Banzai International: securities offering (amended)

Cover page 36 changes

filed with the Securities and Exchange Commission on September 24, 25, 2024

1 unchanged paragraph

Pre-Effective Amendment

20 unchanged paragraphs

shares of Class A Common Stock underlying Convertible Notes

Common Warrants to Purchase

up to 1,896,893 shares of Class A Common Stock

to Purchase up to 1,353,624 shares of Class A Common Stock

Up to 1,896,893 shares

of Class A Common Stock underlying the Common Warrants

Up to 1,353,624 shares of Class A Common Stock underlying the Pre-Funded Warrants

Common Stock issuable pursuant to those certain securities purchase agreements between the Company and each of Alco Investment Company ("Alco") (a related party) and CP BF Lending, LLC c/o Columbia Pacific Advisors ("CP BF"), dated as of September

19, 2024 and September 23, 2024, respectively, as well as a side letter between the Company and CP BF dated September

5, 2024; (ii) 2,279,271 shares of Class A Common Stock underlying a convertible note issued to

CP BF (the "Note"); (iii) common warrants to purchase up to 1,896,893 shares of Class A Common Stock, (the "Common

Warrants"); and (iv) Pre-Funded Warrants to purchase up to 1,353,624 shares of Class A Common Stock to those purchasers whose purchase of shares of Class A Common Stock would have resulted in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 19.99%) of our outstanding Class A Common Stock immediately following the closing of such purchaser's transaction, 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, 19.99%) of our outstanding Class A Common Stock. 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. 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 COMPLETION-DATED SEPTEMBER 24, 25, 2024

to 613,269 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 : (i) 613,269 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.

1 unchanged paragraph

We will, However, receive the exercise price of (i) $0.001 per share of any of the Pre-Funded Warrants, and (ii) $39.24 per share of any of the Series A Warrants, in each case, exercised for cash. Additionally, 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,"

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

4 unchanged paragraphs

Panel (the "Panel"), on September 19, 2024, which automatically stayed the suspension of trading on the Company's securities, and the Company's securities will continue to trade on The Nasdaq Global Market until the hearing process concludes and the Panel issues a written decision. There can be no assurance that the Panel will grant the Company an additional extension period or that the

Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global Market .

Class A Common Stock is listed on The Nasdaq Global Market, under the symbol "BNZI." On September 20, 24, 2024, the last reported sale price of our Class A Common Stock was $5.69 $8.24 per share. As further explained below, we had a hearing before The Nasdaq Hearings

The Nasdaq Hearings Panel (the "Panel"), on September 19, 2024, which automatically stayed the suspension of trading on the

Company's securities, and the Company's securities will continue to trade on The Nasdaq Global Market until the hearing process concludes and the Panel issues a written decision. There can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global are an "emerging growth company," as defined in Section 2(a) of the Securities Act, and, as such, have elected to comply with certain reduced public disclosure requirements for this prospectus and future filings. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

the section entitled " Risk Factors " beginning on page 13 16 of this prospectus to read about factors you should consider before buying our securities.

1 unchanged paragraph

The date of this prospectus is September 24, 25,

Banzai International, Inc. (the "Company"

or "we") hereby amends its Registration Statement on Form S-1 as initially filed with the Securities and Exchange Commission (the "Commission") on September 20, 2024 (this "Registration Statement") to revise certain disclosures in response to verbal comments received from the Commission.

1 unchanged paragraph

The offering 4 changes

1 unchanged paragraph

613,269 shares of Class A Common Stock, consisting of shares of Class A Common Stock issuable pursuant to those certain securities purchase agreements between the Company and each of Alco Investment Company (" Alco ") (a related party) and CP BF Lending, LLC c/o Columbia Pacific Advisors (" CP BF "), dated as of September 19, 2024 and September 23, 2024, respectively and a side letter between the Company and CP BF dated as of September 5, 2024; (2) 2,279,271 shares of Class A Common Stock underlying the Note; (3) common warrants to purchase up to 1,896,893 shares of Class A Common Stock, (the " Common Warrants "); and (4) Pre-Funded Warrants to purchase up to 1,353,624 shares of Class A Common Stock Class A Common Stock outstanding on September 20, 2024 1,126,646

shares of Class A Common Stock that may be

issued pursuant to Advances under the SEPA

A Common Stock outstanding on September 25, 2024

Management 9 changes

164 unchanged paragraphs

shares of Class A Common Stock issuable pursuant to the GEM Warrant and the GEM Promissory Note, to the extent exercised, converted and issued, would impose significant dilution on our stockholders. Under the terms of the GEM Warrant and the GEM Promissory Note, as of September 20, 16, 2024, 16,571 and 78,781 123,159 additional shares of Class A Common Stock may be issued assuming full exercise and conversion (and no adjustments to the exercise or conversion price thereof) of each of the GEM Warrant and the GEM Promissory Note, respectively, which would reflect approximately 1.78% or 6.54% 11.84% respectively, of the outstanding shares of our Class A Common Stock as of September 20, 16, 2024 after giving effect to such issuances.

the shares of Class A Common Stock issuable pursuant to the Senior Convertible Notes, to the extent exercised, converted and issued, would impose significant dilution on our stockholders. As of September 20, 24, 2024, up to 4,864 14,063 additional shares of Class A Common Stock may be issued assuming full conversion (and no adjustments to the conversion price thereof) of the Senior Convertible Notes, which would reflect approximately 0.43% 1.51% of the outstanding shares of our Class A Common Stock as of September 20, 24, 2024 after giving effect to such issuance.

1 unchanged paragraph

at any time during the commitment period, provided there is a balance remaining outstanding under a Yorkville Promissory Note, Yorkville may deliver an Investor Notice, causing an Advance Notice to be deemed delivered to Yorkville, subject to certain conditions. As of September 20, 24, 2024, 353,464 111,024 shares of Class A Common Stock had been issued upon conversion of the Yorkville Promissory Notes and the aggregate principal amount remaining outstanding under the Yorkville Promissory Notes was $664,459. In addition, 14,201 shares of Class A Common Stock had been issued in satisfaction of a deferred fee payment in the amount of $500,000. Assuming that (a) we issue and sell the full $100 million of shares of Class A Common Stock under the SEPA to Yorkville, (b) there are no beneficial ownership limitations, and (c) the issue price for such sales is $1.00 or $3.00 per share, such additional issuances would represent in the aggregate approximately 2,000,000 or 6,000,000 additional shares of Class A Common Stock, respectively, or approximately 64% or 84% of the total number of shares of Class A Common Stock outstanding as of September 20, 24, 2024, after giving effect to such issuance.

4 unchanged paragraphs

received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company has failed to comply with Nasdaq's $50 million minimum "Market Value of Listed Securities" requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A). Pursuant to the Notice, the Company requested a hearing before The Nasdaq Hearings Panel (the "Panel"), which automatically stayed the suspension of trading on the Company's securities, and the Company's securities will continue to trade on The Nasdaq Global Market until the hearing process concludes and the Panel issues a written decision. The hearing was held on September 19, 2024. and we are awaiting Nasdaq's determination.

14 unchanged paragraphs

of our Class B Common Stock have 10 votes per share, while shares of our Class A Common Stock have one vote per share. Mr. Davy, who is our Chief Executive Officer and is Legacy Banzai's Co-Founder, including his affiliates and permitted transferees, holds all of the issued and outstanding shares of Class B Common Stock. Accordingly, Mr. Davy held, directly or indirectly, approximately 95.35% of our outstanding voting power as of September 20, 24, 2024 and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Davy may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale, and might ultimately affect the market price of Class A Common Stock.

35 unchanged paragraphs

executive officers and directors, in the aggregate, beneficially own approximately 95.36% of the voting power of our outstanding shares of Common Stock as of the date of this prospectus, based on the number of shares outstanding as of September 20, 24, 2024.

32 unchanged paragraphs

of a substantial number of shares of Class A Common Stock in the public market pursuant to the Registration Statements on Form S-1 (File Nos. 333-276307 and 333-278871) (the "S-1 Registration Statements") 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 Class A Common Stock. In particular, until such time as it is no longer effective, the S-1 Registration Statements permit the resale of shares held by the Sponsor, who has beneficial ownership of approximately 5.39% 6.63% of our outstanding shares of Class A Common Stock, and Mr. Joseph Davy, who holds approximately 67.23% 71.60% of outstanding Common Stock of the Company, including shares of both Class A Common Stock and Class B Common Stock and approximately 95.35% 96.19% of our outstanding voting power, subject, in each case, to the applicable lock-up periods. The resale, or expected or potential resale, of a substantial number of shares of our Class A Common Stock in the public market could adversely affect the market price for Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a large number of shares registered pursuant to the S-1 Registration Statements, the selling securityholders will continue to offer the securities covered thereby pursuant to the S-1 Registration Statements or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to any of our registration statements may continue for an extended period of time. We may also file additional registration statements in connection with the possible sale of other securities.

3 unchanged paragraphs

Accordingly, holders of the Founder Shares could sell their securities at a per-share price that is less than $10.00 and still realize a significant profit from the sale of those securities that could not be realized by our other stockholders. On September 20, 2024, the closing price of our Class A Common Stock was $5.693. Based on this closing price, the aggregate sales price of the Founder Shares would be approximately $0.4 million.

However, certain of our stockholders hold shares of Class A Common Stock that were originally purchased by the Sponsor in a private placement prior to the IPO ("Founder Shares") and may nonetheless be inclined to sell such Founder Shares, as they were originally purchased at an effective price significantly less than $10.00 per share. The currently outstanding 60,747 Founder Shares, representing 5.39% 6.63% of our Class A Common Stock as of September 20, 24, 2024, were purchased at an effective price of $0.0050 per share. Accordingly, holders of the Founder Shares could sell their securities at a per-share price that is less than $10.00 and still realize a significant profit from the sale of those securities that could not be realized by our other stockholders. On September 24, 2024, the closing price of our Class A Common Stock was $8.24. Based on this closing price, the aggregate sales price of the Founder Shares would be approximately $0.5 million.

8 unchanged paragraphs

Use of proceeds 3 changes

1 unchanged paragraph

any Warrants are exercised for cash, we would receive the proceeds from any such cash exercise, provided, however, we will not receive any proceeds from the sale of the shares of Class A Common Stock issuable upon such exercise. The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our shares of our Class A Common Stock and the spread between the exercise price of such securities and the market price of our Class A Common Stock at the time of exercise. The current exercise price of the Warrants is $4.02 per share of Class A Common Stock,. The closing market price of our Class A Common Stock as of September 20, 2024 was $5.69 per share. If the market price of our Common Stock is less than the exercise price of a holder's warrants, it is unlikely that holders will exercise their warrants. There can be no assurance that all of the Warrants will be in the money prior to their expiration.

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

1 unchanged paragraph

of September 23, 24, 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 September 23, 24, 2024, there were 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.

1 unchanged paragraph

Related-party transactions 25 changes

48 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 September 20, 24, 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 September 20, 24, 2024, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

1 unchanged paragraph

of beneficial ownership is based on 1,126,646 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of September 20, 24, 2024 reflecting reverse stock split ratio at 1 to 50.

6 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 24,237,986 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 95.35% of the aggregate voting power as of September (3) Consists of options to purchase 1,229 shares of Class A Common Stock exercisable within 60 days of September 20, 24, 2024.

of 120 shares of Class A Common Stock and options to purchase 1,078 shares of Class A Common Stock exercisable within 60 days of September 20, 24, 2024.

2 unchanged paragraphs

of options to purchase 72 shares of Class A Common Stock exercisable within 60 days of September 20, 24, 2024.

1 unchanged paragraph

Except for the transactions contemplated by the Transaction Documents and related documents, neither CP BF or Alco has had any material relationship with us within the past three years.

prospectus relates to the possible resale from time to time by the selling shareholders Yorkville of any or all of the shares of Class A Common Stock including the shares underlying warrants that may be issued by us pursuant to Yorkville under the Transaction Documents. SEPA. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled "Recent Events - Alco and CP BF Registration" "Committed Equity Financing" above.

are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with each of CP BF and Alco Yorkville on December 14, 2023 in connection with the SEPA in order to permit such entities 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.

3 unchanged paragraphs

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 1,126,646 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:

2 unchanged paragraphs

shares issuable for repayment of GEM Promissory Noted based on a VWAP of $5.967;

Noted based on a VWAP of $5.967;

shares issuable upon exercise of outstanding

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 20, 24, 2024;

shares issuable upon vesting of outstanding

restricted stock units granted through September 24, 2024;

shares issuable upon conversion of Senior Convertible Notes;

10 unchanged paragraphs

Alco Investment Company (4)

BF Lending, LLC c/o Columbia Pacific Advisors(5)

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 Securityholder listed above. This column includes shares of Common Stock owned by each listed Selling Securityholder prior to the Offering.

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.

2 unchanged paragraphs

282,420 shares of Class A Common Stock, 1,048,920 shares of Class A Common Stock underlying Pre-Funded Warrants and 1,331,340 shares of Class A Common Stock underlying Warrants. The person having voting and dispositive power over Alco is Mason Ward. The business address of Alco is 33930 Weyerhaeuser Way S., Suite 150, Federal Way, Washington 98001.

330,849 shares of Class A Common Stock, 304,704 shares of Class A Common Stock underlying Pre-Funded Warrants, 565,553 shares of Class A Common Stock underlying Warrants and 2,279,271 shares of Class A Common Stock underlying the Note. The person having voting and dispositive power over CP BF is Brad Shain. The business address of CP BF is 1910 Fairview Ave. SUITE 200, SEATTLE WA 98105.

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 2 changes

28 unchanged paragraphs

Registered for Resale

the Lock-Up entered into in September 2024,, the Company's CEO, Joe Davy, agreed not to sell an aggregate of 2,311,134 shares of Class B Common Stock that he owns, directly or underlying derivative securities until such time as CP BF no longer owns any of the CP 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 30.12% of our issued and outstanding shares of Common Stock and approximately 32.37% 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.

10 unchanged paragraphs

Description of the securities 5 changes

16 unchanged paragraphs

Warrants and Pre-Funded

See, "Prospectus Summary

– Recent Developments - Alco and CP BF Registration"

See, "Prospectus Summary

– Recent Developments - Alco and CP BF Registration"

171 unchanged paragraphs

Business 10 changes

174 unchanged paragraphs

of Accrued Expenses and Other Current Liabilities

270 unchanged paragraphs

shares of Class A Common Stock underlying Convertible Notes

Common Warrants to Purchase

up to 1,896,893 shares of Class A Common Stock

to Purchase up to 1,353,624 shares of Class A Common Stock

Up to 1,896,893 shares

of Class A Common Stock underlying the Common Warrants

Up to 1,353,624 shares of Class A Common Stock underlying the Pre-Funded Warrants PROSPECTUS September 24, 2024 PART Information Not Required in Prospectus

to 613,269 25,000,000 Shares of Class A Common Stock

Not Required in Prospectus

Recent Sales of Unregistered 1 change

22 unchanged paragraphs

August 23, 2024 to September23, 2024 the Company entered into various agreements to reorganize outstanding debt from certain creditors (collectively, the " Creditors ") into shares of the Company's Class A Common Stock (the " Shares ") (collectively, the " Debt Reorganization "). The Shares issued as part of the Debt Reorganization are a mix of Shares that are to be registered with the Securities and Exchange Commission (the " SEC ") in a registration statement on Form S-1 and Shares that are exempt from registration. As of September 24, the Company has issued an aggregate of 71,704 Shares to the Creditors in exchange for the cancellation of an aggregate of $467,224.76 of debt; the Company agreed to issue an aggregate of 909,453 additional Shares pursuant to the Debt Reorganization.

Exhibits 17 changes

16 unchanged paragraphs

Amended and Restated Debt Repayment Agreement, dated as of May 22, 2024, by and between the Company and Yorkville (incorporated by reference to Exhibit 4.12 to the Registration Statement filed on Form S-1 on September 19, 2024).

of Securities Purchase Agreement.**

Form of Common Warrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 28, 2024) 4.16 Form of Common Warrant** 4.21 Subordinated Promissory Note, dated as of August 30, 2023, by and between Banzai International, Inc., Alco Investment Company and CP BF Lending, LLC (incorporated by reference to Exhibit 4.21 to the Registration Statement filed on Form S-1 on September 19, 2024).

Amendment No. 3 to August 30, 2023 Subordinated Promissory Note (incorporated by reference to Exhibit 4.22 to the Registration Statement filed on Form S-1 on September 19, 2024).

Subordinated Promissory Note, dated as of November 16, 2023, by and between Banzai International, Inc., Alco Investment Company and CP BF Lending, LLC (incorporated by reference to Exhibit 4.23 to the Registration Statement filed on Form S-1 on September 19, 2024).

Amendment No. 4 to November 16, 2023 Subordinated Promissory Note (incorporated by reference to Exhibit 4.24 to the Registration Statement filed on Form S-1 on September 19, 2024).

Purchase Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and Alco Investment Company. ** 4.26 Private Placement Warrant, dated as of September 23, 2024, by and between Banzai International, Inc. and Alco Investment Company. ** 4.27 Pre-funded Private Placement Warrant, dated as of September 23, 2024, by and between Banzai International, Inc. and Alco Investment Company.

and Restated Debt Repayment Agreement, dated as of May 22, 2024, by and between the Company and Yorkville. (1) 4.13 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 28, 2024).

Secured Convertible Promissory Note dated as of September 23, 2024(2)

Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and Alco Investment Company. ** Form of Registration Rights Agreement, Common Warrant (incorporated by and between Banzai International, Inc. and Alco Investment Company. ** 4.30 Securities Purchase Agreement, dated as of September 23, reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 28, 2024) by and between Banzai International, Inc. and CP BF Lending, LLC . ** 4.31 Private Placement Warrant, dated as 4.16 Form of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC. ** 4.32 Pre-funded Private Placement Warrant, dated as Common Warrant(2) 4.17 Form of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC. ** 4.33 Lock-up Agreement, Pre-Funded Warrant(2) 4.21 Subordinated Promissory Note, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC. ** of Registration Rights Agreement, August 30, 2023, by and between Banzai International, Inc., Alco Investment Company and CP BF Lending, LLC. ** 4.35 Convertible (1) 4.22 Amendment No. 3 to August 30, 2023 Subordinated Promissory Note. (1) 4.23 Subordinated Promissory Note, dated as of September 23, 2024, November 16, 2023, by and between Banzai International, Inc., Alco Investment Company and CP BF Lending, LLC. (1) 4.24 Amendment No. 4 to November 16, 2023 Subordinated Promissory Note. (1) 5.1 Opinion of Hunter Taubman Fischer & Li LLC.** 10.1 Letter Agreement, dated December 22, 2020, by and among 7GC, its officers, its directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by 7GC on December 28, 2020).

17 unchanged paragraphs

Second Amendment to Loan Agreement

Amended and Restated Repayment Agreement with J.V.B Financial Group, LLC(2) 10.20 Investor Relations Consulting Agreement with MZHCI, LLC(2) 10.21 Side Letter to the Loan Agreement with CP BF Lending, LLC (2) 10.22 Repayment Agreement with Perkins Coie LLP(2) 10.23 Floor Price Adjustment Agreement with Yorkville Advisors(2) 10.24 Repayment Agreement with Cooley LLP(2) 10.25 Settlement Letter with CohnReznick LLP(2) 10.26 Repayment Agreement with Sidley Austin LLP(2) 10.27 Repayment Agreement with Donnelley Financial LLC(2) 10.28 Securities Purchase Agreement with Alco Investment Company (2) 10.29 Securities Purchase Agreement with CP BF Lending, LLC(2) 10.30 Repayment Agreement with Verista Partners, Inc. (2) 10.31 Second Amendment to Loan Agreement by and among the Company, Demio Holding Inc., Banzai Operating Co. LLC and CP BF Lending, LLC, as Lender dated as of September 23, 2024** 2024(2) 10.32 Form of Registration Rights Agreement between the Company and Alco (2) 10.33 Form of Lock-Up Agreement dated September 23, 2024(2) 10.34 Form of Registration Rights Agreement between the Company and CP BF(2) 21.1 List of Subsidiaries (incorporated by reference to the Exhibit 21.1 to the Annual Report on Form 10-K filed on April 1, 2024).

Consent of Marcum, LLP, independent registered public accounting firm for Legacy Banzai and the Company.* of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1).

9 unchanged paragraphs

Incorporated by reference to the Registration

Statement on Form S-1 filed with the SEC on September 20, 2024.

Incorporated by reference to the Current Report

on Form 8-K filed with the SEC on September 25, 2024.

2 unchanged paragraphs

Undertakings 1 change

15 unchanged paragraphs

to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bainbridge Island, State of Washington on September 24, 25, 2024.

8 unchanged paragraphs