financing activities was $11.4 million for the year ended December 31, 2021. Net cash provided by financing activities is primarily related to debt financing, including proceeds from term loan of $6.2 million (net of issuance cost) and proceeds from PPP loan of $0.5 million, offset by loan repayments of $0.6 million, convertible debt of $1.4 million, proceeds from simple agreement for future equity of $3.8 million, and proceeds from issuance of common stock of $0.1 million.

As of the date of this prospectus, Banzai has outstanding 11,500,000 Public Warrants to purchase 11,500,000 shares of Class A Common Stock, exercisable at an exercise price of $11.50 per share, which expire on the earlier to occur of December 14, 2028 or redemption, and the GEM Warrant to purchase 828,533 shares of Class A Common Stock, exercisable at an exercise price of $6.49 per share, which expires on the earlier to occur of December 15, 2026 or redemption. The exercise of Warrants, and any proceeds Banzai may receive from their exercise, are highly dependent on the price of Class A Common Stock and the spread between the exercise price of the Warrant and the price of Class A Common Stock at the time of exercise. For example, to the extent that the price of Class A Common Stock exceeds $11.50 per share, it is more likely that holders of Public Warrants will exercise their Public Warrants. If the price of Class A Common Stock is less than $11.50 per share, it is unlikely that such holders will exercise their Public Warrants. As of February 1, 2024, the closing price of Class A Common Stock was $1.58 per share. There can be no assurance that the Warrants will be in the money prior to their expiration. The Public Warrants under certain conditions, as described in the warrant agreement, are redeemable by Banzai at a price of $0.01 per warrant. The GEM Warrant is not redeemable and is exercisable on a cash or cashless basis; if the GEM Warrant is exercised on a "cashless basis," whether or not the GEM Warrant is in the money, Banzai will not receive cash for such exercise. As such, it is possible that Banzai may never generate any cash proceeds from the exercise of our Warrants. As of the date of this prospectus, Banzai has neither included nor intends to include any potential cash proceeds from the exercise of the Warrants in its short-term or long-term liquidity projections. Banzai will continue to evaluate the probability of warrant exercise over the life of the Warrants and the merit of including potential cash proceeds from the exercise thereof in its liquidity projections. To the extent such Warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and increase the number of shares eligible for resale in the public market.

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As of December 31 2022 14% Coupon Rate plus 1.5% PIK Term Loan, due February 2, 2025 (193 ) $ 6,307 $ $ 6,494 15.5% PIK Interest Rate convertible promissory notes, due February 2 2025 (64 ) 1,758 2,276 8% convertible promissory notes, due February 2025 1,860 (420 ) 1,440 1,489 8% PIK Interest Rate convertible promissory notes, due February 2025 (828 ) 3,272 3,425 Total debt carrying values at December 31, 2022 $ 14,282 $ (1,504 ) $ 12,777 $ $ 13,685 Debt Additions 3Q23 Related Party $ 3,650 Other 1,518 Total Debt Additions 3Q23 $ 5,168 Total principal amount at September 30, 2023 $ 19,450 Contractual Obligations and Commitments Revenue Under ASC 606, revenue is recognized throughout the life of the executed agreement. Banzai measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, Banzai recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time.

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The Financial Accounting Standards Board ("FASB") issued new guidance that created ASC 606, Revenue from Contracts with Customers ("ASC 606"), in the Accounting Standards Codification ("ASC"). ASC 606 requires the recognition of revenue when promised goods and services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The new guidance also added Subtopic ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers ("ASC 340"), to the ASC to require the deferral of incremental costs of obtaining a contract with a customer. Costs incurred to obtain a contract include sales commissions, which are capitalized and amortized to commission expense over time in accordance with the related contract's term.

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Banzai adopts guidance per ASC

Depending on the facts and circumstances, the change in fair value due to the modification may be classified differently from the rest of the change in the fair value, and the classification may vary based on the nature of, and reason for, the modification.

Banzai adopts guidance per ASC 480-10-25-14, measures the SAFE liabilities initially and subsequently at fair value, with changes in fair value recognized in earnings unless a different accounting treatment is permitted or required by other GAAP (e.g., share-settled debt that is accounted for at amortized cost by using the interest method in accordance with ASC 835-30). As the SAFEs are not legal form debt, management evaluated the modification as incurred in accordance with the guidance for equity-linked instruments. Per Section 4.4.5.2 of the EY Guide, when an equity contract that is classified as an asset or liability and measured at fair value is subsequently modified, the effect of the changed terms will be reflected in the subsequent measurement and thus will generally be recognized in earnings. Depending on the facts and circumstances, the change in fair value due to the modification may be classified differently from the rest of the change in the fair value, and the classification may vary based on the nature of, and reason for, the modification.

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Recently Issued and Adopted Accounting Pronouncements

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In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments:

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments: Credit Losses (Topic 326) ("ASU 2016-13"), which requires measurement and recognition of expected losses for financial assets held. The new standard changes the impairment model for most financial instruments, including trade receivables, from an incurred loss method to a new-forward looking approach, based on expected losses. The estimate of expected credit losses will require organizations to incorporate considerations of historical information, current conditions, and reasonable and supportable forecasts. The standards update is effective prospectively for annual and interim periods beginning after December 15, 2022 for private and smaller reporting companies. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of this standard did not have a material impact on these condensed consolidated financial statements.

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Business 30 changes

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We sell recurring subscription licenses

The first product we launched was Reach,

We sell recurring subscription licenses typical in SaaS businesses. Demio pricing tiers are based on the number of host-capable users, desired feature sets, and maximum audience size. Boost pricing tiers are based on the Demio plan to which the customer subscribes. Reach pricing is based on the number of event campaigns a customer has access to run simultaneously or the maximum number of registrations a customer is allowed to generate per subscription period. Our customer contracts vary in term length from single months to multiple years. It is common for our customers to upgrade their subscriptions to include additional licenses or additional products. For example, as of September 30, 2023, a few months after the launch of the Boost product, approximately 1.0% of Demio customers had also purchased the Boost add-on product.

The first product we launched was Reach, followed by the acquisition of Demio in 2021 and the launch of Boost in 2023. Our customer base included over 3,500 customers in 50+ countries as of the twelve months ended December 31, 2022. Our customers represent a variety of industries, including financial services, e-commerce, technology, and others. Our customers range in size from solo entrepreneurs and small businesses to members of the Fortune 500. No single customer represents more than 1% of our revenue. Since 2021, we have focused on increasing mid-market and enterprise customers for Demio. Our progress towards this is reflected in our increase in multi-host Demio customers from 23 on January 1, 2021, to 163 on March 31, 2023, a seven-fold increase.

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One of the key drivers

One of the key drivers of growth in the MarTech industry is the increasing importance of data-driven marketing. As companies collect more data on their customers' behaviors and preferences, they need more sophisticated tools to analyze this data and use it to inform and optimize their marketing strategies. This has led to a proliferation of customer data platforms, customer relationship management ("CRM") systems, analytics tools, and other solutions that help marketers make sense of their data and utilize it more effectively.

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Automation : As marketing campaigns become more complex, automation is becoming increasingly important.

Automation : As marketing campaigns become more complex, automation is becoming increasingly important. By leveraging data and AI, MarTech solutions can automate many aspects of marketing, from ad targeting to content creation, freeing up marketers' time to focus on strategy and creativity.

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To calculate our estimated SAM and TAM, Winterberry

To calculate our estimated SAM and TAM, Winterberry started with the B2B MarTech stack from acquiring and nurturing leads to executing and optimizing campaigns to managing and measuring content, data and performance. Within that value chain, Winterberry identified which components were core to the Banzai business as of the date of the Winterberry Report (i.e., measurement and attribution, demand generation, and digital events platforms) and which would be natural adjacencies and future offerings (i.e., demand generation, marketing automation, digital events platforms, account-based marketing, customer relationship management, engagement, content management systems, customer data platforms, measurement and attribution, and predictive and prescriptive analytics). The identified core components make up our SAM, and both core components and adjacent and future offerings are included in our TAM. Winterberry then sized each component individually utilizing a range of sources estimating market spending and forecasted growth rates, including Winterberry proprietary models, as well as various other market research company products and forecasts. Depending on the estimate and whether it was global or included in B2B use cases, Winterberry utilized assumptions that 25% of spend is B2B and 33% of global spend is U.S.-specific.

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Demio is a user-friendly,

Demio is a user-friendly, browser-based webinar platform with extensive data and marketing features designed to help businesses effectively engage with their audience through live events and on-demand, interactive video content. Demio enables customers to create, host, and manage webinars with ease, providing a suite of tools and features that enhance audience interaction, generate leads, and drive sales. Demio provides the following features and benefits to customers:

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Boost is a tool utilized by

In summary, Demio enables customers to create and host engaging, interactive webinars with ease, helping businesses generate leads, drive sales, and foster strong relationships with their audience.

Boost is a tool utilized by customers to enhance participation in their Demio webinars. This tool allows registered attendees to promote Demio webinars on social media platforms. Moreover, Boost offers incentives to current registrants to encourage additional signups. In this manner, registrants become promoters, with the ability to tailor promotional content for platforms such as Facebook, LinkedIn, Twitter, and email. Boost's native integration with Demio ensures a smooth user experience. Boost offers customers a series of features and benefits, as outlined below:

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Opt-ins and Privacy Compliance : Reach enables customers to

Opt-ins and Privacy Compliance : Reach enables customers to define customized privacy policy and opt-in language to help customers maintain compliance with privacy regulations such as GDPR.

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Reach can be used to drive event

Reach can be used to drive event attendance and reach leads that customers might be otherwise unable to engage. We are in the process of phasing out the Reach product.

Product Roadmap and Enhancements

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AI : We are exploring a number of additional

AI : We are exploring a number of additional AI-powered features such as text-to-voice, translation, transcription, and content generation.

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Research and Development Expenses

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Our growth strategy is to expand our platform to make it more valuable to customers and find new ways to enhance a wider range of MarTech interactions. The key elements of our growth strategy are:

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To establish and protect our proprietary rights, we rely on a combination of trademarks and trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. As of September 30, 2023, we held one registered trademark in the United States: Banzai. For more information regarding risks related to our intellectual property, please see "Risk Factors—Risks Related to Business and Industry—Failure to protect or enforce our intellectual property rights could harm our business and results of operations" and "Risk Factors—Risks Related to Business and Industry—Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business." federal, state, and foreign legal requirements on matters customary to the SaaS and MarTech industries such as data privacy and protection, employment and labor relations, immigration, taxation, anti-corruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation, and anti-competition considerations.

Government Regulation

We are subject to federal, state, and foreign legal requirements on matters customary to the SaaS and MarTech industries such as data privacy and protection, employment and labor relations, immigration, taxation, anti-corruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation, and anti-competition considerations.

Regarding privacy and communications, we are subject to the following regulatory standards and laws: the GDPR, CCPA, Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM), and others that may apply in the various regions in which we operate.

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From time to time, we

From time to time, we may be party to litigation and subject to claims incident to the ordinary course of our business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows, or financial position. We are not presently party to any legal proceedings that, in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

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Management 45 changes

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Joseph P. Davy serves as the Chief Executive Officer of Banzai and a member of Banzai's Board and prior to this, served as the Chief Executive Officer of Legacy Banzai and as a member of Legacy Banzai's board of directors since co-founding Legacy Banzai in 2016. Prior to co founding Legacy Banzai, he served as the General Manager at Avalara from 2013 to 2016. From 2012 to 2013, he served as Chief Executive Officer of Buystand. From 2012 to 2013, he also served as Customer Advisory Board Member at Microsoft Corp. Mr. Davy founded EvoApp in 2009 and served as its Chief Executive Officer and Chief Product Officer from 2009 to 2012. Prior to his service at EvoApp, Mr. Davy was a software engineer at International Business Machines Corp (IBM). Mr. Davy also served as a member of the board of directors of Legalpad Inc. from 2019 to 2022. Prior to joining IBM, Mr. Davy attended the University of North Carolina at Chapel Hill from 2007 to 2010. We believe Mr. Davy is qualified to serve on the Board due to his extensive venture capital experience and experience as founder and chief executive officer of Legacy Banzai.

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Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures, the investment arm of Telefonica (NYSE: TEF), between June 2012 and September 2016 and as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012. He began his career as a technology-focused investment banker at Morgan Stanley in 2007, where he worked on the initial public offerings for Tesla Motors, LinkedIn, and Pandora. Mr. Leeney holds a B.S. from Syracuse University. We believe Mr. Leeney is qualified to serve on the Board due to his extensive venture capital experience.

Paula Boggs has served as a member of the Board since

Non-Employee Directors

Jack Leeney has served as a member of the Board since December 2023, and prior to this, served as 7GC's Chairman and Chief Executive Officer since its inception. Since September 2016, Mr. Leeney has served as a Founding Partner of 7GC & Co Sarl and is responsible for running the firm's operations. Mr. Leeney led the firm's investments in Cheddar TV, Capsule Pharmacy, hims & hers, Jyve, Roofstock, The Mom Project, and Reliance Jio. Since 2020, he has served as a director for The Mom Project. From December 2020 to November 2022, he served as a director of PTIC, a SPAC that closed an initial business combination with RW National Holdings, LLC (d/b/a Appreciate), the parent holding company of Renters Warehouse, in November 2022. Between April 2011 and December 2016, Mr. Leeney served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. (Private), CinePapaya (acquired by Comcast), Joyent (acquired by Samsung), BOKU, Inc. (AIM: BOKU), Eventful (acquired by CBS) and Blueliv (Private). Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures, the investment arm of Telefonica (NYSE: TEF), between June 2012 and September 2016 and as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012. He began his career as a technology-focused investment banker at Morgan Stanley in 2007, where he worked on the initial public offerings for Tesla Motors, LinkedIn, and Pandora. Mr. Leeney holds a B.S. from Syracuse University. We believe Mr. Leeney is qualified to serve on the Board due to his extensive venture capital experience.

Mason Ward has served as a member of the Board since December 2023, and prior to this, has served as the Chief Financial Officer of Alco Investment Company since 2018, and served as its Controller and Finance Director from 2015 to 2018. Prior to joining Alco, Mr. Ward served as an Infantry Officer in multiple operations, logistics, risk management and fiscal operations roles during two deployments to Afghanistan with the United States Army. Mr. Ward holds a B.S. in Civil Engineering from the University of Cincinnati and a Certificate in Accounting and a Masters in Business Administration from the University of Washington, and he is also a certified public accountant (inactive). We believe Mr. Ward is qualified to serve on the Board due to his extensive finance and accounting expertise and experience.

Paula Boggs has served as a member of the Board since December 2023, and prior to this, is the founder and owner of Boggs Media, LLC, which manages Ms. Boggs' musical, public speaking, and other creative business endeavors. A former executive at the Starbucks Coffee Company, she led the global law department of Starbucks from 2002 to 2012 and was Corporate Secretary of the Starbucks Foundation. Prior to that, Ms. Boggs was a Vice President of Legal for products, operations and information technology at Dell Computer Corporation from 1997 to 2002 and also held the role of Senior Deputy General Counsel starting in June 1997. Before joining Dell, Ms. Boggs was a partner with the law firm of Preston Gates & Ellis LLP from 1995 to 1997. Ms. Boggs is also a voting member and Pacific Northwest Chapter Governor of the Recording Academy, and serves on the Newport Festivals Foundation board, overseeing both the Newport Jazz Festival and Newport Folk Festival. She was previously on the board of Fender; a member of the Board of Premera Blue Cross and chair of its compensation and investments committees; a member of the Nominating/Trusteeship, Audit/Compliance (including six years as the chair of the audit committee) and Executive Committees of Johns Hopkins University's board of trustees; a member of the Executive Committee of KEXP Radio, an affiliate of National Public Radio and the University of Washington; a member of the audit committee for School of Rock LLC; a member of the American Bar Association board of governors, chairing its investments committee; a member of the President's Committee for the Arts and the Humanities from 2013 through 2017; a member of the White House Council for Community Solutions from 2010 to 2012; a member of the audit and nominating committee of the American Red Cross; and a member of the board of Sterling Financial Inc. Ms. Boggs holds a B.A. from Johns Hopkins University and a J.D. from the University of California at Berkeley. We believe Ms. Boggs is qualified to serve on the Board due to her extensive governance and Fortune 500 experience with high-growth companies.

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One of the key functions of the Board is informed oversight of the Company's risk management process. The Board does not currently have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Company's audit committee (the "Audit Committee") has the responsibility to consider and discuss the Company's major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Company's audit committee also monitors compliance with legal and regulatory requirements. The Company's compensation committee (the "Compensation Committee") assesses and monitors whether the Company's compensation plans, policies and programs comply with applicable legal and regulatory requirements. See " Description of Securities—Anti-Takeover Effects of Delaware Law and the Proposed Charter—Staggered Board ." Composition of the Board The Company’s business and affairs is managed under the direction of the Board. The Board currently consists of five members, with Joseph Davy serving as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company’s management. The Board meets on a regular basis and additionally as required.

Composition of the Board

The Company's business and affairs is managed under the direction of the Board. The Board currently consists of five members, with Joseph Davy serving as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company's management. The Board meets on a regular basis and additionally as required.

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At each annual meeting of stockholders, the successors to

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in the Company's control or management. Directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all outstanding shares of capital stock of the Company entitled to vote at an election of directors, voting together as a single class.

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The Chief Executive Officer and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

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The Compensation Committee consists of Mason Ward, who serves as the chairperson, Paula Boggs and William Bryant. Each member is independent under the listing standards of Nasdaq, including Nasdaq's controlled company exemption which is discussed below, and a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of the Compensation Committee will be to discharge the responsibilities of the Board in overseeing the Company's compensation policies, plans, and programs and to review, approve, and/or recommend the compensation to be paid to its executive officers, directors, and other senior management, as appropriate. Specific responsibilities of the Compensation reviewing and recommending to the Company’s Board the compensation of the Chief Executive Officer and other executive officers; Committee include:

reviewing and recommending to the Company's Board the compensation of the Chief Executive Officer and other executive officers;

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Specific responsibilities of the Nominating and Corporate Governance Committee include:

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However, the Company does not currently intend to take advantage of any of these exemptions.

As a "controlled company," the Company may elect to rely on some or all of these exemptions. However, the Company does not currently intend to take advantage of any of these exemptions.

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However, these provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Our Charter eliminates each director's liability for monetary damages for breaches of fiduciary duty as a director, except to the extent prohibited by law, unless a director violated his or her duty of loyalty to the Company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. The Charter eliminates directors' liability for monetary damages to the fullest extent permitted by applicable law. Our Charter requires the Company to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors, officers, and agents and prohibit any retroactive changes to the rights or protections or increase the liability of any director in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. We believe these provisions in our Charter are necessary to attract and retain qualified persons as directors and officers. However, these provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

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Our named executive officers for the fiscal year ended December 31, 2022, 2023, consisting of our principal executive officer and the next three most highly compensated executive officers, were:

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Simon Baumer, our Chief Technology Officer;

Rachel Stanley, our Vice President of Revenue.

Mark Musburger, our Chief Financial Officer; and

Ashley Levesque, our Vice President of Marketing. and

2022 2023 Summary Compensation Table

The following table presents the compensation paid or awarded to our named executive officers with respect to the fiscal year years ended December 31, 2023 and, to the extent required by SEC disclosure rules, December 31, 2022.

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Chief Technology Officer

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and 16 more changes in the filing

Related-party transactions 20 changes

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and 20 more changes in the filing

Principal securityholders 14 changes

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Selling securityholders 130 changes

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and 130 more changes in the filing

Material united states federal income tax consequences 20 changes

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Plan of distribution 11 changes

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and 11 more changes in the filing

Index to financial statements 5 changes

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Financial statements 3 changes

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Notes to the financial statements 5 changes

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Note 1: Description of Organization and Business Operations 20 changes

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Note 5: Commitments & Contingencies 21 changes

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Note 1: Organization 8 changes

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Note 2: Going Concern 5 changes

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Note 4: Revenue 25 changes

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Note 8: Accrued and Other Current Liabilities 9 changes

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Note 9: Deferred Revenue 4 changes

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Note 10: Debt 37 changes

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Note 16: Subsequent Events 147 changes

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Note 3: Summary of Significant Accounting Policies 36 changes

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and 36 more changes in the filing

Note 4: Business Combinations & Asset Acquisitions 4 changes

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Note 5: Asset Disposal 4 changes

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Note 7: Fair Value Measurements 5 changes

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Note 8: Property and Equipment 2 changes

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Note 15: Commitments and Contingencies 12 changes

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Note 16: Equity 6 changes

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Note 18: Income Taxes 3 changes

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Indemnification of Directors and Officers 12 changes

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Recent Sales of Unregistered Securities 8 changes

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Exhibits 53 changes

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and 53 more changes in the filing

Undertakings 5 changes

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and 5 more changes in the filing