Banzai International: securities offering (amended)

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As filed with the Securities and Exchange Commission on April 22 May 16, 2024

Registration No. 333- 333-278871

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Ron Ben-Bassat, Esq.

Eric Victorson, Esq.

Sullivan & Worcester LLP

1251 Avenue of the Americas

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SUBJECT TO COMPLETION-DATED APRIL 22, MAY 16, 2024

Up to 17,647,058 Shares of Class A Common Stock

Common Warrants to Purchase up to 17,647,058 shares of Class A Common Stock

Pre-Funded Warrants to Purchase up to 17,647,058 shares of Class A Common Stock

Up to 17,647,058 shares of Class A Common Stock underlying the Common Warrants

Up to 17,647,058 shares of Class A Common Stock underlying the Pre-Funded Warrants

Banzai International, Inc. is offering, on a best efforts basis, up to $ of 17,647,058 shares of our Class A common stock, par value $0.0001 per share ("Class A Common Stock"), together with common warrants to purchase up to 17,647,058 shares of Class A Common Stock, (the "Common Warrants"). Each share of our Class A Common Stock, or pre-funded warrant in lieu thereof (the "Pre-Funded Warrants"), is being sold together with a Common Warrant. The shares of Class A Common Stock and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering.

We have assumed a public offering price of $ $0.34 per share and accompanying Common Warrant, based on the last reported sale price of our Class A Common Stock on , May 10, 2024. The Common Warrants will be exercisable immediately, have an assumed initial exercise price of $ $0.34 per share, and will expire five years from the date of issuance. The actual public offering price will be determined between us, and A.G.P./Alliance Global Partners (whom we refer to herein as "AGP" or the "Placement Agent") and the investors in the offering at pricing and may be at a discount to the current market price of our Class A Common Stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

We are also offering Pre-Funded Warrants to purchase up to 17,647,058 shares of Class A Common Stock to those purchasers whose purchase of shares of Class A Common Stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A Common Stock immediately following the consummation of this offering, in lieu of shares of Class A Common Stock that would result in beneficial ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A Common Stock. Each Pre-Funded Warrant is exercisable for one share of our Class A Common Stock and has an exercise price of $0.0001 per share. Each Pre-Funded Warrant is being offered together with the a Common Warrants. Warrant. The Pre-Funded Warrants and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. For each Pre-Funded Warrant that we sell, the number of shares of Class A Common Stock we are offering will be reduced on a one-for-one basis.

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The shares of our Class A Common Stock, Pre-Funded Warrants or Common Warrants being offered will be sold in a single closing. The shares issuable upon exercise of the Pre-Funded Warrants or Common Warrants will be issued upon the exercise thereof. The offering is being conducted on a best effort basis and there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. We may sell fewer than all of the securities offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. The offering of the shares of our Class A Common Stock, Pre-Funded Warrants or Common Warrants will terminate no later than , June 10, 2024; however, the shares of our Class A Common Stock underlying the Pre-Funded Warrants and the Common Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act").

Our Class A Common Stock is listed on The Nasdaq Global Market, under the symbol "BNZI." On April 19, May 10, 2024, the last reported sale price of our Class A Common Stock was $0.37 $0.34 per share. We do not intend to list the Pre-Funded Warrants or the Common Warrants offered pursuant to this prospectus on any national securities exchange or other nationally recognized trading system.

As of May 10, 2024, our Chief Executive Officer, Chairman and Director, Joseph Davy, held 54.5% of the total outstanding voting power of the outstanding common stock of the Company. Following the completion of this offering, assuming the maximum amount of shares of Class A Common Stock being offered for sale in this offering is subscribed for, Mr. Davy will no longer own a majority of the total outstanding voting power of the outstanding common stock of the Company. As a result, we will no longer be a "controlled company" under the corporate governance rules for Nasdaq-listed companies. We have not elected to avail ourselves of the "controlled company" exemptions from certain corporate governance requirements as permitted under Nasdaq rules and, therefore, will have no additional corporate governance requirements with which to comply upon the loss of our "controlled company" status.

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See the section entitled " Risk Factors " beginning on page 13 14 of this prospectus to read about factors you should consider before buying our securities.

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Does not include certain expenses of the Placement Agent. See "Plan of Distribution" beginning on page 122 of this prospectus for additional information regarding compensation to be received by the Placement Agent.

Upon the closing of this offering, we will pay the Placement Agent a cash placement commission equal to 7.0% of the aggregate gross proceeds to us from the sale of the shares of Class A Common Stock, or Pre-Funded Warrant in lieu thereof, together with the Common Warrants sold in this offering; provided, however, that for certain identified purchasers of shares of Class A Common Stock, or Pre-Funded Warrant in lieu thereof, sold in this offering (each, an "Identified Purchaser"), we will pay the Placement Agent a cash placement commission equal to 3.0% of the aggregate gross proceeds to us from the sale of the shares of Class A Common Stock, or Pre-Funded Warrant in lieu thereof, together with the Common Warrants sold in this offering (collectively, the "Cash Fee"). Notwithstanding the foregoing, the Cash Fee will be reduced by $25,000 to be paid to the Company's financial advisor in connection with this offering. We have also agreed to reimburse the Placement Agent at closing (i) for legal and other expenses incurred by it in connection with the offering in an aggregate amount of up to $75,000, and (ii) non-accountable expenses payable to the Placement Agent of up to $10,000. We have also agreed to issue to the Placement Agent, or its designees, warrants (the "Placement Agent Warrants") to purchase up to 1,058,823 shares of Class A Common Stock, which number of shares of Class A Common Stock is equal to 6.0% of the aggregate number of shares of Class A Common Stock sold in this offering (including the shares of Class A Common Stock issuable upon the exercise of the Pre-Funded Warrants sold in this offering); provided, however, that with respect to any shares of Class A Common Stock sold in this offering to an Identified Purchaser, we have agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase shares of Class A Common Stock equal to 2.0% of the aggregate number of shares of Common Stock sold in this offering to Identified Purchasers. The registration statement of which this prospectus is a part also registers for sale the Placement Agent Warrants and the shares of Class A Common Stock underlying the Placement Agent Warrants. See "Plan of Distribution" for a complete description of compensation payable to the Placement Agent.

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Prospectus summary 29 changes

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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 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. The Business Combination is described in further detail in the section titled "Business" beginning on page 70. 78.

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On May 3, 2024, we and Yorkville entered into the Debt Repayment Agreement (as defined below). Please see "—Recent Developments" for more information.

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At Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant granting GEM the right to purchase 828,533 shares at an exercise price of $6.49 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained in those warrants (See "Description of Securities-Warrants-GEM Warrant"). The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the date of issuance, the GEM Warrant has not been exercised in full and the average closing price per share 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 Class A Common Stock, or securities convertible into or exercisable or exchange for, shares of Class A 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 Class A Common Stock or other securities. The issuance of shares of Class A Common Stock in this offering may cause such an adjustment in the exercise price of the GEM Warrant.

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We intend to use a portion of the proceeds from the sale of our securities in this offering to repay an aggregate amount of $2 million outstanding under the Yorkville Promissory Notes. In connection with the contemplated repayment, we and Yorkville entered into a Debt Repayment Agreement on May 3, 2024 (the "Debt Repayment Agreement"), pursuant to which, upon receipt of such payment, Yorkville has agreed to not deliver to us any Investor Notice under the SEPA and to not exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes for a period commencing on the date of the closing of this offering and ending on the date that is 90 days thereafter. Under the Debt Repayment Agreement, we and Yorkville also agreed to extend the Maturity Date of the Promissory Notes to the date that is 120 days after the closing of this offering and to satisfy the $200,000 Payment Premium (as defined in the Yorkville Promissory Notes) due in connection with our early redemption through the issuance of an Advance Notice for shares of Class A Common Stock.

Between January 1, 2024 and May 15, 2024, 3,242,543 shares of Class A Common Stock had been issued upon conversion of the Yorkville Promissory Notes and the aggregate principal amount remaining outstanding under the Yorkville Promissory Notes as of May 10, 2024 was $2,700,000.

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Our executive officers and directors collectively beneficially own approximately 74.81% 72.62% of the voting power of our outstanding 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.

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Up to (i) 17,647,058 shares of Class A Common Stock, based on an assumed public offering price of $ , $0.34, the closing price of our Class A Common Stock on , May 10, 2024.

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Each share of our Class A Common Stock or Pre-Funded Warrant in lieu thereof is being sold together with a Common Warrant. Each Common Warrant will be exercisable immediately for one share of our Class A Common Stock, have an assumed initial exercise price of $ $0.34 per share (based on an assumed public offering price of $ 0.34 , the closing price of our Class A Common Stock on May 10 , 2024), and will expire five years from the date of issuance. The shares of Class A Common Stock or Pre-Funded Warrants, respectively, and Common Warrants are immediately separable and will be issued separately in this offering, but must initially be purchased together in this offering.

Placement Agent Warrants

We have agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase up to 1,058,823 shares of Class A Common Stock, which is equal to 6.0% of the aggregate number of shares of Class A Common Stock sold in this offering (including the shares of Class A Common Stock issuable upon the exercise of the Pre-Funded Warrants sold in this offering) at an exercise price per share equal to 110.0% of the purchase price per share of Class A Common Stock sold in this offering. Notwithstanding the foregoing, in the event any shares of Class A Common Stock sold in this offering are sold to an Identified Purchaser, we will issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase shares of Class A Common Stock equal to 2.0% of the aggregate number of shares of Class A Common Stock sold in this offering to such Identified Purchasers. The Placement Agent Warrants will be exercisable on the date that is 180 days from the commencement of sales of the securities in this offering and will expire five years from the commencement of sales under this offering. The registration statement of which this prospectus is a part registers for sale the Placement Agent Warrants and the shares of Class A Common Stock underlying the Placement Agent Warrants.

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We estimate that the net proceeds to us from this offering will be approximately $ $5.4 million based on an assumed offering price of $0.34 per share and accompanying Common Warrant, which was the last reported sale price of our Class A Common Stock on May 10, 2024, after deducting Placement Agent fees and commissions and estimated offering expenses.

We intend to use the net proceeds from the sale of our securities in this offering to pay off a portion of the currently outstanding Yorkville Promissory Notes, and for general corporate purposes, including working capital, operating expenses and capital expenditures. See "Use of Proceeds."

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Unless otherwise indicated, all information contained in this prospectus assumes the sale of all of the shares offered hereby at an assumed public offering price of $ $0.34 per share and accompanying Common Warrant, no sale of any Pre-Funded Warrants, and no exercise of any Common Warrants. The number of shares of our Class A Common Stock that are and will be outstanding immediately before and after this offering as shown above is based on 18,073,145 19,322,460 shares of our Class A Common Stock outstanding as of April 12, May 10, 2024. The number of shares of Class A Common Stock outstanding as of April 12, May 10, 2024, as used throughout this prospectus, unless otherwise indicated, excludes, as of that date:

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828,533 shares issuable upon exercise of the GEM Warrant;

7,042,253 shares issuable upon conversion of Yorkville Promissory Notes; and • 2,311,134 shares issuable upon conversion of outstanding shares of Class B Common Stock.

The following table includes information relating to the shares of Class A Common Stock, Common Warrants, and Pre-Funded Warrants offered hereby.

Public offering price

Placement Agent Fees (1)

Proceeds to us, before expenses (2)

Does not include certain expenses of the Placement Agent. See "Plan of Distribution" beginning on page 122 of this prospectus for additional information regarding compensation to be received by the Placement Agent.

The amount of proceeds, before expenses, to us does not give effect to any exercise of the Pre-funded Warrants or Common Warrants.

828,533 shares issuable upon exercise of the GEM Warrant with an exercise price of $6.49 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants (See "Description of Securities-Warrants-GEM Warrant");

2,142,857 shares issuable for repayment of the GEM Promissory Note based on a VWAP of $0.3267;

802,087 2,145,873 shares issuable upon exercise of outstanding stock options with a weighted average exercise price of $6.04; $3.95 granted through May 15, 2024;

673,253 892,543 shares issuable upon vesting of outstanding restricted stock units granted through May 15, 2024;

657,466 665,388 shares issuable upon conversion of Senior Convertible Notes;

340,136 shares issued to Yorkville on May 15, 2024 in connection with Yorkville's delivery of an Investor Notice pursuant to the Yorkville Promissory Notes;

9,183,673 shares issuable upon conversion of Yorkville Promissory Notes in the event we do not redeem a portion of the Yorkville Promissory Notes pursuant to the Debt Repayment Agreement (or up to 2,380,952 shares issuable upon conversion of Yorkville Promissory Notes in the event we do redeem a portion of the Yorkville Promissory Notes pursuant to the Debt Repayment Agreement);

2,311,134 shares issuable upon conversion of outstanding shares of Class B Common Stock; and • 17,647,058 shares issuable upon exercise of the Common Warrants and up to 1,058,823 shares issuable upon exercise of the Placement Agent Warrants to be issued in this offering.

Risk factors 25 changes

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We have incurred significant operating losses since our inception, including operating losses of $9.8 million, and $6.2 million, $3.6 million and $2.4 million in the years ended December 31, 2023, and 2022 and the three months ended March 31, 2024 and 2023, 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 year ended December 31, 2023 and December 31, 2022 and the three months ended March 31, 2024 and March 31, 2023, respectively, 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 Class A Common Stock.

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If you purchase securities in this offering, the value of your shares based on our net tangible book value will immediately be less than the offering price you paid. This reduction in the value of your equity is known as dilution. At the assumed public offering price of $ $0.34 per share, purchasers of common stock in this offering will experience immediate dilution of approximately $ $(1.07) per share. See "Dilution."

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The Common Warrants will be exercisable for five years from the date of initial issuance at an assumed exercise price of $ $0.34 per share (assuming an exercise price equal to % 100% of the assumed public offering price per share of Class A Common Stock). There can be no assurance that the market price of the Class A Common Stock will ever equal or exceed the exercise price of the Common Warrants. In the event that our Class A Common Stock price does not exceed the exercise price of the Common Warrants during the period when the Common Warrants are exercisable, a holder of the Common Warrants may be unable to profit from exercising such Common Warrants before they expire.

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The Common Warrants may not have any value.

Each Common Warrant has an exercise price per share equal to the public offering price of the shares of Class A Common Stock in this offering and expires on the fifth anniversary of its original issuance date. In the event the market price per share of Class A Common Stock does not exceed the exercise price of the Common Warrants during the period when the Common Warrants are exercisable, the Common Warrants may not have any value.

The best efforts structure of this offering may have an adverse effect on our business plan.

The Placement Agent is offering the shares of Class A Common Stock, Common Warrants and Pre-Funded Warrants in this offering on a best efforts basis. The Placement Agent is not required to purchase any securities, but will use its best efforts to sell the securities offered. As a "best efforts" offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated or will result in any proceeds being made available to us or, if consummated, the amount of proceeds to be received. The success of this offering will impact our ability to use the proceeds to execute our business plan. An adverse effect on the business may result from raising less than anticipated and from the fact that there is no minimum raise.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement.

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We currently intend to use the net proceeds from the sale of our securities in this offering to pay off a portion of the currently outstanding Yorkville Promissory Notes, and for general corporate purposes, including working capital, operating expenses and capital expenditures. Except for the proceeds we intend to use to pay off a portion of the currently outstanding Yorkville Promissory Notes, we have not reserved or allocated specific amounts for any of these purposes, and we cannot specify with certainty how we will use the net proceeds (see "Use of Proceeds"). Accordingly, our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. We may use the net proceeds for corporate purposes that do not increase our operating results or market value.

Our use of proceeds may not increase the value of your investment.

The use of a portion of the proceeds from the sale of our securities in this offering to pay off the Yorkville Promissory Notes instead of using such proceeds for working capital or otherwise in furtherance of the Company's business objectives may not increase the value of your investment.

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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 acquire complementary businesses and technologies. For the years ended December 31, 2023 and 2022, Legacy Banzai's net cash used in operating activities was $1.6 million and $5.2 million, respectively. As of March 31, 2024, December 31, 2023 and 2022, Banzai and Legacy Banzai, respectively, had $1.0 million, $2.1 million and $1.0 million of cash, respectively, which was held for working capital purposes. As of March 31, 2024, December 31, 2023 and 2022, Banzai and Legacy Banzai, respectively, had borrowings of $16.8 million, $16.2 million and $13.7 million, respectively, outstanding under its term loans and promissory notes.

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On February 5, 2024, we issued the GEM Promissory Note, which is convertible upon nonpayment of and in lieu of a monthly payment in the amount of $100,000, payable for ten months on the first of the month starting on March 1, 2024. The GEM Promissory Note provides for the issuance of shares of Class A Common Stock at a conversion price equal to the VWAP of the trading day immediately preceding the applicable payment due date. As of the date of this prospectus, we have issued an aggregate of 302,160 562,803 shares of Class A Common Stock to GEM in lieu of monthly payment obligations.

The shares of Class A Common Stock issuable pursuant to the GEM Warrant and the GEM Promissory Note, to the extent exercised, converted and issued, would impose significant dilution on our stockholders. Based on Under the total number of shares terms of Class A Common Stock outstanding the GEM Warrant and the GEM Promissory Note, as of April 12, May 10, 2024, and a stock price of $0.44, up to 828,533 and 1,793,722 2,142,857 additional shares of Class A Common Stock may be issued assuming full exercise and conversion (and no adjustments to the exercise or conversion price thereof) of each of the GEM Warrant and the GEM Promissory Note, respectively, which would reflect approximately 4.4% 3.7% or 9.0% 9.6% respectively, of the outstanding shares of our Class A Common Stock as of April 12, May 10, 2024 after giving effect to such issuances.

Further, the shares of Class A Common Stock issuable pursuant to the Senior Convertible Notes, to the extent exercised, converted and issued, would impose significant dilution on our stockholders. Based on the total number of shares of Class A Common Stock outstanding as of April 12, May 10, 2024, and a stock price of $0.44, $0.34, up to 657,466 665,388 additional shares of Class A Common Stock may be issued assuming full conversion (and no adjustments to the conversion price thereof) of the Senior Convertible Notes, which would reflect approximately 3.5% 3.3% of the outstanding shares of our Class A Common Stock as of April 12, May 10, 2024 after giving effect to such issuances. issuance.

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Additionally, at any time during the commitment period, provided there is a balance remaining outstanding under a Yorkville Promissory Note, Yorkville may deliver an Investor Notice, causing an Advance Notice to be deemed delivered to Yorkville, subject to certain conditions. As of April 12, May 15, 2024, 2,233,735 3,242,543 shares of Class A Common Stock had been issued upon conversion of the Yorkville Promissory Notes and the aggregate principal amount remaining outstanding under the Yorkville Promissory Notes was $3,000,0000. $2,700,000. In addition, 710,025 shares of Class A Common Stock had been issued in satisfaction of a deferred fee payment in the amount of $500,000. Assuming that (a) we issue and sell the full $100 million of shares of Class A Common Stock under the SEPA to Yorkville, (b) there are no beneficial ownership limitations, and (c) the issue price for such sales is $1.00 or $3.00 per share, such additional issuances would represent in the aggregate approximately 100,000,000 or 33,333,333 additional shares of Class A Common Stock, respectively, or approximately 553% 518% or 184% 173% of the total number of shares of Class A Common Stock outstanding as of April 12, May 10, 2024, after giving effect to such issuance.

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Shares of our Class B Common Stock have 10 votes per share, while shares of our 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, holds all of the issued and outstanding shares of Class B Common Stock. Accordingly, Mr. Davy held, directly or indirectly, approximately 56.1% 54.5%% of our outstanding voting power as of April 12, May 10, 2024 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.

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Because Mr. Davy currently 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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Following the completion of this offering, assuming the maximum amount of shares of Class A Common Stock being offered for sale in this offering is subscribed for, Mr. Davy will no longer own a majority of the total outstanding voting power of the outstanding common stock of the Company. As a result, we will no longer be a "controlled company" under the corporate governance rules for Nasdaq-listed companies.

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Legacy Banzai did not design or maintain an effective control environment under the rules and regulations of the SEC. Accordingly and specifically, (i) management does not have appropriate IT general control controls in place over change management, user access, cybersecurity, and reviews of service organizations, (ii) management does not have suitable entity level controls in place in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013) ("COSO"), including reviews of the financial statements, and certain entity level controls were not performed by management, and (iii) pervasive transactional and account level reconciliations and analyses are not performed, or not performed with sufficient detail to prevent or detect a material weakness. These issues related to managements controls over the review of complex significant transactions, complex debt and equity, income and sales taxes, & revenue recognition.

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Our executive officers and directors collectively beneficially own approximately 74.81% 72.6% of the voting power of our outstanding 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 and directors, in the aggregate, beneficially own approximately 74.81% 72.6% of the voting power of our outstanding shares of Common Stock as of the date of this prospectus, based on the number of shares outstanding as of April 12, May 10, 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 our Class A Common Stock.

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Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to the Registration Statement on Form S-1 (File No. 333-276307) (the "S-1 Registration Statement") 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. In particular, until such time as it is no longer effective, the S-1 Registration Statement permits the resale of shares held by the Sponsor, who has beneficial ownership of approximately 12.3% 26.2% of our outstanding shares of Class A Common Stock, and Mr. Joseph Davy, who holds approximately 56.1% 10.7% of outstanding Common Stock of the Company, including shares of both Class A Common Stock and Class B Common Stock and approximately 54.5% of our outstanding voting power, subject, in each case, to the applicable lock-up periods. 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 registered pursuant to the S-1 Registration Statement, the selling securityholders will continue to offer the securities covered thereby pursuant to the S-1 Registration Statement 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 any of our registration statements may continue for an extended period of time. We may also file additional registration statements in connection with the possible sale of other securities.

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As of the date of this prospectus, the market price of our Class A Common Stock is below $10.00 per share, which was the price per unit sold in the IPO, the per-share value of the consideration issued to Legacy Banzai stockholders upon consummation of the Business Combination. However, certain of our stockholders hold shares of Class A Common Stock that were originally purchased by the Sponsor in a private placement prior to the IPO ("Founder Shares") and may nonetheless be inclined to sell such Founder Shares, as they were originally purchased at an effective price significantly less than $10.00 per share. The currently outstanding 5,064,110 Founder Shares, representing 28.0% 26.2% of our Class A Common Stock as of April 12, May 10, 2024, were purchased at an effective price of $0.0050 per share. 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 April 19, May 10, 2024, the closing price of our Class A Common Stock was $0.37. $0.34. Based on this closing price, the aggregate sales price of the Founder Shares would be approximately $1.9 $1.7 million.

7 unchanged paragraphs

Use of proceeds 4 changes

We estimate that the net proceeds to us from this offering from the sale of the securities will be approximately $ million, after deducting the Placement Agent fees and estimated offering expenses.

We estimate that the net proceeds to us from this offering from the sale of the securities will be approximately $5.4 million based on an assumed offering price of $0.34 per share and accompanying Common Warrant, which was the last reported sale price of our Class A Common Stock on May 10, 2024, after deducting the Placement Agent fees and estimated offering expenses. This amount excludes the proceeds, if any, from the exercise of the Common Warrants issued in this offering. If all of the Common Warrants sold in this offering were to be exercised in cash at an assumed exercise price of $0.34 per share, we would receive additional net proceeds of approximately $6.0 million. We cannot predict when or if these Common Warrants will be exercised. It is possible that the Common Warrants may expire and may never be exercised.

We intend to use the net proceeds from the sale of our securities in this offering to pay off a portion of the currently outstanding Yorkville Promissory Notes and for general corporate purposes, including working capital, operating expenses and capital expenditures. Our management will have broad discretion in the application of the net proceeds.

We plan to use $2.0 million of the net proceeds from this offering to repay a portion of indebtedness owed to Yorkville pursuant to the Yorkville Promissory Notes. As of May 10, 2024, we had $2.8 million aggregate principal amount outstanding under the Yorkville Promissory Notes. Each of the Yorkville Promissory Notes accrues interest at a rate of 0.0% per annum, which rate increases to 18% per annum upon the occurrence of an Event of Default (as defined in the Yorkville Promissory Notes) for so long as such event remains uncured. The maturity date of each of the Yorkville Promissory Notes is expected to be extended to the date that is 120 days after the repayment of a portion of the Yorkville Promissory Notes described above is completed. The proceeds from the Yorkville Promissory Notes were used for working capital.

1 unchanged paragraph

Market information for class a common stock and dividend policy 1 change

Our Class A Common Stock is currently listed on The Nasdaq Global Market under the symbol "BNZI." Our Public Warrants are currently listed on The Nasdaq Capital Market under the symbol "BNZIW." As of April 12, May 10, 2024, there were 46 holders of record of our Class A Common Stock and one holder of record of our Public Warrants. These numbers do not include beneficial owners whose securities were held in street name.

16 unchanged paragraphs

Capitalization 15 changes

The following table sets forth our cash, as well as our capitalization, as of December March 31, 2023, 2024, as follows:

1 unchanged paragraph

On an as adjusted basis, giving effect to the assumed sale by us of 17,647,058 shares of common stock in this offering at an assumed public offering price of $ $0.34 per share and accompanying Common Warrant, after deducting the Placement Agent fees and other estimated offering expenses payable by us, and the anticipated use of the net proceeds from this offering to pay off a portion of the currently outstanding Yorkville Promissory Notes as described under "Use of Proceeds".

You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our financial statements for the period ended December March 31, 2023, 2024, and the related notes thereto, that appear elsewhere in this prospectus.

1 unchanged paragraph

Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 0 shares issued and outstanding $ — $ — Common stock, $0.0001 par value, 275,000,000 shares (250,000,000 Class A Common Stock and 25,000,000 Class B Common Stock) authorized; 20,221,589 shares (17,910,455 Class A Common Stock and 16,019,256 2,311,134 Class B Common Stock) issued and outstanding, actual, and 37,868,647 shares (13,708,122 (35,557,513 Class A Common Stock and 2,311,134 Class B Common Stock) issued and outstanding, as adjusted $ 1,602 2,022 $ — 3,787 Additional paid-in capital $ 14,888,593 20,421,999 $ 25,846,109 Accumulated deficit $ (46,766,324 (51,266,596 ) $ (51,266,596 ) Total stockholders' deficit $ (31,876,129 (30,842,575 ) $ (25,416,700 ) The number of shares of Class A Common Stock to be outstanding immediately after giving effect to this offering as shown above is based on 18,073,145 shares of Class A Common Stock outstanding as of April 12, 2024, and excludes: as of such date:

1,412,005 shares issued by us in the aggregate between March 31, 2024 and May 10, 2024;

1 unchanged paragraph

828,533 shares issuable upon exercise of the GEM Warrant;

7,042,253 shares issuable upon conversion of Yorkville Promissory Notes; and • 2,311,134 shares issuable upon conversion of outstanding shares of Class B Common Stock.

828,533 shares issuable upon exercise of the GEM Warrant with an exercise price of $6.49 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants (See "Description of Securities-Warrants-GEM Warrant");

2,142,857 shares issuable for repayment of the GEM Promissory Note based on a VWAP of $0.3267;

802,087 2,145,873 shares issuable upon exercise of outstanding stock options with a weighted average exercise price of $6.04; $3.95 granted through May 15, 2024;

673,253 892,543 shares issuable upon vesting of outstanding restricted stock units granted through May 15, 2024;

657,466 665,388 shares issuable upon conversion of Senior Convertible Notes;

340,136 shares issued to Yorkville on May 15, 2024 in connection with Yorkville's delivery of an Investor Notice pursuant to the Yorkville Promissory Notes;

9,183,673 shares issuable upon conversion of Yorkville Promissory Notes in the event we do not redeem a portion of the Yorkville Promissory Notes pursuant to the Debt Repayment Agreement (or up to 2,380,952 shares issuable upon conversion of Yorkville Promissory Notes in the event we do redeem a portion of the Yorkville Promissory Notes pursuant to the Debt Repayment Agreement);

2,311,134 shares issuable upon conversion of outstanding shares of Class B Common Stock; and • 17,647,058 shares issuable upon exercise of the Common Warrants and up to 1,058,823 shares issuable upon exercise of the Placement Agent Warrants to be issued in this offering.

Dilution 3 changes

1 unchanged paragraph

Our historical net tangible (negative) book value as of December March 31, 2023, 2024, was $(34,047,655), $(33,014,101), or $(2.13) $(1.63) per share of Class A Common Stock based on 13,708,122 17,910,455 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of December March 31, 2023. 2024. Historical net tangible book value per share is calculated by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number of shares of Common Stock outstanding as of such date.

After giving effect to the assumed sale by us of 17,647,058 shares of Class A Common Stock at an assumed public offering price of $ $0.34 per share (without attributing any value to the Common Warrants), and after deducting the Placement Agent fees and estimated offering expenses payable by us, our as adjusted net tangible negative book value as of December March 31, 2023 2024 would have been approximately $( ) $(27.6) million or $( ) $(0.73) per share of Class A Common Stock. This represents an immediate increase in the net tangible negative book value of $ $0.90 per share to our existing shareholders and an immediate and substantial dilution in net tangible book value of $ $(1.07) per share to new investors. The following table illustrates this hypothetical per share dilution:

1 unchanged paragraph

Historical net tangible negative book value per share as of December March 31, 2023 $ 2024 (1.63 ) Increase in net tangible negative book value, as adjusted, per share attributable to this offering $ 0.90 As adjusted net tangible negative book value per share as of December March 31, 2023, 2024, after giving effect to this offering $ (0.73 ) Dilution per share to new investors purchasing shares in this offering $ (1.07 ) A $1.00 $0.10 increase (decrease) in the assumed combined public offering price per share of Class A Common Stock would result in an incremental increase (decrease) in our as adjusted net tangible negative book value of approximately $ $1.7 million, or approximately $ per share, and would result in an incremental increase (decrease) in the dilution to new investors of approximately $ $0.05 per share, assuming that the number of shares of our Class A Common Stock sold by us remains the same and after deducting the Placement Agent fees and estimated offering expenses payable by us.

1 unchanged paragraph

MD&A 120 changes

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated audited financial statements and related notes, and our interim condensed consolidated financial statements and related notes, that appear elsewhere in this prospectus, as well as the section entitled "Business." 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.

4 unchanged paragraphs

Banzai generated revenue of $4.6 million, and $5.3 million, $1.1 million and $1.2 million in the years ended December 31, 2023 and 2022 and the three months ended March 31, 2024 and 2023, respectively. Banzai has incurred significant net losses since inception, including net losses of $14.4 million, and $15.5 million, $4.5 million and $3.8 million in the years ended December 31, 2023 and 2022 and the three months ended March 31, 2024 and 2023, respectively. Banzai had an accumulated deficit of $46.8 million, and of $32.4 million and $51.3 million as of December 31, 2023 and 2022 and March 31, 2024, respectively.

2 unchanged paragraphs

The following table presents the percentage of Banzai's revenue generated from Demio for the years ended December 31, 2023 and 2022 and the three months ended March 31, 2024 and 2023 as compared to their other SaaS products.

65 unchanged paragraphs

Loss on debt issuance

3 unchanged paragraphs

Loss on modification of simple agreement for future equity - related party nm (1,602 ) -100.0 % Change in fair value of simple agreement for future equity — (23 ) -100.0 % (208 ) (516 ) -167.5 % Change in fair value of simple agreement for future equity - related party (303 (2,752 (6,830 ) -167.5 % ($ in Thousands) Year Ended December 31, 2023 Year Ended December 31, 2022 Year-over- Year $ Year-over- Year% Change in fair value of bifurcated embedded derivative liabilities (32 (1,405 (1,659 ) -653.1 % Change in fair value of bifurcated embedded derivative liabilities - related party (137 (3,063 (3,670 ) -604.6 % Change in fair value of convertible promissory notes — nm (34 ) — (34 ) nm Total other (income) expenses $ $ 1,353 $ (464 ) -34.3 % $ 4,610 $ 9,256 $ (4,646 ) -50.2 % Loss before income taxes $ (4,502 ) $ (3,760 ) $ (742 ) 19.7 % $ (14,406 ) $ (15,468 ) $ 1,062 -6.9 % Provision for Income taxes tax (benefit) expense (1 ) (4 ) -133.3 % — — — nm Net loss $ (4,501 ) $ (3,763 ) $ (738 ) 19.6 % $ (14,406 ) $ (15,468 ) $ 1,062 -6.9 % The percentage changes included in the tables herein that are not considered meaningful are presented as "nm".

1 unchanged paragraph

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 ($ in Thousands) Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Period- over- Period $ Period- over- Period % Revenue $ 1,079 $ 1,177 $ (98 ) -8.3 % For the year three months ended December March 31, 2023, 2024, Banzai reported total revenue of $4.6 million, approximately $1,079 thousand, representing a decrease of $0.8 million, approximately $98 thousand, or approximately 14.5%, over 2022. 8.3%, compared to the three months for the same period ended March 31, 2023. This decrease is primarily attributable to lower Reach revenue which declined by approximately $0.55 million $74 thousand due to a shift in Banzai's focus to its Demio product and decision, which decision was reversed in 2024, to begin phasing out the Reach product. In 2024 Banzai is revitalizing its focus on the Reach product through re-engineering and expanded sales efforts. Demio revenue was lower by $0.19 million in 2023 approximately $25 thousand for the three months ended March 31, 2024 as compared to 2022 the three months ended March 31, 2023 due to churn and lower new sales year-over-year. period-over-period.

1 unchanged paragraph

For the three months ended March 31, 2024 and 2023, Banzai's cost of revenue totaled approximately $381 thousand and approximately $412 thousand, respectively. This represents a decrease of approximately $31 thousand, or approximately 7.5%, for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, is due primarily to lower customer base and an approximately 4% lower average cost per customer, driven by lower infrastructure costs of approximately $45 thousand, contracted services of approximately $34 thousand, subscription payroll of approximately $14 thousand, and merchant fee costs of approximately $3 thousand. The lower contracted services and data licenses cost described above were offset by the increase of the streaming services costs of approximately $65 thousand.

Gross Profit Analysis

For the three months ended March 31, 2024 and 2023, Banzai's gross profit was approximately $698 thousand and approximately $765 thousand, respectively. This represents a decrease of approximately $67 thousand, or approximately 8.8% due to the decreases in revenue of approximately $98 thousand and decreases in cost of revenue of approximately $31 thousand described above.

Operating Expense Analysis

Total operating expenses

Total operating expenses for the three months ended March 31, 2024 and 2023, were approximately $4.3 million and approximately $3.2 million, respectively, an increase of approximately $1.1 million, or 35.9%. This increase was due primarily to an overall increase in salaries and related expenses by approximately $0.1 million, marketing expenses by approximately $0.1 million, costs associated with audit, technical accounting, and legal and other professional services of approximately $0.7 million.

Other Expense Analysis

Total other expenses (income)

For the three months ended March 31, 2024, Banzai reported total other expenses of approximately $0.9 million. This represents a decrease of approximately $0.5 million from the three months ended March 31, 2023, when the Company reported total other expenses of approximately $1.4 million. The change in other expenses (income), net was primarily driven by the following:

GEM settlement commitment fee expense of approximately $0.2 million.

Gain on extinguishment of debt of approximately $0.5 million.

There were no changes in fair value of the simple agreement for future equity ("SAFEs") during the three months ended March 31, 2024 relative to a loss of approximately $0.3 million, approximately $0.3 million of which related to related party SAFEs.

Changes in fair value of warrant liability was a gain of approximately $0.4 million during the three months ended March 31, 2024, with a gain of approximately $0.1 million related to related party warrant liabilities. These warrants, both third party and related party, were issued and assumed in December 2023, and as such, there was no equivalent gain or loss on warrant liabilities during the three months ended March 31, 2023.

Interest expense increased by approximately $0.1 million period-over-period to approximately $1.0 million for the three months ended March 31, 2024 due to the company raising additional interest bearing debt.

There were no changes in fair value of bifurcated embedded derivative liabilities during the three months ended March 31, 2024 relative to a loss of approximately $0.2 million during the three months ended March 31, 2023.

Provision for Income Taxes

Income tax (benefit) expense

For the three months ended March 31, 2024 and 2023, Banzai's reported provision for income tax benefit was $1 thousand and expense was $3.0 thousand, respectively.

Due to Banzai's history of losses since inception, there is not enough evidence at this time to support that Banzai will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since Banzai cannot currently support that realization of its deferred tax assets is more likely than not.

At March 31, 2024, Banzai had no unrecognized tax benefits that would reduce Banzai's effective tax rate if recognized.

For the three months ended March 31, 2024 and 2023, Banzai reported net losses of approximately $4.5 million and approximately $3.8 million, respectively. The greater net loss is primarily due to a reduction in total other expenses of approximately $0.5 million during the three months ended March 31, 2024 compared to the three months ended March 31, 2023, offset by an increase in operating expenses of approximately $1.1 million and a decrease in gross profit of approximately $0.1 million.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 ($ in Thousands) Year Ended December 31, 2023 Year Ended December 31, 2022 Year-over- Year $ Year-over- Year% Revenue $ 4,561 $ 5,333 $ (772 ) -14.5 % For the year ended December 31, 2023, Banzai reported total revenue of $4.6 million, representing a decrease of $0.8 million, or approximately 14.5%, over 2022. This decrease is primarily attributable to lower Reach revenue which declined by approximately $0.55 million due to a shift in Banzai's focus to its Demio product and decision, which decision was reversed in 2024, to begin phasing out the Reach product. In 2024 Banzai is revitalizing its focus on the Reach product through re-engineering and expanded sales efforts. Demio revenue was lower by $0.19 million in 2023 as compared to 2022 due to churn and lower new sales year-over-year.

Cost of Revenue Analysis

52 unchanged paragraphs

Adjusted EBITDA (Loss)

For the year ended December 31, 2023, Banzai's Adjusted EBITDA (loss) was $10.2 million, reflecting an increase in the loss of $5.4 million from $4.8 million for the year ended December 31, 2022. This year-over-year increase in loss is primarily attributable to increased general and administrative expenses.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 ($ in Thousands) Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Period- over- period $ Period- over- Period % Adjusted EBITDA (Loss) $ (1,508 ) $ (626 ) $ (882 ) 141.1 % For the three months ended March 31, 2024, Banzai's Adjusted EBITDA loss was approximately $1,508 thousand, reflecting a decrease in the earnings of approximately $882 thousand compared to a loss of approximately $626 thousand for the three months ended March 31, 2023. This period-over-period decrease in earnings is primarily attributable to an increase in interest expense - related party and transaction related expenses.

4 unchanged paragraphs

Income tax (benefit) expense

GEM commitment fee expense

Gain on extinguishment of debt

Loss on debt issuance

Change in fair value of warrant liability

Change in fair value of warrant liability - related party

Change in fair value of simple agreement for future equity

Change in fair value of simple agreement for future equity - related party (303 ) -100.0 % Change in fair value of bifurcated embedded derivative liabilities (32 ) -100.0 % Change in fair value of bifurcated embedded derivative liabilities - related party (137 ) -100.0 % Change in fair value of convertible promissory notes — nm Transaction related expenses* 1,842 1,251 47.2 % Adjusted EBITDA (Loss) $ (1,508 ) $ (626 ) $ (882 ) 141.1 % * Transaction related expenses include:

Professional fees - audit

Professional fees - legal

Incremental accounting

Market study, M&A support

Transaction related expenses

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 ($ in Thousands) Year Ended December 31, 2023 Year Ended December 31, 2022 Year- over- Year $ Year- over- Year% Adjusted EBITDA (Loss) $ (10,218 ) $ (4,826 ) $ (5,392 ) 111.7 % For the year ended December 31, 2023, Banzai's Adjusted EBITDA (loss) was $10.2 million, reflecting an increase in the loss of $5.4 million from $4.8 million for the year ended December 31, 2022. This year-over-year increase in loss is primarily attributable to increased general and administrative expenses.

Net Income/(Loss) to Adjusted EBITDA Reconciliation

Depreciation expense

Stock based compensation

Interest expense - related party

3 unchanged paragraphs

Loss on modification of simple agreement for future equity - related party (1,602 ) -100.0 % Change in fair value of simple agreement for future equity (208 ) (516 ) -167.5 % Change in fair value of simple agreement for future equity - related party (2,752 (6,830 ) -167.5 % Change in fair value of bifurcated embedded derivative liabilities (1,405 (1,659 ) -653.1 % Change in fair value of bifurcated embedded derivative liabilities - related party (3,063 (3,670 ) -604.6 % Transaction related expenses* 4,746 4,442 1461.2 % Adjusted EBITDA $ (10,218 ) $ (4,826 ) $ (5,392 ) 111.7 % * Transaction related expenses include: ($ in Thousands) Year Ended December 31, 2023 Year Ended December 31, 2022 Year- over- Year $ Year- over- Year% Professional fees - audit $ $ — $ nm Professional fees - legal 149.0 % Incremental accounting 2,731 2,529 1252.0 % Market study, M&A support 1,201 — 1,201 nm Transaction related expenses $ 4,746 $ $ 4,442 1461.2 % Liquidity and Capital Resources Going Concern Since inception, Banzai has financed its operations primarily from the sales of redeemable convertible preferred stock and convertible promissory notes, and proceeds from senior secured loans. As of December 31, 2023, Banzai had cash and cash equivalents of $2.1 million.

Professional fees - audit

Professional fees - legal

Incremental accounting

Market study, M&A support

Transaction related expenses

Liquidity and Capital Resources

Since inception, Banzai has financed its operations primarily from the sales of redeemable convertible preferred stock and convertible promissory notes, and proceeds from senior secured loans. As of March 31, 2024, Banzai had cash and cash equivalents of approximately $1.0 million.

Banzai has incurred losses since its inception, had a working capital deficit of $34.1 approximately $33.1 million as of December March 31, 2023, 2024, and had an accumulated deficit at December March 31, 2023 2024 totaling $46.8 approximately $51.3 million. As of December March 31, 2023, 2024, Banzai had $9.2 approximately $10.0 million and $7.0 approximately $6.8 million aggregate principal amount outstanding on term/ promissory notes and convertible notes, respectively. Since December During the three months ended March 31, 2023, 2024, Banzai has raised additional capital under the SEPA through the issuance of additional convertible notes for a total of approximately $2.5 million and to fund the Company's operations. Additionally, during the three months ended March 31, 2024, the Company issued a non-cash share payment of a total payments of approximately $1.5 million in partial settlement of the Yorkville Promissory Note financing; a an approximately $0.5 million non-cash share payment to settle the deferred fee liability recognized as of December March 31, 2023, 2024, and payable to Yorkville in terms of the SEPA. These stock issuances described herein do not represent sources of new capital, rather the issuances were made to settle existing liabilities in lieu of cash payments, as described above. Banzai has historically used debt financing proceeds principally to fund operations.

1 unchanged paragraph

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 12 months from the issuance of its condensed consolidated audited financial statements for the year three months ended December March 31, 2023. 2024. There can be no assurances that Banzai will be able to secure alternate forms of financing at terms that are acceptable to management. 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 condensed 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.

The following table sets forth Banzai's cash flows for the three months ended March 31, 2024 and 2023 and the years ended December 31, 2023 and 2022:

5 unchanged paragraphs

Cash Flows for the three months ended March 31, 2024

Net cash used in operating activities was approximately $2.1 million for the three months ended March 31, 2024. Net cash used in operating activities consists of net loss of approximately $4.5 million, offset by total adjustments of $2.4 million for non-cash items and the effect of changes in working capital. Non-cash adjustments included non-cash settlement of the GEM commitment fee of approximately $0.2 million, stock-based compensation expense of approximately $0.3 million, gain on extinguishment of liability of $0.5 million, non-cash interest expense of approximately $0.5 million (approximately $0.09 million for related party), amortization of debt discount and issuance costs of approximately $0.5 million (approximately $0.5 million for related party), amortization of operating lease ROU assets of approximately $0.04 million, fair value adjustment for warrant liabilities gain of approximately $0.5 million (gain of approximately $0.1 million for related party), and net of change in operating assets and liabilities of approximately $1.2 million.

There were no net cash investing activities for the three months ended March 31, 2024.

Net cash provided by financing activities was approximately $1.1 million for the three months ended March 31, 2024, and was primarily related to proceeds from convertible debt financing of approximately $2.3 million and payment of the GEM commitment fee of approximately $1.2 million.

Cash Flows for the three months ended March 31, 2023

Net cash used in operating activities was approximately $1.5 million for the three months ended March 31, 2023. Net cash used in operating activities consists of net loss of approximately $3.8 million, total adjustments of approximately $2.3 million for non-cash items and the effect of changes in working capital. Non-cash adjustments include stock-based compensation expense of approximately $0.4 million, non-cash interest expense of approximately $0.2 million (approximately $0.09 million for related party), amortization of debt discount and issuance costs of approximately $0.4 million (approximately $0.3 million for related party), amortization of operating lease ROU assets of approximately $0.04 million, fair value adjustments to simple agreement for future equity of approximately $0.3 million (approximately $0.3 million for related party), fair value adjustments to bifurcated embedded derivative liabilities of approximately $0.2 million (approximately $0.1 million for related party), and net of change in operating assets and liabilities of approximately $0.7 million.

There were no net cash investing activities for the three months ended March 31, 2023.

Net cash provided by financing activities was approximately $1.5 million for the three months ended March 31, 2023, and was primarily related to proceeds from the issuance of convertible note, net of issuance costs of approximately $1.5 million (all amounts for related party).

12 unchanged paragraphs

Debt principal - 7GC Convertible promissory note

1 unchanged paragraph

Debt principal - GEM promissory note

Total capital expenditure commitments and financing requirements at December March 31, 2023 2024 $ 20,876 20,148 $ 18,887 20,148 $ 1,989 — Debt principal - 14% CP BF convertible and term notes On February 19, 2021, the Company entered into the a loan agreement with CP BF Lending, LLC ("CP BF") for $8,000,000 (the "Loan Agreement"). The Loan Agreement was comprised of a Term Note for $6,500,000 and a Convertible Note for $1,500,000, with the option upon the request of the Company for an Additional Loan ("Additional Loan") in the principal amount of up to $7,000,000, evidenced by additional notes with 81.25% of the principal amount of such Additional Loan being evidenced by a Term Note, (the "Term Note"), and 18.75% of the principal amount of such an Additional Loan being evidenced by a Convertible Note. The ("Convertible Note"). The Term Note bears cash interest at a rate of 14% per annum paid monthly and accrued interest payable-in-kind ("PIK") cumulatively at 1.5% per annum. The outstanding principal balance of the Term Note together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 ("Loan Maturity Date"). The Convertible Note accrues PIK interest cumulatively at a rate of 15.5% per annum, and is convertible into Class A Common Stock upon a Qualified Financing (as defined in the Loan agreement), upon a Change of Control (as defined in the Loan agreement), upon Prepayment, or at Maturity at a fixed conversion price. If not sooner converted or prepaid, the Convertible Note principal together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on the Loan Maturity Date. Upon the occurrence, and during the continuance, of an Event of Default (as defined in the Loan agreement), interest on the Term Note will bear cash interest at a per annum rate of 20% ("Default Rate") and no PIK interest shall accrue at any time during an Event of Default and the Convertible Note will bear PIK Interest at a per annum at the Default Rate.

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The Loan Agreement contains customary covenants, including restrictions on the Company's ability to incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets, among others. The Loan Agreement also contains other financial covenants related to minimum gross profit margin, minimum ARR (Annual Recurring Revenue) growth rate, and fixed charge ratio, among other financial covenants per the terms of the Loan Agreement. The Loan Agreement is secured by a first-priority Lien (subject to certain Permitted Liens) on and security interest in the Collateral pursuant to the terms of the Collateral Documents. The Loan Agreement named Joseph Davy, CEO, as Guarantor, and per the term of the Loan Agreement, he is willing to guarantee the full payment, performance and collection of all of the Credit Parties' obligations thereunder and under the Loan Agreement, all as further set forth therein.

For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company's noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest is will be classified as current on the Company's consolidated balance sheets.

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On August 24, 2023, the Company entered into a forbearance agreement (the "Forbearance Agreement") with CP BF Lending. Under the terms of the this Forbearance Agreement, and as a result of the Company's non-compliance with certain covenants of its Loan Agreement with CP BF, CP BF agreed to (i) amend certain provisions of the Loan Agreement to clarify the treatment of the Business Combination Merger with 7GC under the Loan Agreement, (ii) consent to the consummation of the Merger Agreement with 7GC and (iii) forbear from exercising any of its rights and remedies under the Loan Agreement with the Company from the effective date of the Forbearance Agreement until the earlier of (a) the four-month anniversary of the closing of the Merger if the Business Combination was Merger is closed on or prior to December 29, 2023, (b) December 29, 2023 if the Merger was is not consummated on or prior to December 29, 2023 or (c) the date on which any Termination Event (as defined within the Forbearance Agreement) shall have occurred. In connection with the Forbearance Agreement, CP BF and the Company also agreed to amend and restate CP BF's existing convertible promissory notes (the "A&R CP BF Notes") so that they would may remain outstanding following the closing of the Business Combination Merger and, at CP BF's option, be convertible into shares of Class A Common Stock. shares of the combined company.

On December 14, 2023, the Company entered into the Forbearance First Amendment to the Forbearance Agreement with the Lender. In particular, the Company agreed to pay the Lender an amount in cash equal to $23,748 (the "Amendment Fee") on the execution date to extend the forbearance period from the four-month anniversary of the closing of the Business Combination Merger to the six-month anniversary of the closing of the Business Combination. The Forbearance Merger. This amendment was deemed to be a debt modification in accordance with ASC 470, Debt, which will be accounted for prospectively. Modification does not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future.

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Modification of Alco September Promissory Note

In December 2023, the Alco September Promissory Note was amended (the "Alco September Promissory Note Amendment") to extend the maturity date to September 30, 2024. Alco is a related party to the Company due to its ownership of over 10% of the issued equity of the Company. The Company evaluated the terms of the Alco September Promissory Note Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by Alco based on the decrease of the effective borrowing rate resulting from the Alco September Promissory Note Amendment. Accordingly, the Company accounted for the Alco September Promissory Note Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the Alco September Promissory Note Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense to be recognized in future periods.

On August 30, 2023, the Company issued a subordinate promissory note ("Alco August Promissory Note") in the aggregate principal amount of $150,000 to Alco Investment Company, a related party. Alco held its ownership of over 10% of the issued equity of the Company, through its ownership of Series A preferred stock. The Alco August Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on May 31, 2024, as amended on April 18, 29, 2024. The Company recorded a $3,711 debt discount upon issuance of the Alco August Promissory Note. For the year three months ended December March 31, 2023, 2024, interest expense on the Alco August Promissory Note totaled $4,494, $5,449, comprised of $4,044 $2,991 of contractual accrued interest and $450 $2,458 for the amortization of the discount. As of March 31, 2024 and December 31, 2023, $150,000 of principal and $7,035 and $4,044, respectively, of accrued interest is outstanding under the Alco August Promissory Note.

On September 13, 2023, the Company issued a subordinate promissory note ("Alco September Promissory Note") in the aggregate principal amount of up to $1,500,000 to Alco Investment Company, a related party. The Alco September Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on September 30, 2024. as further described below. The Company recorded $8,588 of debt issuance costs and a $638,808 debt discount upon issuance of the Alco September Promissory Note, relating to the share transfer agreements, see below. For the year three months ended December March 31, 2023, 2024, interest expense on the Alco September Promissory Note totaled $478,815, $91,563, comprised of $30,575 $29,918 of contractual accrued interest and $448,240 $61,645 for the amortization of the discount. As of March 31, 2024 and December 31, 2023, $1,500,000 of principal and $60,493 and $30,575, respectively, of accrued interest is outstanding under the Alco September Promissory Note.

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and 40 more changes in the filing

Management 2 changes

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Mr. Davy currently controls more than a majority of the total voting power of stockholders of the Company. As a result, the Company is a "controlled company" within the meaning of Nasdaq corporate 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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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. Following the completion of this offering, assuming the maximum amount of shares of Class A Common Stock being offered for sale in this offering is subscribed for, Mr. Davy will no longer own a majority of the total outstanding voting power of the outstanding common stock of the Company. As a result, we will no longer be a "controlled company" under the corporate governance rules for Nasdaq-listed companies.

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Principal securityholders 13 changes

The following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock and Class B Common Stock as of April 12, May 10, 2024 for:

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Beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to the securities. Except as otherwise provided by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible within 60 days of April 12, May 10, 2024, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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Percentage of beneficial ownership is based on 18,073,145 19,322,460 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of April 12, May 10, 2024.

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Mason Ward / Alco Investment Company (6) (8)

Estate of Roland A. Linteau, III (8) (9)

Entities Affiliated with DNX Partners (9) (10)

Cantor Fitzgerald & Co. (10) (11)

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Consists of 4,398 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock. Each share of Class B Common Stock entitles its holder to ten votes on all matters presented to our stockholders generally, which has the effect of concentrating the majority of the aggregate voting power of our Common Stock with Mr. Davy (approximately 56.1% 54.5% of the aggregate voting power as of April 12, May 10, 2024).

Consists of options to purchase 51,859 53,780 shares of Class A Common Stock exercisable within 60 days of April 12, May 10, 2024.

Consists of 10,705 shares of Class A Common Stock and options to purchase 40,039 41,959 shares of Class A Common Stock exercisable within 60 days of April 12, May 10, 2024.

Consists of 5,992 shares of Class A Common Stock and options to purchase 43,792 45,713 shares of Class A Common Stock exercisable within 60 days of April 12, May 10, 2024.

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Consists of options to purchase 34,573 36,493 shares of Class A Common Stock exercisable within 60 days of April 12, May 10, 2024.

The address of Alco is 33930 Weyerhaeuser Way S., Suite 150, Federal Way, Washington 98001.

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Description of the securities 20 changes

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Cashless Exercise . If, at any time after the issuance of the Pre-Funded Warrants, the holder exercises its Pre-Funded Warrants, and a registration statement registering the issuance of the shares of Class A Common Stock underlying the Pre-Funded Warrants under the Securities Act is not then effective or available (or a prospectus is not available for the resale of shares of Class A Common Stock underlying the Pre-Funded Warrants), then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder shall instead receive upon such exercise (either in whole or in part) only the net number of shares of Class A Common Stock determined according to a formula set forth in the Pre-Funded Warrants. Notwithstanding anything to the contrary, in the event we do not have or maintain an effective registration statement, there are no circumstances that would require us to make any cash payments or net cash settle the Pre-Funded Warrants to the holders.

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Fundamental Transaction . If, at any time while the Pre-Funded Warrants are outstanding, (1) we consolidate or merge with or into another corporation whether or not the Company is the surviving corporation, (2) we, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets, or any of our significant subsidiaries, (3) any purchase offer, tender offer or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of Class A Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding voting power of the common equity of the Company, (4) we effect any reclassification, reorganization or recapitalization of shares of Class A Common Stock or any compulsory exchange pursuant to which shares of Class A Common Stock is converted into or exchanged for other securities, cash or property, or (5) we consummate a securities purchase agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of the outstanding voting power of the common equity of the Company (each, a "Fundamental Transaction"), then upon any subsequent exercise of Pre-Funded Warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash or property as they would have been entitled to receive upon the occurrence of such Fundamental Transaction if they had been, immediately prior to such Fundamental Transaction, the holder of the number of shares of common stock then issuable upon exercise of those Pre- Funded Warrants, or any other consideration payable as part of the Fundamental Transaction.

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Duration and Exercise Price . Each Common Warrant offered hereby will have an assumed initial exercise price per share equal to $ $0.34 (assuming an exercise price equal to 100% of the public offering price per share). The Common Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of Class A Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Class A Common Stock and the exercise price.

Exercisability . The Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Class A Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Common Warrant to the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding Class A Common Stock immediately after exercise, except that upon notice from the holder to us, the holder may increase or decrease the beneficial ownership limitation up to 9.99% of the number of shares of our Class A Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants, provided that any increase in such beneficial ownership limitation shall not be effective until 61 days following notice from the holder to us. No fractional shares of Class A Common Stock will be issued in connection with the exercise of a Common Warrant. In lieu of fractional shares, we will, at our election, either pay a cash adjustment in respect of such fractional amount or round up to the next whole share.

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Fundamental Transaction . If, at any time while the Common Warrants are outstanding, we effect a Fundamental Transaction, then upon any subsequent exercise of Common Warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash or property as they would have been entitled to receive upon the occurrence of such Fundamental Transaction if they had been, immediately prior to such Fundamental Transaction, the holder of the number of shares of common stock then issuable upon exercise of those Common Warrants, or any other consideration payable as part of the Fundamental Transaction.

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Placement Agent Warrants

We have agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase up to 1,058,823 shares of Class A Common Stock, which number of shares of Class A Common Stock is equal to 6.0% of the aggregate number of shares of Class A Common Stock sold in this offering (including the shares of Class A Common Stock issuable upon the exercise of the Pre-Funded Warrants sold in this offering) at an exercise price per share equal to 110.0% of the purchase price per share of Class A Common Stock sold in this offering. Notwithstanding the foregoing, in the event any shares of Class A Common Stock sold in this offering are sold to an Identified Purchaser, we will issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase shares of Class A Common Stock equal to 2.0% of the aggregate number of shares of Class A Common Stock sold in this offering to such Identified Purchasers. The Placement Agent Warrants will be non-exercisable for a period of 180 days from the commencement of sales of the securities in this offering and will expire five (5) years from the commencement of sales in this offering. Pursuant to FINRA Rule 5110(e), the Placement Agent Warrants and any shares issued upon exercise of the Placement Agent Warrants shall not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days from the date of commencement of sales in this offering, except for the transfer of any security as permitted by FINRA Rule 5110(e)(2). The Placement Agent Warrants will provide for cashless exercise and will provide for anti-dilution protection as permitted by FINRA Rule 5110(g). The registration statement of which this prospectus is a part registers for sale the Placement Agent Warrants and the shares of Class A Common Stock underlying the Placement Agent Warrants. See "Plan of Distribution" below.

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The Yorkville Promissory Notes accrue interest on the outstanding principal balances 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 each mature on June 14, 2024, which maturity may be extended at the option of the holder.

The Yorkville Promissory Notes each mature on June 14, 2024, which maturity is expected to be extended to the date that is 120 days after the repayment of a portion of the Yorkville Promissory Notes described under the heading "Summary—Recent Developments" in this prospectus is completed and which maturity may be extended at the option of the holder.

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If and when we do issue shares of Class A Common Stock to Yorkville, either at our election or pursuant to an Investor Notice, or when Yorkville decides to convert Yorkville Promissory Notes, to Yorkville pursuant to the SEPA, Yorkville may resell all, some, or none of such shares of Class A Common Stock in its discretion and at different prices subject to the terms of the SEPA. As a result, investors who purchase shares of Class A Common Stock from Yorkville in this offering at different times will likely pay different prices for those shares of Class A Common Stock, and so may experience different levels of dilution and, in some cases, substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares of Class A Common Stock they purchase from Yorkville in this offering as a result of future issuances made by us to Yorkville at prices lower than the prices such investors paid for their shares of Class A Common Stock in this offering.

Effect of Issuances of Class A Common Stock Under the SEPA on our Stockholders All shares of Class A Common Stock that may be issued by us to Yorkville under the SEPA that are being were registered under the Securities Act for resale by Yorkville under this prospectus on the S-1 Registration Statement are expected to be freely tradable. The shares of Class A Common Stock being registered for resale in this offering under the SEPA may be issued by us to Yorkville from time to time at our discretion during the commitment period or are issued following a conversion of a Yorkville Promissory Note. The resale by Yorkville of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Class A Common Stock to decline. Issuances of shares of Class A Common Stock, if any, to Yorkville under the SEPA will depend upon market conditions and other factors. We may ultimately decide to issue to Yorkville all, some or none of the shares of Class A Common Stock that may be available for issuance to Yorkville pursuant to the SEPA.

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Although the SEPA provides that we may, in our discretion, from time to time after the date of this prospectus and during the term of the SEPA, direct Yorkville to subscribe for our Class A Common Stock in one or more Advances under the SEPA, for a maximum aggregate subscription price of up to $100 million, only 5,726,282 shares of Class A Common Stock (excluding the 300,000 Yorkville Closing Shares) are being registered for resale under the registration statement of which this prospectus forms a part. While the market price of our Class A Common Stock may fluctuate from time to time after the date of this prospectus and, as a result, the actual subscription price to be paid by Yorkville under the SEPA for shares of Class A Common Stock, if any, may also fluctuate, in order for us to receive the full amount of Yorkville's commitment under the SEPA, it is possible that we may need to issue more than the number of shares of Class A Common Stock being registered for resale under the registration statement of which this prospectus forms a part.

If it becomes necessary for us to issue to Yorkville more shares of Class A Common Stock than have been registered for resale in order to receive aggregate gross proceeds equal to $100 million under the SEPA, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by Yorkville of any such additional shares of Class A Common Stock, which the SEC must declare effective, in each case, before we may elect to issue any additional shares of Class A Common Stock to Yorkville under the SEPA. The number of shares of Class A Common Stock ultimately offered for resale by Yorkville depends upon the number of shares of Class A Common Stock, if any, we ultimately issue to Yorkville under the SEPA.

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The following table sets forth the amount of gross proceeds, before deducting any discount to Yorkville or expenses payable by us, we would receive from Yorkville from our issuance of such number of shares of Class A Common Stock to Yorkville for a maximum aggregate subscription amount of $100 million to Yorkville under the SEPA at varying subscription prices:

Assumed Average Subscription Price Per Share

of Class A Common Stock

Does not include 300,000 Yorkville Closing Shares as consideration for its commitment to subscribe for shares of Class A Common Stock under the SEPA.

The denominator is based on 18,073,145 shares of Class A Common Stock outstanding as of April 12, 2024 (including the 300,000 Yorkville Closing Shares), adjusted to include the issuance of the number of shares set forth in the second column that we would have issued to Yorkville, assuming the average subscription price in the first column. The numerator is based on the number of shares of Class A Common Stock set forth in the second column.

Represents the closing price of our Class A Common Stock on April 19, 2024.

Represents the closing price of our Class A Common Stock on December 15, 2023, the trading day immediately following the Closing Date.

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Material united states federal income tax consequences 4 changes

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If Banzai pays distributions to U.S. Holders of shares of Class A Common Stock, or Pre-Funded Warrants or Common Warrants (subject to the remainder of the discussion under this section, "Tax Consequences for U.S. Holders—Taxation of Distributions"), such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from Banzai's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder's adjusted tax basis in such holder's shares of Class A Common Stock, or Pre-Funded Warrants or Common Warrants (subject to the remainder of the discussion under this section, "Tax Consequences for U.S. Holders-Taxation of Distributions"). Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A Common Stock, or Pre-Funded Warrants or Common Warrants (subject to the remainder of the discussion under this section, "Tax Consequences for U.S. Holders-Taxation of Distributions") and will be treated as described under the section of this prospectus titled " "Tax Consequences for U.S. Holders -Gain Holders-Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock or Pre-Funded Warrants" " or "Tax Consequences for U.S. Holders-Sale, Exchange, Redemption or Expiration of a Common Warrant," as the case may be, below.

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The taxation of a distribution (if any) received with respect to a Common Warrant is unclear. Although the matter is not free from doubt, we intend to treat any distribution (excluding constructive distribution as discussed under the heading "Tax Consequences for U.S. Holders—Possible Constructive Distributions") to a holder of Common Warrants as a distribution with respect to our stock for U.S. federal income tax purposes, in which case, such a distribution would be treated as a distribution subject to the immediately preceding paragraphs. However, the matter is not entirely free from doubt, and U.S. Holders should consult their own tax advisors regarding the U.S. federal income consequences of distributions received with respect to Common Warrants.

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Subject to the discussions below regarding the Foreign Account Tax Compliance Act and backup withholding, in general, any distributions that Banzai makes to a Non-U.S. Holder of shares of Class A Common Stock, or Pre-Funded Warrants or Common Warrants (subject to the remainder of the discussion under this section "Tax Consequences for Non-U.S. Holders—Taxation of Distributions"), to the extent paid out of Banzai's current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (or, if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder), Banzai will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend paid to Non-U.S. Holders of Class A Common Stock, or Pre-Funded Warrants or Common Warrants will be treated first as reducing (but not below zero) the Non-U.S. Holder's adjusted tax basis in its shares of Class A Common Stock, or Pre-Funded Warrants or Common Warrants (subject to the remainder of the discussion under this section "Tax Consequences for Non-U.S. Holders—Taxation of Distributions") and, to the extent such distribution exceeds the Non-U.S. Holder's adjusted tax basis, as gain realized from the sale or other disposition of the Class A Common Stock, or Pre-Funded Warrants or Common Warrants (subject to the remainder of the discussion under this section "Tax Consequences for Non-U.S. Holders—Taxation of Distributions"), which will be treated as described under the section of this prospectus titled " "Tax Consequences for Non-U.S. Holders-Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock, Pre-Funded Warrants or Common Warrants" " below.

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As described above under the heading "Tax Consequences for U.S. Holders—Taxation of Distributions," the taxation of a distribution received with respect to a Common Warrant is unclear. Although the matter is not free from doubt, we intend to treat any distribution (excluding constructive distribution as discussed under the heading "Tax Consequences for Non-U.S. Holders—Possible Constructive Distributions") to a holder of Common Warrants as a distribution with respect to our stock for U.S. federal income tax purposes, in which case, such a distribution would be treated as a distribution subject to the remainder of the discussion under this heading. However, the matter is not entirely free from doubt, and Non-U.S. Holders should consult their own tax advisors regarding the U.S. federal income consequences of distributions received with respect to Common Warrants.

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Plan of distribution 8 changes

AGP has agreed to act as our exclusive placement agent in connection with this offering. The Placement Agent is not purchasing or selling any of the securities offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities but has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby. Therefore, we may not sell the entire number of securities offered pursuant to this prospectus. We will enter into a securities purchase agreement directly with certain investors, at the investor's option, who purchases our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering.

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We have engaged AGP as our exclusive placement agent in connection with this offering. This offering is being conducted on a "best efforts" basis and the Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in the table below:

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We have agreed to pay the Placement Agent a cash placement commission equal to % of the aggregate proceeds from the sale of the shares of Class A Common Stock, the Common Warrants and Pre-Funded Warrants sold in this offering (the "Cash Fee"). Notwithstanding the foregoing, the Cash Fee will be reduced by $ to be paid to the Company's financial advisor in connection with this offering.

We have agreed to pay the Placement Agent the Cash Fee equal to 7.0% of the aggregate gross proceeds from the sale of the shares of Class A Common Stock, the Common Warrants and Pre-Funded Warrants sold in this offering; provided, however, that with respect to any shares of Class A Common Stock sold in this offering to an Identified Purchaser, we have agreed to pay the Placement Agent a cash placement commission equal to 3.0% of the aggregate gross proceeds to us from such sale of shares of Class A Common Stock, or Pre-Funded Warrant in lieu thereof, together with the Common Warrants sold in this offering. Notwithstanding the foregoing, the Cash Fee will be reduced by $25,000 to be paid to the Company's financial advisor in connection with this offering. Because there is no minimum offering amount required as a condition to closing in this offering, the actual aggregate Cash Fee, if any, is not presently determinable and may be substantially less than the maximum amount set forth above. We have also agreed to reimburse the Placement Agent at closing (i) for legal and other expenses incurred by it in connection with the offering in an aggregate amount of up to $75,000, and (ii) non-accountable expenses payable to the Placement Agent of up to $10,000. We estimate the total expenses payable by us for this offering, excluding the Placement Agent fees and expenses, will be approximately $160,000.

2 unchanged paragraphs

Placement Agent Warrants

We have also agreed to issue to the Placement Agent, or its permitted designees, Placement Agent Warrants to purchase up to 1,058,823 shares of Class A Common Stock, which number of shares of Class A Common Stock is equal to 6.0% of the aggregate number of shares of Class A Common Stock sold in this offering (including the shares of Class A Common Stock issuable upon the exercise of the Pre-Funded Warrants sold in this offering). Notwithstanding the foregoing, in the event any shares of Class A Common Stock sold in this offering are sold to an Identified Purchaser, we will issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase shares of Class A Common Stock equal to 2.0% of the aggregate number of shares of Class A Common Stock sold in this offering to such Identified Purchasers. The Placement Agent Warrants will be registered as part of this registration statement and will be non-exercisable for 180 days from the commencement of sales of the securities in this offering, which period is in compliance with applicable FINRA rules, and will expire on the five year anniversary of the commencement of sales of the securities in this offering. The Placement Agent Warrants will be exercisable at a price per share equal to 110.0% of the purchase price per share of Class A Common Stock sold in this offering. The Placement Agent Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1)(A) of FINRA. The Placement Agent (or permitted assignees under FINRA Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these Placement Agent Warrants or the shares of Class A Common Stock underlying the Placement Agent Warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the underlying shares of Class A Common Stock for a period commencing 180 days from the commencement of sales of the securities in this offering, except that they may be assigned, in whole or in part, to any officer or partner, registered person or affiliate of the Placement Agent. The Placement Agent Warrants shall not be redeemable and shall provide for cashless exercise in certain cases. The Placement Agent Warrants shall also further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares of Class A Common Stock underlying such warrants) resulting from certain corporate events (which would include dividends, stock splits, etc.).

1 unchanged paragraph

Pursuant to "lock-up" agreements, we, our executive officers, directors and certain specified five percent stockholders have agreed, subject to limited exceptions, not to directly or indirectly offer to sell, sell, pledge or otherwise transfer or dispose of any shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) Class A Common Stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Class A Common Stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for Class A Common Stock or any of our other securities or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for a period of 90 days from the closing date of this offering.

3 unchanged paragraphs

Continental Stock Transfer & Trust Company is the transfer agent for our Class A Common Stock and the warrant agent for the Public Warrants.

4 unchanged paragraphs

Legal matters 1 change

The validity of any securities offered by this prospectus will be passed upon for us by Perkins Coie LLP. The Placement Agent is being represented by The Crone Law Group P.C., Sullivan & Worcester LLP, New York, New York in connection with this offering.

Index to financial statements 2 changes

1 unchanged paragraph

Index to the Consolidated Financial Statements

Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2024 Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three months ended March 31, 2024 and 2023 Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 Notes to Unaudited Condensed Consolidated Financial Statements Audited Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022 Report of Independent Registered Public Accounting Firm (PCAOB ID: 688) Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Operations for the Years ended December 31, 2023 and 2022 Consolidated Statements of Stockholders' Deficit for the Years ended December 31, 2023 and 2022 Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022

Notes to the financial statements 99 changes

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

1 unchanged paragraph

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Banzai International , Inc. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph—Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2023.

BANZAI INTERNATIONAL, INC.

as of December 31, 2023 and 2022

Less: Allowance for credit losses

Accounts receivable, net

Total current assets

Property and equipment, net

Operating lease right-of-use

Deferred offering costs

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Simple agreement for future equity

Simple agreement for future equity—related party

Condensed Consolidated Balance Sheets

Accounts receivable, net of allowance for credit losses of $ 3,557 and $ 5,748 , respectively 34,670 105,049 Prepaid expenses and other current assets 1,073,914 741,155 Total current assets 2,135,516 2,939,922 Property and equipment, net 3,080 4,644 Goodwill 2,171,526 2,171,526 Operating lease right-of-use assets 90,308 134,013 Other assets 38,381 38,381 Total assets 4,438,811 5,288,486 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities:

Prepaid Accrued expenses and other current assets liabilities

Convertible notes (Yorkville)

1 unchanged paragraph

Convertible notes (CP BF)

Bifurcated embedded derivative liabilities

Bifurcated embedded derivative liabilities—related party

6 unchanged paragraphs

Accrued expenses and other current liabilities

1 unchanged paragraph

Operating lease liabilities, non-current

1 unchanged paragraph

Commitments and contingencies (Note 17) 14)

1 unchanged paragraph

Common stock, $ 0.0001 par value, 275,000,000 shares ( 250,000,000 Class A common stock and 25,000,000 Class B common stock) authorized and 16,019,256 shares ( 13,708,122 Class A common stock and 2,311,134 Class B common stock) and 6,445,599 shares ( 2,560,926 Class A common stock 20,221,589 and 3,884,673 Class B common stock) 16,019,256 issued and outstanding at December March 31, 2023 2024 and December 31, 2022, 2023, respectively (Note 15) 2,022 1,602 Preferred stock, $ 0.0001 par value, 75,000,000 shares authorized, 0 shares issued and outstanding at December March 31, 2023 2024 and December 31, 2022 2023 paid-in capital ( 51,266,596 ( 46,766,324 ( 32,360,062 30,842,575 ( 31,876,129 ) 24,114,058 ) Total liabilities and stockholders' deficit $ 5,288,486 4,438,811 $ 5,479,324 5,288,486 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged paragraph

for the Years ended December 31, 2023 and 2022

Unaudited Condensed Consolidated Statements of Operations

For the Three Months Ended

2 unchanged paragraphs

Impairment loss on operating lease

2 unchanged paragraphs

SEPA commitment fee and deferred fee expense

GEM commitment fee expense

GEM settlement fee expense

1 unchanged paragraph

Loss Gain on extinguishment of debt liability

Loss on debt issuance

2 unchanged paragraphs

Loss on modification of simple agreement for future equity—related party — 1,602,174 Change in fair value of simple agreement for future equity ( 207,570 ) 307,569 Change in fair value of simple agreement for future equity—related party ( 2,752,430 ) 4,078,431 Change in fair value of bifurcated embedded derivative liabilities ( 1,404,863 ) 254,443 Change in fair value of bifurcated embedded derivative liabilities—related party ( 3,063,278 ) 606,857 Change in fair value of convertible promissory notes ( 34,000 ) — Total other expenses (income), net 4,610,711 9,256,351 Loss before income taxes ( 14,406,262 ) ( 15,468,502 ) Provision for income taxes — — Net loss $ ( 14,406,262 ) $ ( 15,468,502 ) Net loss per share Basic and diluted $ ( 2.10 ) $ ( 2.40 ) Weighted average common shares outstanding Basic and diluted 6,853,733 6,441,116 The accompanying notes are an integral part of these consolidated financial statements.

Loss on modification Change in fair value of simple agreement for future equity

Change in fair value of simple agreement for future equity—related party — 303,139 Change in fair value of bifurcated embedded derivative liabilities — 32,415 Change in fair value of bifurcated embedded derivative liabilities—related party — 137,285 Change in fair value of convertible notes 544,000 — Total other expenses, net 888,804 1,354,213 Loss before income taxes ( 4,501,205 ) ( 3,761,845 ) Income tax (benefit) expense ( 933 ) 3,277 Net loss $ ( 4,500,272 ) $ ( 3,765,122 ) Net loss per share Basic and diluted $ ( 0.26 ) $ ( 0.59 ) Weighted average common shares outstanding Basic and diluted 17,355,609 6,382,180 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged paragraph

Consolidated Statements of Stockholders' Deficit

for the Years ended December 31, 2023 and 2022

Series A Preferred Stock

Balance December 31, 2021

Retroactive application of recapitalization

Adjusted balance, beginning of period

Exercise of stock options

Repurchase of shares in High Attendance sale

Stock-based compensation

Balance December 31, 2022, after giving effect to the recapitalization — $ — 6,445,599 $ $ 8,245,359 $ ( 32,360,062 ) $ ( 24,114,058 ) Reverse recapitalization (Note 4) — — 5,872,210 ( 17,859,146 ) — ( 17,858,559 ) Conversion of simple agreement for future equity — — 41,626 456,230 — 456,234 Conversion of simple agreement for future equity—related party — — 551,949 6,049,711 — 6,049,766 Conversion of convertible notes — — 529,867 3,346,179 — 3,346,232 Conversion of convertible notes—related party — — 1,146,435 7,271,253 — 7,271,368 Modification of convertible notes payable—related party — — — — 9,909 — 9,909 Shares issued to Yorkville for aggregate commitment fee — — 300,000 3,287,970 — 3,288,000 Shares issued under share transfer agreement—related party — — — — 2,498,965 — 2,498,965 Issuance of Cantor fee shares — — 1,113,927 ( 111 ) — — Exercise of stock options — — 17,643 30,759 — 30,761 Stock-based compensation — — — — 1,245,796 — 1,245,796 Excise tax — — — — 305,719 — 305,719 Net loss — — — — — ( 14,406,262 ) ( 14,406,262 ) Balance December 31, 2023 — $ — 16,019,256 $ 1,602 $ 14,888,593 $ ( 46,766,324 ) $ ( 31,876,129 ) The accompanying notes are an integral part of these consolidated financial statements.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Three Months Ended March 31, 2024 and 2023 Series A Preferred Stock Common Stock Additional Paid-in- Capital Accumulated Deficit Total Stockholders' Deficit Shares Amount Shares Amount Balance December 31, 2023 — $ — 16,019,256 $ 1,602 $ 14,888,593 $ ( 46,766,324 ) $ ( 31,876,129 ) Conversion of convertible notes—related party — — 890,611 2,540,002 — 2,540,091 Shares issued to Yorkville for convertible notes — — 2,233,735 1,666,777 — 1,667,000 Shares issued to Yorkville for commitment fee 710,025 499,929 500,000 Shares issued to Roth for advisory fee — — 175,000 278,815 — 278,833 Shares issued to GEM — — 139,470 99,986 — 100,000 Shares issued for marketing expense — — 153,492 194,920 194,935 Forfeiture of sponsor shares — — ( 100,000 ) ( 10 ) — — Stock-based compensation — — — — 252,967 — 252,967 Net loss — — — — — ( 4,500,272 ) ( 4,500,272 ) Balance March 31, 2024 — $ — 20,221,589 $ 2,022 $ 20,421,999 $ ( 51,266,596 ) $ ( 30,842,575 ) Series A Preferred Stock Common Stock Additional Paid-in- Capital Accumulated Deficit Total Stockholders' Deficit Shares Amount Shares Amount Balance December 31, 2022 — $ — 6,445,599 $ $ 8,245,359 $ ( 32,360,062 ) $ ( 24,114,058 ) Exercise of stock options — — 8,538 5,542 — 5,543 Stock-based compensation — — — — 402,448 — 402,448 Net loss — — — — — ( 3,765,122 ) ( 3,765,122 ) Balance March 31, 2023 — $ — 6,454,137 $ $ 8,653,349 $ ( 36,125,184 ) $ ( 27,471,189 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged paragraph

for the Years ended December 31, 2023 and 2022

For the Years Ended December 31,

Unaudited Condensed Consolidated Statements of Cash Flows Flow

For the Three Months Ended

4 unchanged paragraphs

shares issued to Yorkville for aggregate commitment fee

issuance of warrants accounted for as liabilities

share issuance for marketing expenses

settlement of GEM commitment fee expense

3 unchanged paragraphs

Impairment of operating lease right-of-use

Amortization of operating lease right-of-use

1 unchanged paragraph

Loss Gain on extinguishment of debt liability

Loss on debt issuance

2 unchanged paragraphs

Loss on modification Change in fair value of simple agreement for future equity

Loss on modification of simple agreement for future equity—related party — 1,602,174 Change in fair value of simple agreement for future equity ( 207,570 ) 307,569 Change in fair value of simple agreement for future equity—related party — 2,752,430 ) 4,078,431 303,139 Change in fair value of bifurcated embedded derivative liabilities — 1,404,863 ) 254,443 32,415 Change in fair value of bifurcated embedded derivative liabilities—related party — 3,063,278 ) 606,857 137,285 Change in fair value of convertible promissory notes ( 34,000 ) 544,000 — Changes in operating assets and liabilities:

2 unchanged paragraphs

Due to related party

Accrued expenses and other current liabilities

2 unchanged paragraphs

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

1 unchanged paragraph

Effect of Merger, net of transaction costs (Note 4)

Deferred offering costs

Payment of GEM commitment fee

Proceeds from issuance of convertible notes, net of issuance costs

Proceeds from issuance of notes payable, net of issuance costs—related party 4,387,701 — Proceeds from issuance of convertible notes, net of issuance costs 3,235,000 1,753,558 Proceeds from issuance of convertible notes, net of issuance costs—related party 2,583,000 4,182,290 — 1,500,000 Proceeds from issuance of common stock 30,761 5,016 — 5,543 Net cash provided by financing activities 2,621,000 4,415,930 1,050,000 1,505,543 Net increase / (decrease) / increase in cash 1,070,219 ( 763,051 1,066,786 ) 26,372 Cash at beginning of period 2,093,718 1,023,499 1,786,550 Cash at end of period $ 2,093,718 1,026,932 $ 1,023,499 1,049,871 Supplemental disclosure of cash flow information:

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 19 more changes in the filing

Note 10: Deferred Revenue 2 changes

Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the year three months ended December March 31, 2024 and March 31, 2023, the Company recognized $ 861,496 and $ 930,436 , in revenue that was included in the prior year deferred revenue balance, respectively.

5 unchanged paragraphs

The deferred revenue balance is short-term and included under current liabilities on the accompanying unaudited condensed consolidated balance sheet.

Note 14: Commitments and Contingencies 25 changes

The Company has operating leases for its real estate across multiple states. The operating leases have remaining lease terms of approximately 0.76 0.51 years as of December March 31, 2023 2024 and consist primarily of office space.

2 unchanged paragraphs

The Company's existing leases contain escalation clauses and renewal options. The Company is not reasonably certain that renewal options will be exercised upon expiration of the initial terms of its existing leases. Prior to adoption of ASU 2016-02 effective January 1, 2022, the Company accounted for operating lease transactions by recording lease expense on a straight-line basis over the expected term of the lease.

1 unchanged paragraph

In evaluating long-lived assets for recoverability, the Company calculated the fair value of the sublease using its best estimate of future cash flows expected to result from the use of the asset. When undiscounted cash flows to be generated through the sublease is less than the carrying value of the underlying asset, the asset is deemed impaired. If it is determined that assets are impaired, an impairment loss is recognized for the amount that the asset's book value exceeds its fair value. Based on the expected future cash flows, the Company recognized an impairment loss upon adoption of ASC 842 Leases of $ 303,327 . The impairment loss was recorded to impairment loss on lease on the consolidated statement of operations for the year ended December 31, 2022.

1 unchanged paragraph

For the Three Months

2 unchanged paragraphs

Lease impairment cost

2 unchanged paragraphs

For the Three Months

3 unchanged paragraphs

impairment of right to use assets (operating cash flow)

1 unchanged paragraph

Operating lease right-of-use

assets obtained in exchange for lease obligations:

1 unchanged paragraph

Operating lease right-of-use

1 unchanged paragraph

Operating lease liability, long-term

4 unchanged paragraphs

Future minimum lease payments under non-cancellable

lease as of December March 31, 2023, 2024, are as follows:

1 unchanged paragraph

Year Ending December 31, 2024

3 unchanged paragraphs

In connection with the Merger, 7GC previously agreed to pay Cantor an Original Deferred Fee of $ 8,050,000 as deferred underwriting commissions. On November 8, 2023, Cantor and 7GC entered into a Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $ 4,050,000 of the $ 8,050,000 Original Deferred Fee, with the remaining $ 4,000,000 Reduced Deferred Fee payable by Banzai to Cantor following the Closing of the Merger. Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee will be payable in the form of the Cantor Fee Shares, which will be calculated as a number 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 Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of 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). In connection with the merger discussed in Note 4—Merger , the Company assumed the outstanding liabilities of 7GC, including the above discussed deferred underwriting fee payable.

Pursuant to the Fee Reduction Agreement, the Company also agreed to use its reasonable best efforts to have the registration statement 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 December 28, 2023, the Company and Cantor amended the Fee Reduction Agreement 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 fair value of the 1,113,927 shares of Class A Common Stock was determined to be $ 2,450,639 on December 28, 2023 based on the Company's opening stock price of $ 2.20 . Although the Company issued the Cantor Fee Shares, as of December March 31, 2023, 2024, the Company has not satisfied its Cantor Registration Rights Obligations. As such, the Company cannot conclude that it has settled its outstanding obligations to Cantor. Therefore, neither criteria under ASC 405 for extinguishment and derecognition of the liability were satisfied and the $ 4,000,000 Reduced Deferred Fee remained outstanding as a current liability on the Company's December March 31, 2023 2024 condensed consolidated balance sheet.

At each interim and annual period after December 31, 2023, the Company will monitor its compliance with the Cantor Registration Rights Obligations to determine whether the entire amount of the Reduced Deferred Fee has become due and payable in cash, or the Company's obligations have been satisfied and the remaining liability should be derecognized. At such time as the Company's obligations under the Fee Reduction Agreement have been satisfied the relief of the liability will be recorded through equity.

Roth Addendum to Letter Agreements

On October 13, 2022, Roth Capital Partners, LLC ("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 Merger 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 Merger. In February 2023, Roth acquired MKM. On December 8, 2023, the Company received an invoice from Roth for an advisory fee in the amount of $ 1,100,000 as well as transaction expenses reimbursable to Roth amounting to $ 6,813 . As of December 31, 2023, the Company recorded a liability for the total advisory fee of $ 1,106,813 to accrued expenses.

On February 2, 2024, the Company and Roth entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC (such engagement agreements, collectively, the "Roth Engagement Agreements," and such addendum, the "Roth Addendum"). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the "Roth Fee"), the Company (i) issued to Roth 175,000 shares (the "Roth Shares") of the Company's Class A Common Stock on February 2, 2024, and (ii) on or before June 30, 2024, will 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 daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the "Additional Roth Shares"). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares (which may be more or less than 600,000 ) that may occur pursuant to the Roth Addendum. This registration statement became effective on February 14, 2024. The $ 300,000 cash payment has not yet been made as of the date of filing of these condensed consolidated financial statements.

On February 2, 2024, the Company issued the 175,000 Roth Shares with a fair value of $ 278,833 on the date of issuance. As neither the remaining $ 300,000 cash payment, nor any Additional Roth Shares had been paid or issued to Roth, as of March 31, 2024, $ 300,000 will remain as an accrued expense on the Company's condensed consolidated balance sheet, payable to Roth on or before June 30, 2024. Therefore, the 175,000 shares are determined to settle $ 806,813 of the obligation recognized as of December 31, 2023, resulting in gain of $ 577,513 that has been recognized as a gain on extinguishment of liability on the Company's condensed consolidated statement of operations.

In the regular course of business affairs and operations, we are the Company is subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess The Company assesses the probability that we could they may incur a liability in connection with certain of these lawsuits. Our The Company's assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, we do the Company does not currently possess sufficient information to determine a range of reasonably possible liability.

Class A and B Common Stock

The Company is authorized to issue up to 275,000,000 shares, consisting of 250,000,000 Class A Common Stock, and 25,000,000 shares of Class B Common Stock par value $ 0.0001 per share.

Note 18: Subsequent Events 153 changes

Yorkville SEPA Supplemental Agreement

As previously disclosed, pursuant to the SEPA, dated December 14, 2023, between the Company and Yorkville, Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, a Pre-Paid Advance for an aggregate principal amount of up to $ 3.5 million, $ 2.0 million (less a 10 % discount) of which was funded at the closing of the Company's Merger and $ 1.5 million (less a 10 % discount) of which was to be funded when the Company's Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on December 29, 2023, and amended on February 5, 2024, becomes effective and the Company obtains stockholder approval for the issuance of shares in excess of 19.99 % of the aggregate number of shares of the Company's Class A common stock issued and outstanding as of the date of the SEPA in accordance with the applicable rules of Nasdaq.

On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the "SEPA Supplemental Agreement") to increase the amount of the Pre-Paid Advance under the SEPA by $ 1.0 million (the "Additional Pre-Paid Advance Amount"), for an aggregate principal amount of $ 4.5 million to be advanced by Yorkville to the Company under the SEPA and SEPA Supplemental Agreement. The Additional Pre-Paid Advance Amount (less a 10 % discount) was funded on February 5, 2024 in exchange for a promissory note in the principal amount of $ 1.0 million (the "Yorkville Promissory Note"). The Yorkville Promissory Note matures on June 14, 2024 and bears interest at a rate of 0 %, subject to certain adjustments.

On March 27, 2024, the Company and Yorkville entered into a supplemental agreement (the "SEPA March Supplemental Agreement") to increase the amount of the Pre-Paid Advance under the SEPA by $ 1.5 million (the "March Additional Pre-Paid Advance Amount"), for an aggregate principal amount of $ 4.5 million to be advanced by Yorkville to the Company under the SEPA, SEPA Supplemental Agreement, and SEPA March Supplemental Agreement. The March Additional Pre-Paid Advance Amount (less a 10 % discount) was funded on March 27, 2024 in exchange for a promissory note in the principal amount of $ 1.5 million (the "March Yorkville Promissory Note"). The March Yorkville Promissory Note matures on June 14, 2024 and bears interest at a rate of 0 %, subject to certain adjustments.

Yorkville Advance Agreement Amortization Event Waiver

On January 24, 2024, Yorkville provided the Company with a waiver with respect to the triggering of an amortization event in January 2024, in terms of the Yorkville Convertible Note Agreement, which would have required the Company to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, with each monthly repayment to be in an amount equal to the sum of (x) $ 1,000,000 , plus (y) 10 % in respect of such amount, and (z) all outstanding accrued and unpaid interest as of each payment date. As a result of the waiver, no repayments were required by the Company, and the floor price trigger underlying the amortization event was reset on February 15, 2023, at which point the amortization event trigger was cured.

In March, 2024, Yorkville submitted six Advance Notice Investor Notices, related to the purchase of common shares of the Company, with the aggregate purchase price of those shares offset against amounts outstanding by the Company under the Pre-Paid Yorkville Convertible Notes and to settle the Deferred Fee payable to Yorkville. Yorkville purchased a total of 1,889,358 and 710,025 shares, for a total aggregate purchase consideration of $ 1,200,000 and $ 500,000 in settlement of the Yorkville Convertible Notes and Deferred Fee, respectively. The conversion prices applicable to these purchases ranged from $ 0.6330 to $ 0.7042 per share.

Roth Addendum to Letter Agreements

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 Merger 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 Merger. In February 2023, Roth acquired MKM.

On February 2, 2024, the Company and Roth entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC (such engagement agreements, collectively, the "Roth Engagement Agreements," and such addendum, the "Roth Addendum"). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the "Roth Fee"), the Company (i) issued to Roth 175,000 shares (the "Roth Shares") of the Company's Class A Common Stock, and (ii) on or before June 30, 2024, will 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 daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the "Additional Roth Shares"). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares (which may be more or less than 600,000 ) that may occur pursuant to the Roth Addendum. This registration statement became effective on February 14, 2024. The $ 300,000 cash payment has not yet been made as of the date of filing of these annual financial statements.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 5, 2024, the Company received a letter (the "Letter") from the staff at Nasdaq notifying the Company that, for the 30 consecutive business days prior to the date of the Letter, the Company's Minimum Value of Listed Securities ("MVLS") was below the minimum of $ 50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). The staff at Nasdaq also noted in the Letter that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(A), which requires listed companies to have total assets and total revenue of at least $ 50,000,000 each for the most recently completed fiscal year or for two of the three most recently completed fiscal years. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on Nasdaq.

In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until August 5, 2024, to regain compliance. The Letter notes that to regain compliance, the Company's MVLS must close at or above $ 50 million for a minimum of ten consecutive business days during the compliance period. The Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market).

If the Company does not regain compliance by August 5, 2024, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.

The Company intends to actively monitor the Company's MVLS between now and August 5, 2024, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

On February 5, 2024, the Company and GEM entered into a settlement agreement (the "GEM Settlement Agreement"), pursuant to which (a) the Company and GEM agreed to (i) settle the Company's obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $ 1.2 million in cash within three business days of the GEM Settlement Agreement and (ii) issued to GEM, on February 5, 2024, an unsecured 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").

The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 2,000,000 shares of Class A Common Stock that may be issuable under the terms of the GEM Promissory Note. The GEM Promissory Note contains customary events of default. If an event of default occurs, GEM may, at its option, demand from the Company immediate payment of any outstanding balance under the GEM Promissory Note. As of the date of this Annual Report, we have issued an aggregate of 139,470 shares of Class A Common Stock to GEM in lieu of monthly payment obligations.

Conversion of 7GC Promissory Notes

As discussed per Note 14—Debt

, On December 12, 2023, in connection with the Merger, the Sponsor came to a non-binding agreement with 7GC to amend 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 of the Merger 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, pursuant to and in accordance with the First Amendment Conversion Provisions, the Sponsor exercised its right to convert the full principal amount under each of the 7GC Notes within 30 days after the Closing, and such conversions were completed on February 2, 2024, resulting in the issuance to the Sponsor of an aggregate of 890,611 shares of Class A Common Stock (collectively, the "Conversion and Issuance").

Forfeiture and Cancellation of 7GC Sponsor Shares

In January 2024, the Company and 7GC entered into an agreement whereby 7GC agreed to forfeit a total of 100,000 shares held by 7GC. These shares were transferred to the Company and subsequently cancelled.

Issuance of Shares as Compensation for Marketing Agreement

On February 16, 2024, the Company entered into a Marketing Services Agreement with a vendor. This agreement was effective February 19, 2024, and relates to the provision of marketing and distribution services to the Company. Effective as of February 19, 2024, as compensation for these services, the Company agreed to issued to this vendor a total of 153,492 ordinary shares, with a market value as of the valuation date, of $ 200,000 . As of the date of this annual report, these shares have not yet been issued to the vendor.

Information Not Required in Prospectus

On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024 .

On May 1, 2024, the Company issued 260,443 shares of the Company's Class A common stock to GEM pursuant to the Unsecured Promissory Note, dated February 5, 2024, between the Company and GEM.

On May 2, 2024, the Company received Investor Notice No. 4 under the SEPA to purchase $ 100,000 shares of the Company's Class A common stock. Pursuant to receipt of the Investor Notice, the Company issued 334,336 shares of the Company's Class A common stock to Yorkville at a purchase price of $ 0.2991 . The issuance amounted to an offset of $ 100,000 against the Company's outstanding principal under the then-outstanding Promissory Notes.

On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the "Debt Repayment Agreement") acknowledging as of the effective date of the Debt Repayment Agreement, that the February Promissory Note had been fully repaid and as of the effective date, $ 2,800,000 of principal remains outstanding under the Yorkville Promissory Notes. Pursuant to the Debt Repayment Agreement, Yorkville shall not (i) deliver any Investor Notice (as defined above pursuant to the SEPA), or (ii) exercise its right to convert all or any portion of any outstanding Promissory Notes after the effective date, for the duration of the standstill period (the "Standstill"). The Standstill is such that within three (3) business days upon the closing of a registered offering, the Company shall (i) pay to Yorkville certain repayment proceeds against outstanding Promissory Notes then-outstanding, and (ii) deliver to Yorkville an Advance Notice. Yorkville has agreed that on the date of such a closing of a registered offering, for ninety (90) days after the closing, (A) it will (i) deliver to the Company and Investor Notice pursuant to the SEPA, or (ii) exercise its Conversion Right and (B) any obligation of the Company to make any monthly payments of the Promissory Notes shall be suspended for the duration of the Standstill period. Additionally, the Company and Yorkville have agreed that upon commencement of the Standstill period, the Floor Price pursuant to the then-outstanding Promissory Notes, shall be adjusted to a price to be mutually agreed between the Company and Yorkville, and upon commencement of the Standstill period, the maturity date of each of the then-outstanding Promissory Notes shall be extended by one hundred and twenty (120) days after the closing of such a registered offering.

On May 6, 2024, the Company issued 320,000 shares of the Company's Class A common stock as compensation pursuant to a business development and general consulting services agreement entered into in April 2024.

In May, 2024, Yorkville submitte

Yorkville SEPA Advance Purchase Notices and Yorkville Deferred Fee Settlement In February, 2024, Yorkville submitted two Advance d a Conversion Notice, Investor Notices, related to the purchase of common shares of the Company, with the aggregate purchase price of those shares offset against amounts outstanding by the Company under the Pre-Paid Yorkville Convertible Notes. Once issued, Yorkville will have purchased a total of 344,377 360,136 shares, for a total aggregate purchase consideration of $ 300,000 100,000 . The conversion prices price applicable to these purchases ranged from $ 0.7616 to this purchase is approximately $ 1.2229 0.28 per share.

On May 14, 2024, the Company granted options for the purchase of up to 1,200,000 shares of the Company's Class A common stock, to various executive employees of the Company, under the Company's 2023 Equity Incentive Plan (the "Plan"). These options vest over a period of four years , have a term of 10 years and have exercise prices ranging from $ 1 to $ 5 . On this same date, the Company granted options for the purchase of up to 144,500 shares of the Company's Class A common stock to various employees and outside contractors, under the Plan. These options vest over a period of four years , have a term of 10 years and with an exercise price equal to the closing market price of the Company's Class A common stock, on the grant date. Further, on this same date, the Company granted 219,290 RSUs covering shares of Company's Class A common stock, to various employees and outside contractors, under the Plan. These RSUs vest over a period of four years .

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Banzai International Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Banzai International, Inc. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph—Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2023.

BANZAI INTERNATIONAL, INC.

Consolidated Balance Sheets

as of December 31, 2023 and 2022

Less: Allowance for credit losses

Accounts receivable, net

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use

Deferred offering costs

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Simple agreement for future equity

Simple agreement for future equity—related party

Convertible notes—related party

Convertible notes (CP BF)

Bifurcated embedded derivative liabilities

Bifurcated embedded derivative liabilities—related party

Notes payable—related party

Deferred underwriting fees

Warrant liability—related party

and 88 more changes in the filing

Note 3: Summary of Significant Accounting Policies 53 changes

77 unchanged paragraphs

and 53 more changes in the filing

Note 6: Related Party Transactions 1 change

2 unchanged paragraphs

5 unchanged paragraphs

and 1 more change in the filing

Note 8: Fair Value Measurements 1 change

45 unchanged paragraphs

7 unchanged paragraphs

and 1 more change in the filing

Note 14: Debt 2 changes

50 unchanged paragraphs

11 unchanged paragraphs

26 unchanged paragraphs

and 2 more changes in the filing

Other Expenses of Issuance and Distribution 1 change

4 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing

Recent Sales of Unregistered Securities 5 changes

12 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

and 5 more changes in the filing

Exhibits 4 changes

14 unchanged paragraphs

3 unchanged paragraphs

29 unchanged paragraphs

2 unchanged paragraphs

and 4 more changes in the filing

Undertakings 3 changes

16 unchanged paragraphs

2 unchanged paragraphs

6 unchanged paragraphs

and 3 more changes in the filing