Parabolic Technologies: securities offering (amended)

Cover page 33 changes

filed with the Securities and Exchange Commission on October 4, 7, 2024

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Pre-Effective Amendment No. 1 to

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Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, New York 10022

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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.

TO COMPLETION-DATED OCTOBER 4, 7, 2024

to 613,269 Shares of Class A Common Stock

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

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 1,353,624 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 3,529,413 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), consisting of : (i) 1,176,471 613,269 shares of Class A Common Stock, underlying Series A Warrants, with an exercise price consisting 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

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.

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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 " Recent Wainwright Private Financing " and " Description of Securities ."

We will, however, receive the exercise price of (i) $0.001 per share of any of the Pre-Funded Warrants, and (ii) $4.00 $39.24 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 Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under the heading " Material Financing Arrangements – SEPA,"

" Information Related to Offered Securities " and " Description of Securities ."

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Class A Common Stock is listed on The Nasdaq Global Market, under the symbol "BNZI." On October 3, 1, 2024, the last reported sale price of our Class A Common Stock was $4.17 $4.68 per share.

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the section entitled " Risk Factors " beginning on page 16 19 of this prospectus to read about factors you should consider before buying our securities.

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The date of this prospectus is October 4, 7, 2024.

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 24, 2024 (this "Registration Statement") to file all of the exhibits previously referenced as "to be filed via amendment" and update the number of shares outstanding to reflect additional shares that were issued as a result of the reverse stock split that occurred on September 19, 2024.

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The offering 3 changes

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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 October 1, 2024

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 October 1, 2024 1,450,883

Management 8 changes

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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 October 1, 2024, 111,024 shares of Class A Common Stock had been issued upon conversion of the Yorkville Promissory Notes and the Company 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 . 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 58% or 81% of the total number of shares of Class A Common Stock outstanding as of October 1, 2024, after giving effect to such issuance.

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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. On 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.

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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.

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executive officers and directors, in the aggregate, beneficially own approximately 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 October 1, 2024.

executive officers and directors, in the aggregate, beneficially own approximately 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 October 1, 2024. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of the Company, could deprive our stockholders of an opportunity to receive a premium for their Class A Common Stock as part of a sale of the Company, and might ultimately affect the market price of our Class A Common Stock.

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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 6.63% 4.19% of our outstanding shares of Class A Common Stock, and Mr. Joseph Davy, who holds approximately 71.60% 61.44% of outstanding Common Stock of the Company, including shares of both Class A Common Stock and Class B Common Stock and approximately 96.19% 94.09% 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.

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Use of proceeds 8 changes

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.

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

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 October 1, 2024 was $4.68 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.

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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, which was to be effective on September 19, 2024. Following the split, we have a new cusip number 06682J308. number06682J308.

MD&A 3 changes

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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.

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.

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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.

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Related-party transactions 33 changes

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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 94.09% of the aggregate voting power as of October 1, 2024).

of options to purchase 1,242 shares of Class A Common Stock exercisable within 60 days of October 1, 2024.

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 24,027,986 24,562,223 total votes.

& Co. Holdings LLC ("Holdings") is the record holder of such these shares. VII Co-Invest Sponsor LLC and HC 7GC Partners I LLC are the managing members of Sponsor. Holdings. 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. Holdings. 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 (2) Consists 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 94.09% of the aggregate voting power as of October (3) Consists of options to purchase 1,242 shares of Class A Common Stock exercisable within 60 days of October 1, 2024.

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

of 503 shares of Class A Common Stock held directly by Mason Ward and 47,926 shares of Class A Common Stock held directly by Alco. Mr. Ward is the Chief Financial Officer of Alco and, in such capacity, has voting and investment control over the shares held by Alco such that Mason Ward may be deemed to indirectly beneficially own the shares owned directly by Alco. The address of Alco is 33930 Weyerhaeuser Way S., Suite 150, Federal Way, Washington 98001.

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prospectus relates to the possible resale from time to time of any or all of the shares of Common Stock that may be issued upon the exercise of the Pre-Funded Warrants and Warrants we issued pursuant to the Purchase Agreement dated as of September 24, 2024. For additional information regarding the issuance of Common Stock covered by this prospectus, see the Prospectus Summary - Recent Wainwright Private Financing section above.

prospectus relates to the possible resale from time to time by the selling shareholders of the shares of Class A Common Stock, including the shares underlying warrants issued by us pursuant to the Transaction Documents. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled "Recent Events - Alco and CP BF Registration" above.

are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into on September 24, 2024 with each of CP BF and Alco in order to permit the investor such entities to offer the shares of Common Stock for resale from time to time. Except for the transactions contemplated by the Purchase Agreement, the investor has not had any material relationship with us within the past three years.

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.

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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 1,450,883 shares of Common stock outstanding immediately after the split as of the date hereof; as stated previously, these figures do not include:

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shares issuable upon vesting of outstanding

shares issuable upon vesting of outstanding restricted stock units granted through October 1, 2024;

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Shares of Common Stock

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.

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

Number of Shares of Common Stock to be

Number of Shares of Common Stock Owned After

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.

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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.

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.

Plan of distribution 51 changes

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;

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).

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

brokers' transactions;

involving cross or block trades;

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

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

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

privately negotiated transactions; or

combination of the foregoing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2 unchanged paragraphs

Registered for Resale

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

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 the following registration statements:

2 unchanged paragraphs

S-1 (File No. 333-278871) with the SEC for purposes of registering the resale from time to time of up to 352,941 shares of Common Stock (representing approximately 19.57% of our issued and outstanding shares of Common Stock and approximately 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 ● Form S-1 (File No. 333-282506) with the SEC for at least six months would be entitled purposes of registering for resale from time to sell their securities provided that (i) such person is not deemed time up to have been an affiliate 3,617,648 shares of Banzai at the time Common Stock (representing approximately 71.37% of or at any time during the three months preceding, a sale our issued and (ii) Banzai is subject to the Exchange Act periodic reporting requirements for at least three months before the sale outstanding shares of Common Stock and has filed all required reports under Section 13 or 15(d) approximately 73.02% of the Exchange Act during the 12 months (or such shorter period as Banzai was required to file reports) preceding our issued and outstanding shares of Common Stock held by non-affiliates (in each case, assuming the sale. exercise of all of our warrants)).

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 16 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"

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

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.

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."

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").

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 there is no outstanding balance under the Promissory Notes.

132 unchanged paragraphs

Business 9 changes

174 unchanged paragraphs

of Accrued Expenses and Other Current Liabilities

270 unchanged paragraphs

to 3,617,648 613,269 Shares of Class A Common Stock

shares of Class A Common Stock underlying Convertible Notes

Common Warrants to Purchase

A Warrants to Purchase up to 1,176,471 1,896,893 shares of Class A Common Stock

B Warrants to Purchase up to 1,176,471 1,353,624 shares of Class A Common Stock

Up to 1,896,893 shares

of Class A Common Stock underlying the Common Warrants

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 1,353,624 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, 7, 2024 PART Information Not Required in Prospectus

Recent Sales of Unregistered 3 changes

20 unchanged paragraphs

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

April 13, 2024, the Company issued entered into a Consulting Services Agreement with a consultant (the "Business Consultant"). The Company agreed to issue to the Business Consultant a total of 6,400 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 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 959,058 additional Shares pursuant to the Debt Reorganization II- 6

Exhibits 74 changes

4 unchanged paragraphs

Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated September 11, 2024. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on September 16, 2024).

6 unchanged paragraphs

Debt Repayment Agreement, dated as of May 3, 2024, by and among the Company and Yorkville (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on May 16, 2024).

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)

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.

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).

Private Placement Warrants Purchase Agreement, dated December 22, 2020, by and between 7GC and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by 7GC on December 28, 2020).

Amended and Restated Registration Rights Agreement, dated December 14, 2023, by and among the Company, the Sponsor, certain stockholders of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 20, 2023).

Form of Lock-Up Agreement, by and between the Company and certain stockholders and executives of Legacy Banzai (incorporated by reference to Annex D to the Registration Statement on Form S-4 filed on August 31, 2023).

Banzai International, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on March 25, 2024).

Banzai International, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed on March 25, 2024).

Loan Agreement, dated February 19, 2021, by and among the Company, Joseph P. Davy as an Individual Guarantor, Demio, Inc., as an Individual Guarantor and CP BF Lending, LLC, as Lender (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023).

Forbearance Agreement, dated August 24, 2023, by and among the Company, the guarantors party to the Loan Agreement (as defined therein), and CP BF Lending, LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023).

Warrant to Purchase Shares of Common Stock of Banzai International, Inc., dated December 15, 2023, issued by the Company to GEM Yield Bahamas Limited (incorporated by reference to the Exhibit 4.7 to the Current Report on Form 8-K filed on December 20, 2023).

Promissory Note, dated as of December 14, 2023, issued by Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) to YA II PN, LTD. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 18, 2023).

Promissory Note, dated as of February 5, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to the Exhibit 4.11 to the Registration Statement on Form S-1 filed on February 5, 2024).

Promissory Note, dated as of March 26, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K filed on April 1, 2024).

1 unchanged paragraph

Standby Equity Purchase Agreement, dated as of December 14, 2023, by and among Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.), YA II PN, LTD., and Banzai Operating Co LLC (f/k/a Banzai International, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 18, 2023).

Registration Rights Agreement, dated as of December 14, 2023, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and YA II PN, LTD. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 18, 2023).

Share Transfer Agreement, dated December 13, 2023, by and among the Company, the Sponsor and Alco Investment Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 20, 2023).

Form of Indemnification Agreement by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on December 20, 2023).

Amendment to Fee Reduction Agreement, dated December 28, 2023, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and Cantor Fitzgerald (incorporated by reference to Exhibit 10.26 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024).

Settlement Agreement, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.), GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.27 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024).

1 unchanged paragraph

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).

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 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).

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).

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).

Private Placement Warrant, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Exhibit 10.23 to the Current Report on Form 8-K filed on September 25, 2024).

Pre-funded Private Placement Warrant, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Exhibit 10.22 to the Current Report on Form 8-K filed on September 25, 2024).

Private Placement Warrant, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.27 to the Current Report on Form 8-K filed on September 25, 2024).

Pre-funded Private Placement Warrant, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.26 to the Current Report on Form 8-K filed on September 25, 2024).

Convertible Note, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 4.1 to the Current Report on Form 8-K filed on September 25, 2024) 4.24 Form of Pre-Funded Warrant (incorporated by reference to the Exhibit 4.1 to the Current Report on Form 8-K filed on September 27, 2024).

Form of Series A Warrant (incorporated by reference to the Exhibit 4.2 to the Current Report on Form 8-K filed on September 27, 2024).

Form of Series B Warrant (incorporated by reference to the Exhibit 4.3 to the Current Report on Form 8-K filed on September 27, 2024).

Form of Placement Agent Warrant (incorporated by reference to the Exhibit 4.4 to the Current Report on Form 8-K filed on September 27, 2024).

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

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).

Placement Warrants Purchase Agreement, dated December 22, 2020, by and between 7GC and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by 7GC on December 28, 2020).

and Restated Registration Rights Agreement, dated December 14, 2023, by and among the Company, the Sponsor, certain stockholders of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 20, 2023).

of Lock-Up Agreement, by and between the Company and certain stockholders and executives of Legacy Banzai (incorporated by reference to Annex D to the Registration Statement on Form S-4 filed on August 31, 2023).

International, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on March 25, 2024).

International, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed on March 25, 2024).

Agreement, dated February 19, 2021, by and among the Company, Joseph P. Davy as an Individual Guarantor, Demio, Inc., as an Individual Guarantor and CP BF Lending, LLC, as Lender (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023).

Agreement, dated August 24, 2023, by and among the Company, the guarantors party to the Loan Agreement (as defined therein), and CP BF Lending, LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023).

Supplemental Equity Purchase Agreement, dated February 5, 2024, as of December 14, 2023, by and between among Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.), and YA II PN, LTD., and Banzai Operating Co LLC (f/k/a Banzai International, Inc.) (incorporated by reference to Exhibit 10.29 of Amendment No. 1 10.1 to the Registration Statement Current Report on Form S-1 8-K filed on February 5, 2024). December 18, 2023).

Rights Agreement, dated as of December 14, 2023, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and YA II PN, LTD. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 18, 2023).

Transfer Agreement, dated December 13, 2023, by and among the Company, the Sponsor and Alco Investment Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 20, 2023).

of Indemnification Agreement by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on December 20, 2023).

to Fee Reduction Agreement, dated December 28, 2023, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.)

Addendum to Letter Agreements, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and Roth Capital Partners, LLC Cantor Fitzgerald (incorporated by reference to Exhibit 10.30 10.26 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024).

Agreement, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.), GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.27 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024).

Agreement, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and YA II PN, LTD (incorporated by reference to Exhibit 10.29 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024).

to Letter Agreements, dated February 5, 2024, by and between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and Roth Capital Partners, LLC (incorporated by reference to Exhibit 10.30 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024).

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 (incorporated by reference to the Exhibit 10.19 to the Current Report on Form 8-K filed on September 25, 2024).

Debt Repayment Agreement, dated as of May 3, 2024, by and among the Company and Yorkville (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on May 16, 2024).

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).

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).

Form of Securities Purchase Agreement (incorporated by reference to the Exhibit 10.1 to the Current Report on Form 8-K filed on September 27, 2024).

Lock-up Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company(incorporated by reference to the Exhibit 10.21 to the Current Report on Form 8-K filed on September 25, 2024).

Form of Registration Rights Agreement, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Exhibit 10.20 to the Current Report on Form 8-K filed on September 25, 2024).

Securities Purchase Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.17 to the Current Report on Form 8-K filed on September 25, 2024).

Lock-up Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.25 to the Current Report on Form 8-K filed on September 25, 2024).

Form of Registration Rights Agreement, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.24 to the Current Report on Form 8-K filed on September 25, 2024).

Form of Registration Rights Agreement, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to the Exhibit 10.2 to the Current Report on Form 8-K filed on September 27, 2024).

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

Power of Attorney (Included on signature page)*

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To be filed via amendment.

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.

Filing Fee Table (1)

Incorporated by reference to the Current Report Registration Statement on Form 8-K S-1 filed with the SEC on September 24, 2024 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 October 4, 7, 2024.

8 unchanged paragraphs