Banzai International: securities offering

Cover page 28 changes

filed with the Securities and Exchange Commission on September 25, October 4, 2024

1 unchanged paragraph

Pre-Effective Amendment

9 unchanged paragraphs

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, New York 10022

8 unchanged paragraphs

TO COMPLETION-DATED SEPTEMBER 25, 2024

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

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.

TO COMPLETION-DATED October 4, 2024

A Warrants to Purchase up to 1,176,471 shares of Class A Common Stock Series B Warrants to Purchase up to 1,176,471 shares of to Purchase up to 1,176,471 shares of Class A Common Stock to 1,176,471 shares of Class A Common Stock underlying the Series A Warrants to 1,176,471 shares of Class A Common Stock underlying the Series B Warrants to 1,176,471 shares of Class A Common Stock underlying the Pre-Funded Warrants to 88,235 share of Class A Common Stock underlying Placement Agent Warrants

International, Inc. filing this prospectus for the offer and sale from time to time by the selling securityholder named in this prospectus (and any of their pledgees, assignees, transferees and successors-in-interest) (the "Selling Securityholders") of up to 25,000,000 3,529,413 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), consisting of (i) 1,176,471 shares of Class A Common Stock underlying Series A Warrants, with an exercise price of $4.00 per share; (ii) 1,176,471 shares of Class A Common Stock underlying Series B Warrants, with an exercise price of $4.00 per share; (iii) 1,176,471 shares of

Class A Common Stock underlying Pre-Funded Warrants, with an exercise price of $0.001 per share, pursuant to that certain securities purchase agreement dated as of September 24, 2024 between the Company and an institutional investor and (iv) up to 88,235 shares of Class A Common Stock that are issuable upon the exercise of certain private placement warrants (the "Placement Agent Warrants")

issued to designees of H.C. Wainwright & Co., LLC, our placement agent (the "Placement Agent") pursuant to an engagement letter in connection with the Purchase Agreement and the offering contemplated thereunder.

1 unchanged paragraph

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

We will, however, receive the exercise price of (i) $0.001 per share of any of the Pre-Funded Warrants, (ii) $4.00 per share of any of the Series A Warrants (ii) $4.00 per share of any of the Series B Warrants and (iii) $5.1235 per share of any Placement Agent 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

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

Summary under the heading " Recent Wainwright Private Financing " and " Description of Securities ."

4 unchanged paragraphs

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

Class A Common Stock is listed on The Nasdaq Global Market, under the symbol "BNZI." On September 24, October 3, 2024, the last reported sale price of our Class A Common Stock was $8.24 $4.17 per share. As further explained below, we had a hearing before

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.

2 unchanged paragraphs

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.

The date of this prospectus is September 25, October 4,

1 unchanged paragraph

The offering 4 changes

1 unchanged paragraph

shares of Class A Common Stock that may be

issued pursuant to Advances under the SEPA

shares of Class A Common Stock, consisting of (i) 1,176,471 shares of Class A Common Stock underlying Series A Warrants, with an exercise price of $4.00 per share; (ii) 1,176,471 shares of Class A Common Stock underlying Series B Warrants, with an exercise price of $4.00 per share; (iii) 1,176,471 shares of Class A Common Stock underlying Pre-Funded Warrants, with an exercise price of $0.001 per share and (iv) 88,235 shares of Class A Common Stock that are issuable upon the exercise of the Placement Agent Warrants.

A Common Stock outstanding on September 25, October 1, 2024

Management 10 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 16, October 1, 2024, 16,571 and 123,159 101,671 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% 1.13% or 11.84% 6.55% respectively, of the outstanding shares of our Class A Common Stock as of September 16, October 1, 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 24, October 1, 2024, up to 14,063 2,765,752 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 1.51% 65.59% of the outstanding shares of our Class A Common Stock as of September 24, October 1, 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 24, October 1, 2024, 111,024 shares of Class A Common Stock had been issued upon conversion of the Yorkville Promissory Notes and made a $750,000.00 cash payment in May 2024. The aggregate principal amount was fully satisfied with no remaining outstanding balance 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% 58% or 84% 81% of the total number of shares of Class A Common Stock outstanding as of September 24, October 1, 2024, after giving effect to such issuance.

14 unchanged paragraphs

Company had a hearing before The Nasdaq Hearings Panel (the "Panel"), on September 19, 2024, at which the Panel was going to decide whether or not to suspend and delist the Company's securities or provide additional time for the Company to satisfy the various Nasdaq listing rules in which the Company was deficient.

September 26, 2024, Nasdaq provided the Company with its determination. The Panel determined to phase the Company down from The Nasdaq Global Market to The Nasdaq Capital Market and grant the Company an extension until January 31, 2025 to demonstrate compliance with Nasdaq's listing rules, so long as the Company applies to list on The Nasdaq Capital Market on or before October 7, 2024 and demonstrates compliance with Listing Rules 5550(a)(2), 5550(a)(5) and 5550(b)(1) on or before January 31, 2024. The Panel reserved the right to reconsider the terms of the extension based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company's securities on the Nasdaq Capital Market inadvisable or unwarranted.

Company is working to file the application for The Nasdaq Capital Market and to reach compliance with all noted listing rules. However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. Please see "Risk our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called "penny stock" rules that impose restrictive sales practice requirements.

4 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% 94.09% of our outstanding voting power as of September 24, October 1, 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.

34 unchanged paragraphs

executive officers and directors collectively beneficially own approximately 95.36% 94.56% of the voting power of our outstanding Common Stock and have substantial control over us, which will limit your ability to influence the outcome of important transactions, including a change in control.

executive officers and directors, in the aggregate, beneficially own approximately 95.36% 94.56% 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 24, October 1, 2024.

36 unchanged paragraphs

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 6.63% 4.19% of our Class A Common Stock as of September 24, October 1, 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, October 1, 2024, the closing price of our Class A Common Stock was $8.24. $4.68. Based on this closing price, the aggregate sales price of the Founder Shares would be approximately $0.5 $0.3 million.

8 unchanged paragraphs

Use of proceeds 7 changes

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

will not receive any of the proceeds from the sale of the Class A Common Stock by the Selling Stockholders. Certain of the shares offered hereby are issuable upon the exercise of the Warrants. Upon exercise of such Warrants for cash, we will receive the applicable cash exercise price paid by the holders of the Warrants for gross proceeds of approximately $9.88 million (assuming the full exercise of the Warrants).

However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. In addition, if any of the Series A Warrants or Series B Warrants are exercised for cash, we are o bligated to issue to the Placement Agent additional Placement Agent Warrants equal to 7.5% of the total Warrants exercised, if any. The Placement Agent Warrants have substantially the same terms as the Warrants, are exercisable immediately upon issuance, have a term of exercise equal to five (5) years from the date of issuance and have an exercise price equal to $5.3125 per share.

We intend to use any proceeds received

by us from the cash exercise of the Warrants, if any, for working capital, potential future acquisitions of complementary businesses, products, services, or technologies, and general corporate purposes. However, we have no current understandings, agreements or commitments for any specific material acquisitions at this time. We will have board discretion over the use of any proceeds from the exercise of the Warrants. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any Warrants.

1 unchanged paragraph

of September 24, October 1, 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 24, October 1, 2024, there were 75 68 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 which was effective on September 19, 2024. Following the split, we have a new cusip number06682J308. number 06682J308.

MD&A 3 changes

9 unchanged paragraphs

the company is seeking to raise additional capital through a private placement leveraging its 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.

September 24, 2024, the Company entered into a securities purchase agreement (the " Purchase Agreement ") with an institutional investor for the issuance and sale in a private placement (the " Private Placement ") of (i) pre-funded warrants (" Pre-Funded Warrants ") to purchase up to 1,176,471 shares of the Company's Class A common stock, par value $0.0001 per share (the " Common Stock "), at an exercise price of $0.001 per share, (ii) Series A warrants (the " Series A Warrants ") to purchase up to 1,176,471 shares of Common Stock, at an exercise price of $4.00 per share, and (iii) Series B warrants (the " Series B Warrants " and together with the Series A Warrants, the " Warrants " ) to purchase up to 1,176,471 shares of Common Stock at an exercise price of $4.00 per share. The Series A Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance and have a term of exercise equal to eighteen (18) months from the date of issuance. The combined purchase price per Pre-Funded Warrant and accompanying Warrants was $4.249. The Private Placement closed on September 26, 2024.

1 unchanged paragraph

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 " AGP Placement Agent Warrants ") to purchase 16,667 shares of our Class A Common Stock at an exercise price per share equal to $10.00. The offering closed on May 28, 2024.

40 unchanged paragraphs

Related-party transactions 39 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 24, October 1, 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 24, October 1, 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 1,450,883 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of September 24, October 1, 2024 reflecting reverse stock split ratio at 1 to 50.

2 unchanged paragraphs

& Co. Holdings LLC (1)

Directors and Executive Officers of the Company as a Group (8 Individuals) 112,262 9.96 114,532 7.89 % 2,311,134 % 95.81 94.56 % Five Percent or Greater Holders: * Less than 1%.

3 unchanged paragraphs

Sponsor is the record holder

is the record holder of such shares. VII Co-Invest Sponsor LLC and HC 7GC Partners I LLC are the managing members of Sponsor. VII Co-Invest Sponsor LLC is managed by SP Global Advisors LLC, which is managed by Jack Leeney. Jack Leeney owns these shares indirectly through the sponsor / 7GC. Each of Tom Hennessy and Joseph Beck are the managing members of HC 7GC Partners I LLC. As such, each of the foregoing individuals have voting and investment discretion with respect to and may be deemed to have shared beneficial ownership of Class A Common Stock held of record by Sponsor. 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 Sponsor is 388 Market Street, Suite 1300, San Francisco, CA 94111.

The address of Sponsor is 388 Market Street, Suite 1300, San Francisco, CA 94111.

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% 94.09% 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 24, October 1, 2024).

of 120 shares of Class A Common Stock and options to purchase 1,078 1,242 shares of Class A Common Stock exercisable within 60 days of September 24, October 1, 2024.

of 120 shares of Class A Common Stock and options to purchase 1,081 shares of Class A Common Stock exercisable within 60 days of October 1, 2024.

shares of Class A Common Stock held directly by Mason Ward and 47,925 47,926 shares of Class A Common Stock held directly by Alco.

1 unchanged paragraph

address of CP BF Lending LLC is 1910 Fairview Ave. SUITE 200, SEATTLE WA 98105.

of options to purchase 72 shares of Class A Common Stock exercisable within 60 days of September 24, October 1, 2024.

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 upon the exercise of the Pre-Funded Warrants and Warrants we issued pursuant to Yorkville under the SEPA. Purchase Agreement dated as of September 24, 2024. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled "Committed Equity Prospectus Summary - Recent Wainwright Private Financing section 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 September 24, 2024 in order to permit Yorkville the investor 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 Purchase Agreement, Yorkville the investor 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 45,827,895 shares of Common Stock outstanding immediately prior to the reverse stock split or 916,646 1,450,883 shares of Common stock outstanding; immediately after the split as of the date hereof; as stated previously, these figures do not include:

3 unchanged paragraphs

Noted based on a VWAP of $5.967; $4.623;

1 unchanged paragraph

stock options with a weighted average exercise price of $252.21 $251.74 granted through September 24, October 1, 2024;

1 unchanged paragraph

restricted stock units granted through September 24, October 1, 2024;

1 unchanged paragraph

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 82,892 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);

1 unchanged paragraph

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.

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

Except as set forth in the footnotes to the table below, none 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 and any of their pledgees, assignees, transferees and successors-in-interest 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.

Name of Selling Securityholder

of Shares of Common Stock to be

Number of Shares of Common Stock Owned After to be

Number of Shares of Common Stock Owned After

Armistice Capital, LLC (5)

Charles Worthman (6)

Michael Vasinkevich (6)

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 (i) 1,176,471 shares of Class A Common Stock underlying Series A Warrants, with an exercise price of $4.00 per share; (ii) 1,176,471 shares of Class A Common Stock underlying Series B Warrants, with an exercise price of $4.00 per share; and (iii) 1,176,471 shares of Class A Common Stock underlying Pre-Funded Warrants, with an exercise price of $0.001 per share. The holder of the Pre-Funded Warrants and the Warrants may not exercise any portion of such holder's Pre-Funded Warrants or Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

2 unchanged paragraphs

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.

The securities are directly held by Armistice

Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

of these Selling Stockholders is affiliated with the Placement Agent, a registered broker dealer with a registered address of H.C. Wainwright & Co., LLC, 430 Park Ave, 3 rd Floor, New York, NY 10022, and each has sole voting and dispositive power over the securities held. The number of shares beneficially owned prior to this offering consist of shares of Class A Common Stock issuable upon exercise of Placement Agent Warrants, which were received as compensation in connection with the Purchase Agreement dated as of September 24, 2024. Each of these Selling Stockholders acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, each of these Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

Plan of distribution 50 changes

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;

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.

Selling Stockholder of the securities and any of their pledgees, assignees, transferees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.

A Selling Stockholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the

broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions; or

settlement of short sales;

in transactions through broker-dealers that agree with the

Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus.

engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

agreed to have this registration statement declared effective as promptly as practical, and in any event no later than forty-five (45) days following the date of the Registration Rights Agreement (or seventy-five (75) days following the date of the Registration Rights Agreement in the event of a "full review" by the SEC) and to keep it effective until the date that all shares covered by this Registration Statement (i) have been sold, hereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

3 unchanged paragraphs

addition to the shares being registered with this prospectus, Banzai filed the following registration statements:

S-1 (File No. 333-276307) with the SEC for purposes of registering the resale from time to time of up to 485,550 shares of Common Stock (representing approximately 25.07% of our issued and outstanding shares of Common Stock and approximately 26.65% 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 February 14, 2024.

S-1 (File No. 333-282232) with the SEC for purposes of registering for resale from time to time up to 25,000,0000 shares of Common Stock (representing approximately 94.51% of our issued and outstanding shares of Common Stock and approximately 94.93% 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 September 26, 2024.

addition to the shares being registered with this prospectus, Banzai filed registration statement on Form S-1 (File No. 333-276307) 333-278871) with the SEC for purposes of registering the resale from time to time of up to 24,274,995 352,941 shares of Common Stock (representing approximately 30.12% 19.57% of our issued and outstanding shares of Common Stock and approximately 32.37% 20.89% 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 May 21, 2024 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 11 changes

16 unchanged paragraphs

Stockholder Warrants

A Warrants, Series B Warrants, Placement Agent Warrants, Warrants and Pre-Funded Warrants See, "Prospectus Summary – Recent Wainwright Private Financing" & "Prospectus Summary - Recent Developments - Alco and CP BF Registration" Notes See, "Prospectus Summary – Recent Developments - Alco and CP BF Registration" Public Stockholder Warrants Each whole Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $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.

18 unchanged paragraphs

February 19, 2021, Legacy Banzai issued the First Senior Convertible Note in an aggregate principal amount of $1.5 million to CP BF in connection with the Loan Agreement. On October 10, 2022, the Loan Agreement was amended, whereby CP BF waived payment by Banzai of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for the Second Senior Convertible Note in an aggregate principal amount of $321,345. On August 24, 2023, Legacy Banzai and CP BF entered into the Forbearance Agreement, in connection with which they agreed to amend and restate the Senior Convertible Notes so that they would not convert at the Closing of the Business Combination as a "Change of Control."

August 24, 2023, the Company and CP BF entered into a forbearance agreement (the "Original Forbearance Agreement"), as amended by the First Amendment to Forbearance Agreement, dated as of December 14, 2023 (collectively, the "Forbearance Agreement"), pursuant to which they agreed to amend and restate the Senior Convertible Notes so that they would not convert at the closing of a business combination as a "Change of Control" event. After the closing of the business combination that occurred on December 14, 2023, the Senior Convertible Notes became convertible, at CP BF's option on 5 days' written notice to the Company, into shares of the Company's Class A Common Stock. The Senior Convertible Notes provide that, at all times after a SPAC Transaction (as defined in the Senior Convertible Notes), the conversion price for any such conversion is approximately $4.35 per share, subject to adjustment as set forth therein.

4 unchanged paragraphs

September 5, 2024, the Company entered into a Side Letter to the Loan Agreement whereby the Company agreed to enter into definitive transaction documents with CP BF and the Guarantors, where by each agreed that substantially all of the outstanding obligations of the Company and Guarantors with regard to the Loan Agreement shall be consolidated and evidenced by a single convertible note (the "Convertible Note"), and that, absent an event of default, the Convertible Note shall accrue interest at a rate of 15.5%, which interest shall be paid in kind monthly (collectively, the "Rate Reduction"). In exchange for agreeing to the Rate Reduction, CP BF subscribed (the "Subscription") for, and the Company agreed to issue to CP BF, 70,000 Shares; the Company also agreed to register those shares in this registration statement.

of September 23, 2024, the Company owed an aggregate of $10,758,774.75 under the Senior Convertible Notes payable to CP BF.

September 23, 2024, the Company entered into such definitive transaction documents with CP BF, including a Securities Purchase Agreement (the "CP BF SPA"), a Registration Rights Agreement (the "RRA"), a Lock-Up Agreement (the "Lock Up") and issued CP BF a Common Stock Purchase Warrant (the "Warrant") and a Pre-Funded Warrant (the "Pre-Funded Warrant," together with the CP BF SPA, RRA, Lock Up and Warrant, the "CP BF Transaction Documents"). Pursuant to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 260,849 shares of Class A Common Stock, Warrants to purchase up to 565,553 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 304,704 shares of Class A Common Stock (all such securities and shares collectively referred to as the "CP BF Registrable Securities"). The Warrant can be exercised at an initial exercise price of $4.02 per share, subject to adjustment for a term of five years. The Pre-Funded Warrants will be exercisable at any time after the date of issuance at an exercise price of $0.0001. Neither warrant may be exercised if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Both warrants may be exercised via cash or cashless exercise. Pursuant to the RRA, the Company agreed to file this registration statement to register the CP BF Registrable Securities and for this registration statement to become effective on or before December 9, 2024. Under the Lock-Up, the Company's CEO, Joe Davy, agreed not to sell an aggregate of 2,311,143 shares of Class B Common Stock that he owns until such time as CP BF no longer owns any of the CP BF Registrable Securities.

the Note has a principal amount of $10,758,774.75, taking into account the purchase and sale pursuant to the CP BF SPA, the Company continued to owe$8,758,775 to CP BF. CP BF agreed to convert such debt into a consolidated convertible loan, evidenced by a convertible note (the "Note"), via the Second Amendment to Loan Agreement, dated as of September 23, 2024 (the "Amended Loan Agreement").

Pursuant to the Amended Loan Agreement, interest shall accrue as payable-in-kind at an annual interest rate of 15.5% per annum, which shall increase to 20% upon the occurrence of an event of default. The Company shall also pay CP BF a $900 monthly servicing fee, which may increase by 7% annually if certain fees increase in cost and paid CP BF a one-time origination fee in the amount of $160,000. The Amended Loan Agreement also provides certain instances in which the Company must prepay the loan. Until such time as the loan is paid in full, CP BF maintains the right to appoint one representative to the Company's Board of Directors to attend and observe the Board of Director meetings. Adding in a 1% exit fee on the Note, we agreed to register an aggregate of 2,279,271 shares of Class A Common Stock underlying the Note in this registration statement. The Note may be converted into shares of the Company's Class A Common Stock at a conversion price of $3.89 per share and matures on February 19, 2027.

13 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 $664,459 outstanding under 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 no outstanding balance under the Promissory Notes.

132 unchanged paragraphs

Business 5 changes

445 unchanged paragraphs

Not Required in Prospectus

to 25,000,000 3,617,648 Shares of Class A Common Stock

A Warrants to Purchase up to 1,176,471 shares of Class A Common Stock

B Warrants to Purchase up to 1,176,471 shares of Class A Common Stock

Warrants to Purchase up to 1,176,471 shares of Class A Common Stock to 1,176,471 shares of Class A Common Stock underlying the Series A Warrants to 1,176,471 shares of Class A Common Stock underlying the Series B Warrants to 1,176,471 shares of Class A Common Stock underlying the Pre-Funded Warrants to 88,235 share of Class A Common Stock underlying Placement Agent Warrants PROSPECTUS October 4, 2024 PART Information Not Required in Prospectus

Recent Sales of Unregistered 3 changes

20 unchanged paragraphs

April 13, 2024, the Company entered into a Consulting Services Agreement with a consultant (the "Business Consultant"). The Company agreed to issue to the Business Consultant a total of 64,000 issued 6,400 shares of its Class A Common Stock pursuant to a Consulting Services Agreement.

August 26, 2024, the Company issued 24,000 shares of its Class A Common Stock pursuant to a Consulting Services Agreement.

1 unchanged paragraph

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, October 1, 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 909,453 959,058 additional Shares pursuant to the Debt Reorganization.

Exhibits 6 changes

18 unchanged paragraphs

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(2) 4.17 Form of Pre-Funded Warrant(2) 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. (1) 4.22 Amendment No. 3 to August 30, 2023 Subordinated Promissory Note. (1) 4.23 Subordinated Promissory Note, dated as of 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) 4.25 Form of Pre-Funded Warrant. (3) 4.26 Form of Series A Warrant. (3) 4.27 Form of Series B Warrant. (3) 4.28 Form of Placement Agent Warrant. (3) 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).

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

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(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) 10.35 Form of Securities Purchase Agreement (3) 10.36 Form of Registration Rights Agreement (3) 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).

Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1).

13 unchanged paragraphs

Incorporated by reference to the Current Report on Form 8-K filed with the schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

1 unchanged paragraph

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 25, October 4, 2024.

8 unchanged paragraphs