Banzai International: securities offering

Cover page 52 changes

filed with the Securities and Exchange Commission on July 30, September 19, 2024

13 unchanged paragraphs

Avenue of the Americas

7 unchanged paragraphs

TO COMPLETION-DATED JULY 30, 2024

Warrants to Purchase up to [ ] shares of Class A Common Stock

Warrants to Purchase up to [ ] shares of Class A Common Stock to [ ] shares of Class A Common Stock underlying the Common Warrants to [ ] shares of Class A Common Stock underlying the Pre-Funded Warrants

International, Inc. is offering, on a best efforts basis, up to [ ] 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 [ ] 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.

have assumed a public offering price of $[ ] per share and accompanying Common Warrant, based on the last reported sale price of our Class A Common Stock on [ ], 2024. The Common Warrants will be exercisable immediately, have an assumed initial exercise price of $[ ] per share, and will expire five years from the date of issuance. The actual public offering price will be determined between us, [ ] (whom we refer to herein as "[ ]" 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.

are also offering Pre-Funded Warrants to purchase up to [ ] 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 a Common 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.

to this prospectus, we are also offering the shares of Class A Common Stock issuable upon the exercise of Pre-Funded Warrants and Common

Warrants offered hereby. These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated [ ], 2024 between us and the purchasers.

have engaged the Placement Agent in connection with the securities offered in this prospectus. 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 but has agreed to use its best efforts to sell the securities offered by this prospectus. We have agreed to pay the Placement Agent a fee based upon the aggregate gross proceeds raised in this offering as set forth in the table below.

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 [ ], 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").

Common Warrants offered pursuant to this prospectus on any national securities exchange or other nationally recognized trading system.

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

TO COMPLETION-DATED SEPTEMBER 19, 2024

to [ ] 25,000,000 Shares of Class A Common Stock

International, Inc. filing this prospectus for the offer and sale from time to time by the selling securityholder named in this prospectus (the "Selling Securityholders") of up to 25,000,000 shares of Class A Common Stock, consisting of shares of Class A

Common Stock issuable pursuant to Advances (as defined below) under that certain standby equity purchase agreement (the "Original

SEPA"), dated December 14, 2023, by and among Legacy Banzai, 7GC and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP ("Yorkville"), as amended by that certain supplemental agreement (the "SEPA

Supplemental Agreement" and, together with the Original SEPA, the "SEPA"), dated February 5, 2024. On December

29, 2023, we filed a registration statement on Form S-1 (File No. 333-276307) to register up to 5,726,282 shares of Class A Common

Stock issuable pursuant to Advances under the SEPA; the registration statement was declared effective on February 2, 2024 (the "Prior

SEPA Registration Statement"). We are filing this registration statement to register additional shares of Class A Common Stock issuable pursuant to Advances under the SEPA for resale.

will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholder pursuant to this prospectus.

However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under the heading " Material

Financing Arrangements – SEPA," " Information Related to Offered Securities " and " Description of Securities ."

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

Stock by the Selling Securityholder pursuant to this prospectus. We provide more information about how the Selling Securityholder may sell the shares in the section entitled "Plan of Distribution."

of a substantial number of shares of Class A Common Stock in the public market, including the resale of the shares of Class A

Common Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. We expect that, because there is a large number of shares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Securityholder will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

Class A Common Stock is listed on The Nasdaq Global Market, under the symbol "BNZI." On July 29, September 16, 2024, the last reported sale price of our Class A Common Stock was $.15 $3.65 per share. We do not intend to list the Pre-Funded Warrants or the

1 unchanged paragraph

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

1 unchanged paragraph

Public offering price

Placement Agent Fees(1)

Proceeds to us, before expenses(2)

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"). 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 [ ] 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.

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

of the shares of our Class A Common Stock, Pre-Funded Warrants and Common Warrants is expected to be made on or about ,

The date of this prospectus is [ ], 2024. September 19,

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The offering 13 changes

Stock we are offering

to [ ] shares of Class A Common Stock, based on an assumed public offering price of $[ ], the closing price of our Class A Common are also offering to those purchasers whose purchase of Class A Common Stock in this offering would otherwise 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 closing of this offering, in lieu of purchasing Class A Common Stock, Pre-Funded Warrants to purchase up to an aggregate of shares of our Class A Common Stock. Each Pre-Funded Warrant is exercisable for one share of our Class A Common Stock. The purchase price of each Pre-Funded Warrant is equal to the price at which a share of Class A Common Stock is being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant is $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This offering also relates to the shares of Class A Common Stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. For each Pre-Funded Warrant that we sell, the number of shares of Class A Common Stock that we are offering will be reduced on a one-for-one basis.

Warrants we are offering

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 $[ ] per share (based on an assumed public offering price of $[ ] , the closing price of our Class A Common Stock on [ ], 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.

have agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase up to [ ] 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.

A Common Stock outstanding immediately before this offering

B Common Stock outstanding immediately before this offering

A Common Stock to be outstanding after this offering

B Common Stock to be outstanding after this offering

Shares of Common Stock offered by Selling Securityholder

shares of Class A Common Stock that may be

issued pursuant to Advances under the SEPA

A Common Stock outstanding on September 19, 2024

Risk factors 2 changes

3 unchanged paragraphs

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.

have incurred significant operating losses since our inception, including operating losses of $9.8 $$9.8 million, $6.2 million, $3.6 $8.7 million and $2.4 $7.3 million in the years ended December 31, 2023, and 2022 and the three six months ended March 31, June 30, 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 six months ended June 30, 2024 and June 30, 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.

1 unchanged paragraph

Management 485 changes

and leadership issues: ineffective leadership, poor decision-making, or lack of direction.

inefficiencies: inadequate processes and poor resource allocation may lead to decreased productivity or insufficient ROI.

mismanagement: inadequate financial planning, improper accounting practices, or excessive debt can lead to financial instability.

challenges: high turnover, lack of skilled staff, or internal conflicts can impact morale and productivity.

obsolescence: failing to develop (or adapt) to new technologies in anticipation or response to changes in market trends can lead to competitive disadvantages.

risks include, among others:

factors: including economic downturns, inflation, or currency fluctuations impacting business spending and overall market conditions.

from established industry players to new entrants, eroding market share and profitability.

and regulatory: changes in laws or regulations that impact operations or increase compliance costs.

disruptions: from advancements in technology leading to obsolescence of existing products.

events: including natural disasters, geo-political instability, and pandemics, potentially impacting market demand, operational or supply chain disruption.

of the Impact of Operational Risks on Financial Performance

risk factors described above could have significant impacts on Banzai's financial performance. These or other factors, including those risk factors summarized in the section titled "Risk Factors" could impact Banzai's ability to generate and grow revenue, contain costs, or inhibit profitability, cash flow, and overall financial performance:

and Sales: Internal risks from operating inefficiency or external factors, including economic downturns or increased competition, could lead to lower sales, impaired unit economics, and reduced revenue.

and Expenses: Internal operating mismanagement or external factors, including supplier issues, may cause increased cost relative to revenue generation, resulting in insufficient return on investment or profit margins.

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

Business Combination and Public Company Costs

Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, 7GC was treated as the acquired company for financial statement reporting purposes. Accordingly, for accounting purposes, the financial statements of Banzai represent a continuation of the financial statements of Legacy Banzai with the Business Combination treated as the equivalent of Legacy Banzai issuing stock for the net assets of 7GC, accompanied by a recapitalization. The net assets of 7GC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Banzai in this and future reports of Banzai.

a consequence of the Business Combination, we became the successor to an SEC-registered and Nasdaq-listed company, which required Banzai to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.

We incurred and expect to incur additional annual expenses as a public company for, among other things, directors' and officers' liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. We are qualified as an "emerging growth company." As a result, we have been provided certain disclosure and regulatory relief. Our future results of operations and financial position may not be comparable to Legacy Banzai's historical results of operations and financial position as a result of the Business Combination.

General and administrative expenses

Depreciation expense

Impairment loss on operating lease

Total operating expenses

Other expenses (income):

SEPA commitment fee and deferred fee expense

GEM commitment fee expense

Interest expense - related party

Loss (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

Loss on modification of simple agreement for future equity

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 ) -100.0 % (2,752 ) 4,078 (6,830 ) -167.5 % Change in fair value of bifurcated embedded derivative liabilities (32 ) -100.0 % (1,405 ) (1,659 ) -653.1 % Change in fair value of bifurcated embedded derivative liabilities - related party (137 ) -100.0 % (3,063 ) (3,670 ) -604.6 % Change in fair value of convertible promissory notes - nm (34 ) - (34 ) nm Total other (income) expenses $ 889 $ 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 % Income 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".

of Results of Operations

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 three months ended March 31, 2024, Banzai reported total revenue of approximately $1,079 thousand, representing a decrease of approximately $98 thousand, or approximately 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 $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 approximately $25 thousand for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 due to churn and lower new sales period-over-period.

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.

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.

Total operating expenses

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.

Total other expenses (income)

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:

settlement commitment fee expense of approximately $0.2 million.

on extinguishment of debt of approximately $0.5 million.

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.

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.

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.

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.

Income tax (benefit) expense

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.

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.

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

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.

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.

the years ended December 31, 2023 and 2022, Banzai's cost of revenue totaled $1.4 million and $2.0 million, respectively. This represents a decrease of $0.5 million, or approximately 26.2%, in 2023 compared to 2022, due primarily to lower customer base and an approximately 5% lower cost per average customer, driven by lower contracted services and data licenses costs of approximately $0.3 million and $0.2 million, respectively.

the years ended December 31, 2023 and 2022, Banzai's gross profit was $3.1 million and $3.4 million, respectively. This represents a year-over-year decrease of $0.3 million, or approximately 7.7% due to the decreases in revenue of $0.8 million and decreases in cost of revenue of $0.5 million described above.

Total operating expenses

operating expenses for the years ended December 31, 2023 and 2022, were $12.9 million and $9.6 million, respectively, signifying a year-over-year increase of approximately $3.3 million, or 34.7%. This increase was due primarily to fees associated with the Business Combination and the initial public offering of our predecessor, 7GC, including the cost associated with audit, technical accounting, legal and other professional services of approximately $3.7 million, primarily offset by the loss on impairment of lease of $0.3 million.

Total other (income) expenses

the year ended December 31, 2023, Banzai reported total other expenses of $4.6 million. This represents a decrease of $4.6 million from the year ended December 31, 2022, when the Company reported total other expenses of $9.3 million. The change in other expenses (income), net was primarily driven by the following:

cost associated with the Yorkville SEPA, of $3.8 million.

warrants issued as a financing expense of approximately $2.4 million.

commitment fee expense of $2.0 million.

in fair value of the simple agreement for future equity ("SAFEs") was a gain of $3.0 million in 2023, of which $2.8 million pertained to related party SAFEs. This represents a net change of $7.3 million from the 2022 loss of $4.4 million, $4.1 million of which related to related party SAFEs.

on modification of SAFEs was $1.7 million in 2022, $1.6 million of which was related to related party SAFEs, with no equivalent modification or resulting gain or loss in 2023.

in fair value of warrant liability was a gain of $1.7 million in 2023, with a loss of $0.1 million related to related party warrant liabilities. These warrants, both third party and related party, were issued and assumed in 2023, and as such, there was no equivalent gain or loss on warrant liabilities in 2022.

expense increased by $3.2 million ($2.2 million due to related party) year-over-year to $5.6 million for the year ended December 31, 2023 ($2.9 million for related party) due to the company raising additional interest bearing debt during 2023.

in fair value of bifurcated embedded derivative liabilities was a gain of $4.5 million ($3.1 million for related party) as of December 31, 2023, relative to a loss of $0.9 million in 2022.

Provision for income taxes

the years ended December 31, 2023 and 2022, Banzai's reported provision for income tax expense was $0.0 million and $0.0 million, respectively. There was no year-over-year increase or decrease to income tax expense.

of December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $26,705,200 and $13,043,900, respectively. As of December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $15,325,300 and $9,175,400, respectively. Federal losses of $124,500 begin to expire in 2036 and $26,580,700 of the federal losses carryforward indefinitely.

State losses of $10,666,100 begin to expire in 2031 and $2,377,800 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. Banzai has determined that it had no material uncertain tax benefits for the years ended December 31, 2023 and 2022.

recognizes interest accrued for unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2023, and 2022. Banzai files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, Banzai is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. Our 2016 and subsequent tax years remain open to examination by the IRS. Banzai had no open tax audits with any taxing authority as of December 31, 2023.

the years ended December 31, 2023 and 2022, Banzai reported net losses of $14.4 million and $15.5 million, respectively. This improvement is primarily due to a reduction in total other expenses of $4.6 million in 2023 compared to 2022, offset by an increase in operating expenses of $3.3 million and a decrease in gross profit of $0.3 million.

Accounting Estimates

consolidated financial statements have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in an estimate, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in the estimate.

believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2023, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment.

Company's impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is "more likely than not" that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required.

and 405 more changes in the filing

Use of proceeds 9 changes

estimate that the net proceeds to us from this offering from the sale of the securities will be approximately $[ ] million based on an assumed offering price of $[ ] per share and accompanying Common Warrant, which was the last reported sale price of our Class A Common Stock on [ ], 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 $[ ] per share, we would receive additional net proceeds of approximately $[ ] 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. Additionally, because this is a "best efforts" offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, the placement agents' fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. As a result, we may receive significantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds from the sale of 75%, 50%, and 25% of the securities offered in this offering would be approximately $[ ] million, $[ ] million, and $[ ] million, respectively, after deducting the estimated placement agent fees and estimated offering expenses payable by us, and assuming no issuance of any pre-funded warrants. The combined public offering price per share (or pre-funded warrant)will be fixed for the duration of this offering.

intend to use the net proceeds from the sale of our securities in this offering to pay off a portion of the currently outstanding debt 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.

plan to use $[ ] 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 July 30, 2024, we had $1,950,000 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.

of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering.

Accordingly, our management will have broad discretion in the timing and application of these proceeds.

will not receive any of the proceeds from the sale of the shares of Common Stock being offered by the Selling Securityholder.

1 unchanged paragraph

of July 30, 2024, our Class A Common Stock is listed on The Nasdaq Global Market under the symbol "BNZI".

of September 16, 2024, our Class A Common Stock is listed on The Nasdaq Global Market under the symbol "BNZI". Our Public Warrants are currently listed on The Nasdaq Global Market under the symbol "BNZIW." As of July 30, September 16, 2024, there were 44 75 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.

Following receipt of the necessary shareholder and Nasdaq approval, we have implemented a reverse stock split of our Class A Common Stock at a 1:50 ratio, to be effective on September 19, 2024. Following the split, we have a new cusip number06682J308.

Dividend policy 20 changes

13 unchanged paragraphs

3,576,076 shares available pursuant to our 2023 Equity Incentive Plan and 572,172 shares available pursuant to our Employee Stock following table sets forth our cash, as well as our capitalization, as of March 31, 2024, as follows:

an actual basis; and

an as adjusted basis, giving effect to the assumed sale by us of [ ] shares of common stock in this offering at an assumed public offering price of $[ ] 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 debt as described under "Use of Proceeds".

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 March 31, 2024, and the related notes thereto, that appear elsewhere in this prospectus.

Stockholders' deficit:

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 2,311,134 Class B Common Stock) issued and outstanding, actual, and [ ] shares ([ ] Class A Common Stock and [ ] Class B Common Stock) issued and outstanding, as adjusted $ 2,022 $ Additional paid-in capital $ 20,421,999 $ Accumulated deficit $ (51,266,596 ) $ Total stockholders' deficit $ (30,842,575 ) $ Pro Forma per 10Q as filed as of March 31st 2024 March 31st 2024 per 10Q as filed Pro Forma - Public Offering Closed on May 31st 2024 Pro Forma As Adjusted Cash $ 1,026,932 $ 1,255,876 $ Total Assets $ 4,438,811 $ 1,255,876 $ Total liabilities $ 35,281,386 $ (750,000 ) $ Stockholders' deficit:

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 shares (250,000,000 Class A Common Stock) authorized and 20,221,589 shares (17,910,455 Class A Common Stock and 2,311,134 Class B Common Stock) issued and outstanding, actual, and [ ] shares ([ ] Class A, Common Stock and [ ] Class B Common Stock) issued and outstanding as adjusted $ 2,022 $ 1,389 $ Additional paid-in capital $ 20,421,999 $ 2,004,487 $ Accumulated deficit $ (51,266,596 ) $ - $ Total stockholders' deficit $ (30,842,575 ) $ 2,005,876 $ The number of shares of Class A Common Stock to be outstanding immediately after giving effect to this offering as shown above excludes:

17,311,581 ] shares issued by us in the aggregate between March 31, 2024 and [ July 29 ], 2024;

shares issuable upon exercise of outstanding Public Warrants with an exercise price of $11.50;

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");

shares issuable for repayment of the GEM Promissory

Note based on a VWAP of $0.16;

1,832,473 ] shares issuable upon exercise of outstanding stock options with a weighted average exercise price of $[ 3.25] granted through July 29, 2024;

877,903 ] shares issuable upon vesting of outstanding restricted stock units granted through [ July 29 ], 2024;

shares issuable upon conversion of Senior Convertible Notes;

shares issued to Yorkville on May 15, 2024 in connection with Yorkville's delivery of an Investor Notice pursuant to the Yorkville 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 4,081,633shares 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);

shares issuable upon conversion of outstanding shares of Class B Common Stock; and shares issuable upon exercise of outstanding Common Stock Purchase Warrants with an exercise price of $0.18; and shares issuable upon exercise of Placement Agent Warrants issued pursuant to the "best efforts" public offering the shares issuable upon exercise of the Common Warrants and up to [_] shares issuable upon the exercise of the Placement Agent Warrants to be issued in this offering.

Equity compensation plans approved by shareholders securityholders

Equity compensation plans not approved by shareholders securityholders

71,522 shares available pursuant to our 2023 Equity Incentive Plan and 11,443 shares available pursuant to our Employee Stock Purchase Plan.

MD&A 7 changes

7 unchanged paragraphs

generated revenue of $4.6 million, $5.3 million, $1.1 $2.1 million and $1.2 $2.4 million in the years ended December 31, 2023 and 2022 and the three six months ended March 31, June 30, 2024 and 2023, respectively. Banzai has incurred significant net losses since inception, including net losses of $14.4 million, $15.5 million, $4.5 $8.7 million and $3.8 $7.3 million in the years ended December 31, 2023 and 2022 and the three six months ended March 31, June 30, 2024 and 2023, respectively. Banzai had an accumulated deficit of $46.8 million, $32.4 million and $51.3 $55.4 million as of December 31, 2023 and 2022 and March 31, June 30, 2024, respectively.

December 14, 2023, we consummated the Business Combination with Legacy Banzai. Pursuant to the terms of the Merger Agreement, the Business Combination was effected through (a) the merger of First Merger Sub with and into Legacy Banzai, with Legacy Banzai surviving as a wholly-owned subsidiary of 7GC and (b) the subsequent merger of Legacy Banzai with and into Second Merger Sub, with the Second Merger Sub being the surviving entity of the Second Merger, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC. Upon closing the Business Combination, we changed our name from 7GC & Co. Holdings Inc. to Banzai International, Inc. Recent Financing Reverse Stock Split On May 22, August 29, 2024, we priced held a "best efforts" public offering for the sale by the Company of an aggregate of 5,227,780 shares special meeting of our Class A common stock, 8,661,110 pre-funded warrants securityholders (the " Pre-Funded Warrants Special Meeting "). and 13,888,890 common warrants At the " Common Warrants "). Special Meeting, the public offering price was $0.18 per share Company's securityholders approved the proposal to amend our Second Amended and accompanying Common Warrant, or $0.1799 per Pre-Funded Warrant Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company's issued and accompanying outstanding Class A Common Warrant. The Pre-Funded Warrants are exercisable immediately, may be exercised Stock, at any time until all a ratio of up to 1-for-50, with the Pre-Funded Warrants are exercised in full, final ratio and have an exercise price exact timing to be determined at the discretion of $0.0001. the Common Warrants are exercisable immediately for Board of Directors. On September 10, 2024, our Board determined to effect a term reverse stock split at a ratio of five years 1-for-50, effective as ofSeptember 19, 2024 and have filed an exercise price amendment with the Secretary of $0.18. State of the State of Delaware.

A copy of the amendment is filed as Exhibit 3.3 attached hereto.

the company is seeking to raise additional capital through a private placement leveraging SEPA with the proceeds to support its operation and expansion through acquisition. Although the Prior SEPA Registration Statement remains effective, we are filing this registration statement to be able to draw down additional funds on the SEPA.

May 22, 2024, we priced a "best efforts" public offering for the sale by the Company of an aggregate of 104,556 shares of our Class A common stock, 173,222 pre-funded warrants (the " Pre-Funded Warrants "), and 277,778 common warrants (the " Common Warrants "). The public offering price was $9.00 per share and accompanying Common Warrant, or $8.9950 per Pre-Funded Warrant and accompanying Common Warrant. The Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0050. The Common Warrants are exercisable immediately for a term of five years and have an exercise price of $9.00.

Global Partners (" AGP ") acted as placement agent for the offering, pursuant to a placement agency agreement, dated May 22, 2024, between the Company and AGP (the " Placement Agency Agreement "). Under the Placement Agency Agreement, AGP received a cash fee of $174,939 and warrants (the " Placement Agent Warrants ") to purchase 833,333 16,667 shares of our Class A Common Stock at an exercise price per share equal to $0.20. $10.00. The offering closed on May 28, 2024.

1 unchanged paragraph

following table presents the percentage of Banzai's revenue generated from Demio for the years ended December 31, 2023 and 2022 and the three six months ended March 31, June 30, 2024 and 2023 as compared to their other SaaS products.

38 unchanged paragraphs

Market risk 4 changes

3 unchanged paragraphs

material weaknesses in our internal control over financial reporting for the year ended December 31, 2023, and the quarter ended March 31, 2024, were as follows:

of March 31, June 30, 2024, the Company concluded that it had material weaknesses in its IT General Controls, adherence to the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in Internal Control-Integrated Framework (2013), and period end financial close and reporting process as described below.

material weaknesses in our internal control over financial reporting for the year ended December 31, 2023, and the quarter ended June (1) IT General Controls -We did not maintain an effective IT control environment because we did not maintain a formal cybersecurity governance program, sufficient provisioning, deprovisioning, user access reviews, and reviews of service organizations.

9 unchanged paragraphs

utilized the services of external consultants to assist in the identification and documentation of entity level controls as of March 31, June 30, 2024. Additionally, in Q1 2024 we completed a formal COSO mapping document and remediation plans have been drafted where gaps were identified.

5 unchanged paragraphs

Related-party transactions 49 changes

5 unchanged paragraphs

December 13, 2023, in connection with the Business Combination, 7GC and the Sponsor entered into a share transfer agreement (the "December Share Transfer Agreement") with Alco, pursuant to which for each $10.00 in principal borrowed under the New Alco Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. On October 3, 2023 and November 16, 2023, 7GC, the Sponsor, and Alco also entered into share transfer agreements, pursuant to which the Sponsor agreed to forfeit an aggregate of 225,000 shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive 225,000 shares of Class A Common Stock at (and contingent upon) the Closing (such share transfer agreements together with the December Share Transfer Agreement, the "Share Transfer Agreements"). Alco is subject to a 180-day lock-up period with respect to such shares of Class A Common Stock pursuant to the Share Transfer Agreements, subject to customary exceptions.

December 13, 2023, in connection with the Business Combination, 7GC and the Sponsor entered into a share transfer agreement (the "December Share Transfer Agreement") with Alco, pursuant to which for each $500.00 in principal borrowed under the New Alco Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 12,000. On October 3, 2023 and November 16, 2023, 7GC, the Sponsor, and Alco also entered into share transfer agreements, pursuant to which the Sponsor agreed to forfeit an aggregate of 4,500 shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive 4,500 shares of Class A Common Stock at (and contingent upon) the Closing (such share transfer agreements together with the December Share Transfer Agreement, the "Share Transfer Agreements"). Alco is subject to a 180-day lock-up period with respect to such shares of Class A Common Stock pursuant to the Share Transfer Agreements, subject to customary exceptions. Additionally, in connection with the December Share Transfer Agreement, (a) Legacy Banzai issued the New Alco Note to Alco in the aggregate principal amount of $2.0 million, which bears interest at a rate of 8% per annum and will be due and payable on December 31, 2024, and (b) Legacy Banzai, Alco, and the Lender agreed to amend that certain Subordinated Promissory Note issued by Legacy Banzai to Alco on September 13, 2023 in the aggregate principal amount of $1.5 million to extend the maturity date from January 10, 2024 to September 30, 2024. Immediately prior to, and substantially concurrently with, the Closing, (i) the Sponsor surrendered and forfeited to 7GC for no consideration an aggregate of 825,000 16,500 shares of the class B common stock of 7GC and (ii) the Company issued to Alco 825,000 16,500 shares of Class A Common Stock pursuant to the Share Transfer Agreements.

2 unchanged paragraphs

the Closing of the Business Combination, the 7GC Promissory Notes became payable, and the Sponsor gained the option, but not the obligation, to convert the principal balance of the 7GC Promissory Notes, in whole or in part, into shares of Class A Common Stock (the "Converted Shares") equal to the principal amount of the 7GC Promissory Notes so converted divided by $10.00. $500.00. On December 12, 2023, in connection with the Business Combination, the Sponsor and 7GC amended the optional conversion provision of the 7GC Promissory Notes to provide that the Sponsor has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the Closing at a conversion price equal to the average daily VWAP of Class A Common Stock for the 30 trading days following the Closing. Pursuant to these amended terms, each of the 7GC Promissory Notes was converted in full on February 2, 2024, resulting in the issuance to the Sponsor of an aggregate of 890,611 17,812 shares of our Class A Common Stock.

6 unchanged paragraphs

of (i) a 2023 Note issued to William Bryant in the principal amount of $33,000 on June 6, 2023. William Bryant resigned as one of our directors on September 9, 2024.

14 unchanged paragraphs

of 17,149 shares of Series A-1 Preferred Stock purchased by William Bryant. William Bryant resigned as one of our directors on September 9, 2024.

5 unchanged paragraphs

of a 2021 SAFE in the principal amount of $67,000 issued to William Bryant on September 17, 2021. William Bryant resigned as one of our directors on September 9, 2024.

11 unchanged paragraphs

following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock and Class B Common Stock as of July 29, September 16, 2024 for:

5 unchanged paragraphs

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 July 29, September 16, 2024, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

1 unchanged paragraph

Estate of Roland A. Linteau, III (8)

Entities Affiliated with DNX Partners (9)

Cantor Fitzgerald & Co. (10)

of beneficial ownership is based on 35,222,036 916,646 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of July 29, September 16, 2024 reflecting reverse stock split ratio at 1 to 50.

Name and Address of Beneficial Owner†

Directors and Named Executive Officers:

All Directors and Executive Officers of the Company as a Group (9 (8 Individuals) 112,247 12.25 % 2,311,134 % 96.65 % Five Percent or Greater Holders:

7GC & Co. Holdings LLC (1)

Alco Investment Company (7)

2 unchanged paragraphs

to one vote per share; each share of Class B Common Stock entitles its holder to ten votes on all matters presented to our stockholders generally. As a result, percentage of voting power is based on 58,333,376 24,027,986 total votes.

2 unchanged paragraphs

of 88 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 39.63% 96.19% of the aggregate voting power as of July 29, September 16, (3) Consists of options to purchase 57,621 1,229 shares of Class A Common Stock exercisable within 60 days of July 29, September 16, 2024.

of 120 shares of Class A Common Stock and options to purchase 50,067 1,068 shares of Class A Common Stock exercisable within 60 days of July (5) Consists of 25,170 shares of Class A Common Stock held directly by Mason Ward and 2,396,261 shares of Class A Common Stock held directly by Alco. September 16, 2024.

shares of Class A Common Stock held directly by Mason Ward and 47,925 shares of Class A Common Stock held directly by Alco.

1 unchanged paragraph

of options to purchase 3,073 67 shares of Class A Common Stock exercisable within 60 days of July 29, September 16, 2024.

1 unchanged paragraph

address of Estate of Roland A. Linteau III is c/o Justin D. Williams, 7320 Six Forks Road, Suite 100, Raleigh, North Carolina 27615.

of (i) 916,289 shares of Class A Common Stock held by DNX Partners III, LP ("DNX III"), (ii) 320,645 shares of Class A Common Stock held by DNX Partners Japan III, LP ("DNX Japan III") and (iii) 14,852 shares of Class A Common Stock held by DNX Partners S-III, LP ("DNX S-III"). DNX, LLC ("DNX III LLC") is the general partner of DNX III and DNX Japan III, and DNX Partners S3, LLC ("DNX S3") is the general partner of DNX S-III. Mitch Kitamura is the Managing Partner of DNX Partners and a Manager of each of DNX III LLC and DNX S3 and, in such capacity, has voting and investment control over the shares held by DNX III, DNX Japan III and DNX S-III such that Mr. Kitamura may be deemed to indirectly beneficially own the shares owned directly by DNX III, DNX Japan III and DNX S-III. The address of DNX III, DNX Japan III and DNX S-III is 55 East 3rd Avenue, San Mateo, California 94401.

upon a Schedule 13G filed with the SEC on February 12, 2024 by Cantor Fitzgerald & Co. ("CF&CO"), Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick reporting shared voting and dispositive power with respect to and beneficial ownership of 1,113,927 shares of Class A Common Stock. Cantor Fitzgerald Securities ("CFS") controls the managing general partner of CF&CO. Cantor Fitzgerald, L.P. ("CFLP") indirectly controls each of CFS and CF&CO. CFLP is controlled by CF Group Management, Inc. ("CFGM"), its managing general partner. Mr. Howard Lutnick is the Chairman and Chief Executive Officer of CFGM and also the trustee of CFGM's sole stockholder and therefore controls CFGM. As such, each of CFS, CFLP, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CF&CO. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address of each of the reporting persons is 110 East 59th Street, New York, New York 10022.

address of CP BF Lending LLC is 1910 Fairview Ave. SUITE 200, SEATTLE WA (9) (10) SELLING SECURITYHOLDERS This prospectus relates to the possible resale from time to time by Yorkville of any or all of the shares of Common Stock that may be issued by us to Yorkville under the SEPA. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled "Committed Equity Financing" above.

are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with Yorkville on December 14, 2023 in connection with the SEPA in order to permit Yorkville to offer the shares of Common Stock for resale from time to time. Except for the transactions contemplated by the SEPA and the Registration Rights Agreement, Yorkville has not had any material relationship with us within the past three years.

following table sets forth:

name of the Selling Securityholder;

number of our Shares of Common Stock that the Selling Securityholder beneficially owned prior to the Offering for resale of the shares under this prospectus;

maximum number of our Shares of Common Stock that may be offered for resale for the account of the Selling Securityholders under this prospectus; and the number and percentage of our Shares of Common Stock beneficially owned by the Selling Securityholder after the Offering of the shares (assuming all of the offered shares are sold by the Selling Securityholders), is based on 45,827,895 shares of Common Stock outstanding immediately prior to the reverse stock split or 916,646 shares of Common stock outstanding immediately after the split as of the date hereof; as stated previously, these figures do not include:

shares issuable upon exercise of outstanding Public Warrants with an exercise price of $575.00;

shares issuable upon exercise of the GEM Warrant with an exercise price of $324.50 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");

shares issuable for repayment of GEM Promissory Noted based on a VWAP of$3.167;

shares issuable upon exercise of outstanding stock options with a weighted average exercise price of $252.21 granted through September shares issuable upon vesting of outstanding restricted stock units granted through September 16, 2024;

shares issuable upon conversion of Senior Convertible Notes;

shares issued to Yorkville on May 15, 2024 as a noncash payment towards the Yorkville Promissory Notes;

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 192,892 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);

shares issuable upon conversion of outstanding shares of Class B Common Stock;

shares issuable upon exercise of outstanding Common Stock Purchase Warrants with an exercise price of $9.00; and shares issuable upon exercise of Placement Agent Warrants issued pursuant to the "best efforts" public offering the Company completed in May 2024.

of the Selling Securityholders is a broker dealer or an affiliate of a broker dealer. None of the Selling Securityholders has any agreement or understanding to distribute any of the shares being registered.

Selling Securityholder may offer for sale all or part of the shares from time to time. The table below assumes that the Selling Securityholders will sell all of the shares offered for resale. A Selling Securityholder is under no obligation, however, to sell any shares pursuant to this prospectus.

of Selling Securityholder

of Shares of Common Stock to be

of Shares of Common Stock Owned After

beneficial ownership of less than one percent of our outstanding shares (assuming all of the offered shares are sold by the Selling (1) For the purpose of this selling securityholder table only, the Offering refers to the resale of the Shares of Common Stock by each Selling (2) Consists of shares of Class A Common Stock issuable to Yorkville pursuant to Advances under the SEPA. The price at which we may issue and sell shares pursuant to an Advance under the SEPA may be at either (a) 95% of the average VWAP of the Class A Common Stock for the period commencing on the receipt of the Advance Notice by Yorkville and ending on 4:00 p.m. Eastern Time on the applicable date of the Advance Notice ("Pricing Option 1") or (b) 96% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days commencing on the date of the Advance Notice to Yorkville ("Pricing Option 2"), provided that we are subject to certain caps on the amount of shares of Class A Common Stock that we may sell pursuant to any Advance. See "Description of Securities—Yorkville SEPA " for more information regarding the SEPA.

we do not have the ability to control how many, if any, of their shares each of the Selling Securityholders will sell, we have assumed that the Selling Securityholders will sell all of the shares offered herein for purposes of determining how many shares they will own after the Offering and their percentage of ownership following the Offering.

percentages have been rounded up to the nearest one hundredth of one percent.

a fund managed by Yorkville Advisors Global, LP ("Yorkville LP"). Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. All investment decisions for YA II PN, LTD are made by Yorkville LLC's President and Managing Member, Mr. Mark Angelo. The business address of YA is 1012 Springfield Avenue, Mountainside, NJ 07092.

Plan of distribution 75 changes

Placement Agent 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.

will deliver the securities being issued to the investors upon receipt of such investor's funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about [ ], 2024.

have agreed to indemnify the Placement Agent and specified other persons against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the Placement Agent may be required to make in respect thereof.

have engaged [ ] 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:

Public offering price

Placement Agent fees

Proceeds to us, before expenses(1)

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

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. 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 $[ ].

Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent:

may not engage in any stabilization

activity in connection with our securities; and

may not bid for or purchase

any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

have also agreed to issue to the Placement Agent, or its permitted designees, Placement Agent Warrants to purchase up to [ ] 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.).

Class A Common Stock is listed on The Nasdaq Global Market under the trading symbol "BNZI." Our Public Warrants are listed on The Nasdaq Global Market under the trading symbol "BNZIW." We do not plan to list the Pre-Funded Warrants or the Common Warrants on the Nasdaq or any other securities exchange or trading market.

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.

Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

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

Activities and Relationships

Placement Agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

the ordinary course of their various business activities, the Placement Agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the Placement Agent or its affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the common stock offered hereby.

Any such short position could adversely affect future trading prices of the common stock offered hereby. The Placement Agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

foregoing does not purport to be a complete statement of the terms and conditions of the placement agent agreement or the securities purchase agreement, copies of which are attached to the registration statement of which this prospectus is a part. See "Where You Can Find More Information."

validity of any securities offered by this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC. The Placement Agent is being represented by Sullivan & Worcester LLP, New York, New York in connection with this offering.

financial statements of Banzai International, Inc. as of December 31, 2023 and for the years ended December 31, 2023 and 2022 included in this prospectus have been audited by Marcum, LLP, independent registered public accounting firm, as set forth in their report which report includes an explanatory paragraph related to the substantial doubt about the Company's ability to continue as a going concern, appearing elsewhere herein, and are included in reliance on such report given on the authority of such firm as experts in auditing and accounting.

YOU CAN FIND MORE INFORMATION

are required to file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this prospectus, over the Internet at the SEC's website at http://www.sec.gov .

website address is www.banzai.io. Through our website, we make available, free of charge, certain documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4, and 5 and Schedules 13D with respect to our securities filed on behalf of our directors and our executive officers; and amendments to those documents.

The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this prospectus.

TO FINANCIAL STATEMENTS

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

shares of Common Stock offered by this prospectus are being offered by the Selling Stockholder. The shares of Common Stock may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of Common Stock offered by this prospectus could be effected in one or more of the following methods:

brokers' transactions;

involving cross or block trades;

brokers, dealers, or underwriters who may act solely as agents;

the market" into an existing market for our common stock;

other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

privately negotiated transactions; or

combination of the foregoing.

order to comply with the securities laws of certain states, if applicable, the shares of Common Stock may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of Common Stock may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state's registration or qualification requirement is available and complied with.

an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act.

informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has acquired and may in the future acquire from us pursuant to the SEPA. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Yorkville has informed us that each such broker-dealer will receive commissions from Yorkville that will not exceed customary brokerage commissions.

dealers, underwriters or agents participating in the distribution of the shares of our Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares of Common Stock sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Common Stock sold by the Selling Stockholder may be less than or in excess of customary commissions.

Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Common Stock sold by the Selling Stockholder.

know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus.

Rule 5110 requires FINRA member firms (unless an exemption applies) to satisfy the filing requirements of Rule 5110 in connection with the resale, on behalf of Selling Shareholders, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a Selling Shareholder intends to sell any of the shares registered for resale in this prospectus through a member of FINRA participating in a distribution of our securities, such member is responsible for insuring that a timely filing, if required, is first made with the Corporate Finance Department of FINRA and disclosing to FINRA the following:

intends to take possession of the registered securities or to facilitate the transfer of such certificates;

complete details of how the Selling Shareholders' shares are and will be held, including location of the particular accounts;

the member firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type of payment transaction with the Selling Shareholders, including details regarding any such transactions; and in the event any of the securities offered by the Selling Shareholders are sold, transferred, assigned or hypothecated by any Selling Shareholder in a transaction that directly or indirectly involves a member firm of FINRA or any affiliates thereof, that prior to or at the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with the Corporate Finance Department of FINRA for review.

may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares of Common Stock offered by this prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of Common Stock by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus by the Selling Stockholder.

also have agreed to indemnify Yorkville and certain other persons against certain liabilities in connection with the offering of shares of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Yorkville has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Yorkville specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

represented to us that at no time prior to the date of the SEPA has Yorkville or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. Yorkville has agreed that during the term of the SEPA, neither Yorkville nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act.

With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

offering will terminate on the date that all shares of our Common Stock offered by this prospectus have been sold by the Selling Stockholder.

ELIGIBLE FOR FUTURE SALE

connection with the Business Combination, on the Closing Date, the Company and certain stockholders and executives of Legacy Banzai, including Legacy Banzai's officers, directors, and certain holders of 10% or more of the outstanding shares of Legacy Banzai Common Stock as of the date of the Merger Agreement, entered into Lock-Up Agreements effective as of the Closing Date (each, a "Lock-Up Agreement"). The terms of the Lock-Up Agreements provide that such signatory stockholders agree not to, without the prior written consent of the Company (subject to certain exceptions): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act and the rules and regulations of the SEC promulgated thereunder, any shares of Common Stock held by him, her, or it immediately after the Closing, any shares of Common Stock issuable upon the exercise of options to purchase shares, or any securities convertible into or exercisable or exchangeable for Common Stock held by him, her, or it immediately after the Closing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until 180 days after the closing date of the Business Combination.

Registered for Resale

addition to the shares being registered with this prospectus, Banzai filed registration statement on Form S-1 (File No. 333-276307) with the SEC for purposes of registering the resale from time to time of up to 24,274,995 shares of Common Stock (representing approximately 34.63% of our issued and outstanding shares of Common Stock and approximately 37.64% of our issued and outstanding shares of Common Stock held by non-affiliates (in each case, assuming the exercise of all of our warrants)), which was declared effective on to Rule 144, a person who has beneficially owned restricted Common Stock or Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of Banzai at the time of, or at any time during the three months preceding, a sale and (ii) Banzai is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as Banzai was required to file reports) preceding the sale.

who have beneficially owned restricted Common Stock or Banzai Warrants for at least six months but who are affiliates of Banzai at the time of, or at any time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

of the total number of shares of Common Stock then outstanding; or the average weekly reported trading volume of Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

by affiliates of Banzai under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about Banzai.

on the Use of Rule 144

144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

issuer of the securities that was formerly a shell company has ceased to be a shell company;

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

a result of the consummation of the Business Combination, we are no longer a shell company. Accordingly, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

701 under the Securities Act generally allows a stockholder who purchases shares of Banzai capital stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of Banzai during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of Banzai to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the applicable lock-up period expires.

Description of the securities 45 changes

15 unchanged paragraphs

Warrants to be issued in this offering

following summary of certain terms and conditions of the Pre-Funded Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of Pre-Funded Warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

The term "pre-funded" refers to the fact that the purchase price of the Pre-Funded Warrants in this offering includes almost the entire exercise price that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of $0.0001.

The purpose of the Pre-Funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding Class A Common Stock following the consummation of this offering the opportunity to invest capital into the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of shares of our Class A Common Stock which would result in such ownership of more than 4.99% (or, at the election of the holder, 9.99%), and receiving the ability to exercise their option to purchase the shares underlying the Pre-Funded Warrants at a nominal price at a later date.

The Pre-Funded Warrants will be issued as individual warrant agreements to the investors. You should review the form of Pre-Funded Warrant, filed as an exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and conditions applicable to the Pre-Funded Warrants.

The Pre-Funded Warrants are exercisable at any time after their original issuance. The Pre-Funded 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 in immediately available funds for the number of shares of our Class A Common Stock purchased upon such exercise (except in the case of a cashless exercise as described below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding Class A Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder's Pre-Funded Warrants 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 Pre-Funded Warrants.

and Exercise Price . The exercise price per whole share of our Class A Common Stock purchasable upon the exercise of the Pre-Funded Warrants is $0.0001 per share of Class A Common Stock. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

Exercise . If, at any time after the issuance of the Pre-Funded Warrants, the holder exercises its 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.

Subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon surrender of the Pre-Funded Warrants to us together with the appropriate instruments of transfer.

Listing . There is no established trading market for the Pre-Funded Warrants, and we do not plan on applying to list the Pre-Funded Warrants on The Nasdaq Global Market, any other national securities exchange or any other nationally recognized trading system.

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.

as a Stockholder . Except by virtue of such holder's ownership of shares of our Class A Common Stock or as otherwise set forth in the Pre-Funded Warrants, the holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our Class A Common Stock, including any voting rights, until the holder exercises the Pre-Funded Warrant.

Warrants to be issued in this offering

following summary of certain terms and provisions of the Common Warrants offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the form of Common Warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of Common Warrant.

and Exercise Price . Each Common Warrant offered hereby will have an assumed initial exercise price per share equal to $[ ] (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.

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.

Exercise . If, at the time a holder exercises its Common Warrants, a registration statement registering the issuance of the shares of Class A Common Stock underlying the Common Warrants under the Securities Act is not then effective or available, 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 may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Class A Common Stock determined according to a formula set forth in the Common Warrants.

Subject to applicable laws, the Common Warrants may be transferred at the election of the holder upon surrender of the Common Warrant to the Company together with the appropriate instruments of transfer.

Listing . There is no established public trading market for the Common Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Common Warrants on any securities exchange or nationally recognized trading system.

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.

as a Stockholder . Except as otherwise provided in the Common Warrants or by virtue of such holder's ownership of shares of our Class A Common Stock, the holders of the Common Warrants do not have the rights or privileges of holders of our Class A Common Stock, including any voting rights, until they acquire shares of our Class A Common Stock upon exercise of their Common Warrants.

have agreed to issue to the Placement Agent, or its designees, Placement Agent Warrants to purchase up to [_] 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.

2 unchanged paragraphs

whole Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 $575.00 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination (January 13, 2024) (subject to certain exceptions). Pursuant to the Warrant Agreement, a warrant holder may exercise its Public Warrants only for a whole number of shares of Class A Common Stock. The Public Warrants will expire five years after the Closing, at 5:00 p.m., New York City time.

of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $18.00. $900.00.

3 unchanged paragraphs

a minimum of 30 days' prior written notice of redemption to each warrant holder; and if, and only if, the closing price per share of Class A Common Stock equals or exceeds $18.00 $900.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading "- Warrants-Public Stockholder Warrants-Anti-dilution Adjustments") for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $18.00 $900.00 redemption trigger price (as adjusted for certain adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading " -Warrants-Public Stockholder Warrants-Anti-dilution Adjustments ") as well as the $11.50 $575.00 (for whole shares) Public Warrant exercise price after the redemption notice is issued.

8 unchanged paragraphs

GEM Warrant entitles GEM to purchase up to 828,533 16,571 shares of Class A Common Stock at an exercise price of $6.49 $324.50 per share. The exercise price will be adjusted to 105% of the then-current exercise price if on December 15, 2024, the GEM Warrant has not been exercised in full, and the average closing price per share of Class A Common Stock for the 10 trading days preceding December 15, 2024 is less than 90% of the then-current exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 15, 2026.

12 unchanged paragraphs

Yorkville Promissory Notes shall be convertible by Yorkville into shares of Class A Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) the Fixed Price of $2.0766 $103.83 per share or (b) the Variable Price of 90% of the lowest daily VWAP of the shares of Class A Common Stock on The Nasdaq Global Market during the ten trading days immediately prior to each conversion, but which Variable Price shall not be lower than the Floor Price then in effect. The "Floor Price" is $0.2940 $5.00 per share (subject to adjustment from time to time). Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than five (5) trading days' prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the shares of Class A Common Stock is less than $2.0766 $103.83 (subject to adjustment from time to time, the "Fixed Price").

8 unchanged paragraphs

May 22, 2024, the Company entered into an Amended and Restated Debt Repayment Agreement (the " Amended Debt Repayment Agreement ") with Yorkville with respect to the unsecured promissory note in the principal amount of $2,000,000 issued to Yorkville on December 14, 2023 (the " December Promissory Note ") and the unsecured promissory note in the principal amount of $1,500,000 issued to Yorkville on March 26, 2024 (the " March Promissory Note ," together with the December Promissory Note, the " Promissory Notes "). The Amended Debt Repayment Agreement amends and restates the Debt Repayment Agreement, dated as of May 3, 2024, by and between the Company and Yorkville. The Company issued the Promissory Notes pursuant to a Standby Equity Purchase Agreement, dated as of December 14, 2023, by and among Yorkville and the Company, as amended from time to time (the " SEPA "). As of the date hereof, there is an aggregate $2,700,000 $1,714,459 outstanding under the Promissory Notes.

5 unchanged paragraphs

of Issuances of Class A Common Stock Under the SEPA on our Stockholders shares of Class A Common Stock that may be issued by us to Yorkville under the SEPA that were registered under the Securities Act for resale by Yorkville on the S-1 Prior SEPA Registration Statement are expected to be freely tradable. The shares of Class A Common Stock registered for resale 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 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.

40 unchanged paragraphs

laws of the State of Washington, where the Company's principal executive offices are located, impose restrictions on certain transactions between certain foreign corporations and significant stockholders. In particular, the WBCA prohibits a "target corporation," subject to certain exceptions, from engaging in certain "significant business transactions" with a "person" or group of persons which beneficially own 10% or more of the voting securities of the target corporation, or an "acquiring person," for a period of five years after such acquisition, unless (1) the transaction or acquisition of shares is approved by a majority of the members of the target corporation's board of directors prior to the time of acquisition or (2) the transaction or acquisition was approved by a majority of the members of the target corporation's board of directors and approved at a shareholder securityholder meeting by at least two-thirds of the outstanding voting shares of the target corporation (excluding the acquiring person's shares or shares over which the acquiring person has voting control) at or subsequent to the acquiring person's share acquisition, subject to certain exceptions. Such prohibited transactions may include, among other things:

47 unchanged paragraphs

of Purchase Price Between Shares of our Class A Common Stock or Pre-Funded Warrants, as Applicable, and Accompanying Common Warrants our shares of Class A Common Stock and accompanying Common Warrants, or Pre-Funded Warrants and accompanying Common Warrants as applicable, will be purchased together in this offering, a holder of shares of our Class A Common Stock and accompanying Common Warrants, or Pre-Funded Warrants and accompanying Common Warrants, as applicable, must allocate such holder's purchase price between each share of Class A Common Stock or Pre-Funded Warrant, as applicable, and the accompanying Common Warrant based on their respective relative fair market values at the time of issuance. This allocation of the purchase price will establish the holder's initial tax basis for U.S. federal income tax purposes for each share of Class A Common Stock or Pre-Funded Warrant, as applicable, and accompanying Common Warrant. A holder's allocation of the purchase price among the shares of Class A Common Stock or Pre-Funded Warrants, as applicable, and accompanying Common Warrants is not binding on the IRS or the courts, and no assurance can be given that the IRS or the courts will agree with a holder's allocation. Each holder should consult such holder's own tax advisor regarding the allocation of the purchase price among the shares of Class A Common Stock or Pre-Funded Warrants, as applicable, and accompanying Common Warrants.

of Pre-Funded Warrants

the matter is not entirely free from doubt, a Pre-Funded Warrant generally should be treated as a share of our Class A Common Stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants generally should be taxed in the same manner as a holder of Class A Common Stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of the share of Class A Common Stock acquired upon exercise of a Pre-Funded Warrant should include the holding period of such Pre-Funded Warrant. Similarly, the tax basis of the share of Class A Common Stock acquired upon exercise of a Pre-Funded Warrant should equal the tax basis of such Pre-Funded Warrant, increased by the exercise price of $0.0001. Each holder should consult his, her or its own tax advisor regarding the U.S. federal, state and local, and non-U.S tax consequences arising from and relating to the purchase, ownership and disposition of Pre-Funded Warrants pursuant to this offering (including potential alternative characterizations).

The balance of this summary generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

12 unchanged paragraphs

terms of each Common Warrant provide for an adjustment to the number of shares of Class A Common Stock for which the Common Warrant may be exercised or to the exercise price of the Commonc Common Warrant in certain events, as discussed in the section of this prospectus entitled " Description of Securities-Common Warrants to be issued in this offering ." An adjustment which has the effect of preventing dilution in the event of a stock dividend is generally not a taxable event. Nevertheless, a U.S. Holder of Common Warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder's proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of Class A Common Stock that would be obtained upon exercise or through a decrease to the exercise price) as a result of a distribution of cash to the holders of shares of our Class Common Stock which is taxable to such holders as a distribution as described under the section of this prospectus entitled "Tax Consequences for U.S. Holders-Taxation of Distributions" above. Such constructive distribution would be subject to tax as described under that section in the same manner as if such U.S. Holder received a cash distribution from us equal to the fair market value of such increased interest.

17 unchanged paragraphs

validity of any securities offered by this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC.

financial statements of Banzai International, Inc. as of December 31, 2023 and for the years ended December 31, 2023 and 2022 included in this prospectus have been audited by Marcum, LLP, independent registered public accounting firm, as set forth in their report which report includes an explanatory paragraph related to the substantial doubt about the Company's ability to continue as a going concern, appearing elsewhere herein, and are included in reliance on such report given on the authority of such firm as experts in auditing and accounting.

YOU CAN FIND MORE INFORMATION

are required to file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this prospectus, over the Internet at the SEC's website at http://www.sec.gov .

website address is www.banzai.io. Through our website, we make available, free of charge, certain documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4, and 5 and Schedules 13D with respect to our securities filed on behalf of our directors and our executive officers; and amendments to those documents.

The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this prospectus.

TO FINANCIAL STATEMENTS

Consolidated Financial Statements as of and for the six months ended June 30, 2024 Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2024 and 2023 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit for the six months ended June 30, 2024 and 2023 Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 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 71 changes

2 unchanged paragraphs

Simple agreement for future equity

Accounts receivable, net of allowance for credit losses of $ 3,557 6,713 and $ 5,748 , respectively 34,670 26,161 105,049 Prepaid expenses and other current assets 1,073,914 1,080,936 741,155 Total current assets 2,135,516 1,578,844 2,939,922 Property and equipment, net 3,080 1,819 4,644 Goodwill 2,171,526 2,171,526 Operating lease right-of-use assets 90,308 46,434 134,013 Deferred offering costs Other assets 38,381 38,381 Total assets 4,438,811 3,837,004 5,288,486 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities:

1 unchanged paragraph

Simple agreement for future equity

Simple agreement for future equity-related party

Simple agreement for future equity

3 unchanged paragraphs

Bifurcated embedded derivative liabilities-related party

Bifurcated embedded derivative liabilities

11 unchanged paragraphs

Common stock, $ 0.0001 par value, 275,000,000 shares authorized and 20,221,589 3,003,810 and 16,019,256 2,585,296 issued and outstanding at March 31, June 30, 2024 and December 31, 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 March 31, June 30, 2024 and December 31, 2023 — — Additional paid-in capital 20,421,999 14,888,593 23,582,484 14,889,936 Accumulated deficit ( 51,266,596 55,431,704 ) ( 46,766,324 ) Total stockholders' deficit ( 30,842,575 31,848,920 ) ( 31,876,129 ) Total liabilities and stockholders' deficit $ 4,438,811 3,837,004 $ 5,288,486 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged paragraph

For the Three Months Ended

the Six Months Ended

5 unchanged paragraphs

GEM settlement fee expense

Other expense (income), net

2 unchanged paragraphs

GEM settlement fee expense

Interest expense-related party

Gain on extinguishment of liability

Gain (Loss) 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 warrant liability

1 unchanged paragraph

Loss on modification of simple agreement for future equity-related party Loss on modification of simple agreement for future equity Change in fair value of simple agreement for future equity - 22,861 Change in fair value of simple agreement for future equity-related party - 303,139 Change in fair value of simple agreement for future equity - 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 bifurcated embedded derivative liabilities - 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.

Loss on modification of simple agreement for future equity-related party Loss on modification of simple agreement for future equity Interest expense 396,019 521,420 847,418 1,059,298 Interest expense - related party 385,474 552,403 962,987 935,687 Interest expense 385,474 552,403 962,987 935,687 Gain on extinguishment of liability — — ( 527,980 ) — Loss on debt issuance — — 171,000 — Change in fair value of warrant liability ( 154,000 ) — ( 562,000 ) — Change in fair value of warrant liability - related party ( 230,000 ) — ( 345,000 ) — Change in fair value of warrant liability ( 230,000 ) — ( 345,000 ) — Change in fair value of simple agreement for future equity — 68,582 — 91,443 Change in fair value of simple agreement for future equity - related party — 909,418 — 1,212,557 Change in fair value of simple agreement for future equity — 909,418 — 1,212,557 Change in fair value of bifurcated embedded derivative liabilities ( 194,643 ) — ( 162,228 ) Change in fair value of bifurcated embedded derivative liabilities - related party ( 478,198 ) — ( 340,913 ) Change in fair value of bifurcated embedded derivative liabilities ( 478,198 ) — ( 340,913 ) Change in fair value of convertible notes 34,000 — 578,000 — Yorkville prepayment premium expense 80,760 — 80,760 — Total other expenses, net 576,398 1,356,837 1,465,202 2,711,050 Loss before income taxes ( 4,158,484 ) ( 3,473,581 ) ( 8,659,689 ) ( 7,235,426 ) Income tax expense 6,624 12,472 5,691 15,749 Net loss $ ( 4,165,108 ) $ ( 3,486,053 ) $ ( 8,665,380 ) $ ( 7,251,175 ) Net loss per share Basic and diluted $ ( 7.69 ) $ ( 26.98 ) $ ( 19.50 ) $ ( 56.16 ) Weighted average common shares outstanding Basic and diluted 541,836 129,193 444,474 129,127 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged paragraph

the Three Months Ended March 31, 2024 and 2023

the Six Months Ended June 30, 2024 and 2023

Series A Preferred Stock

10 unchanged paragraphs

Issuance of common stock and warrants, net of issuance costs

Shares issued for exercise of Pre-Funded warrants

Shares issued to Yorkville for convertible notes

Shares issued to Yorkville for redemption premium

Shares issued to GEM

Shares issued for marketing expenses

Stock-based compensation

Balance June 30, 2024

5 unchanged paragraphs

Exercise of stock options

Stock-based compensation

Balance June 30, 2023

2 unchanged paragraphs

For the Three Months Ended

For the Six Months Ended June

4 unchanged paragraphs

Non-cash shares issued to Yorkville for aggregate commitment fee

Non-cash issuance of warrants accounted for as liabilities

2 unchanged paragraphs

Non-cash share issuance for Yorkville redemption premium

2 unchanged paragraphs

Non-cash interest expense

3 unchanged paragraphs

Non-cash issuance of warrants accounted for as liabilities

Non-cash shares issued to Yorkville for aggregate commitment fee

4 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

8 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

and 27 more changes in the filing

Business 49 changes

25 unchanged paragraphs

4 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

56 unchanged paragraphs

97 unchanged paragraphs

6 unchanged paragraphs

13 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

54 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

15 unchanged paragraphs

4 unchanged paragraphs

41 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

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1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

40 unchanged paragraphs

3 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

and 49 more changes in the filing

Recent Sales of Unregistered 18 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 18 more changes in the filing

Exhibits 8 changes

4 unchanged paragraphs

13 unchanged paragraphs

30 unchanged paragraphs

and 8 more changes in the filing

Undertakings 1 change

15 unchanged paragraphs

8 unchanged paragraphs

and 1 more change in the filing