Parabolic Technologies: securities offering

Cover page 28 changes

filed with the Securities and Exchange Commission on October 7, 16, 2024

1 unchanged paragraph

Pre-Effective Amendment No. 1 to

20 unchanged paragraphs

shares of Class A Common Stock underlying Convertible Notes

Common Warrants to Purchase

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

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

Up to 1,896,893 shares

of Class A Common Stock underlying the Common Warrants

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

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

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

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

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

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

Stock, or pre-funded warrant in lieu thereof (the "Pre-Funded Warrants"), is being sold together with a Common Warrant. The shares of Class A Common Stock and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. Each Pre-Funded Warrant is being offered together with a Common Warrant. The Pre-Funded Warrants and Common Warrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering.

For each Pre-Funded Warrant that we sell, the number of shares of Class A Common Stock we are offering will be reduced on a one-for-one basis.

We will, however, receive the exercise price of (i) $0.001 per share of any of the Pre-Funded Warrants, and (ii) $39.24 per share of any of the Series A Warrants, in each case, exercised for cash. Additionally, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under the heading " Material Financing Arrangements – SEPA,"

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

TO COMPLETION-DATED OCTOBER 7, [ ], 2024

to 613,269 877,372 Shares of Class A Common Stock

International, Inc. filing this prospectus for the offer and sale from time to time by the selling securityholder named in this prospectus (the "Selling Securityholders") of up to : (i) 613,269 877,372 shares of Class A Common Stock consisting of shares of Class A issued or issuable pursuant to the Debt Equitization

Plan described elsewhere in this Registration Statement.

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

4 unchanged paragraphs

Class A Common Stock is listed on The Nasdaq Global Market, under the symbol "BNZI." On October 1, 14, 2024, the last reported sale price of our Class A Common Stock was $4.68 $3.70 per share.

1 unchanged paragraph

the section entitled " Risk Factors " beginning on page 19 18 of this prospectus to read about factors you should consider before buying our securities.

1 unchanged paragraph

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.

The date of this prospectus is October 7, 2024. 16,

1 unchanged paragraph

The offering 4 changes

1 unchanged paragraph

613,269 shares of Class A Common Stock, consisting of shares of Class A Common Stock issuable pursuant to those certain securities purchase agreements between the Company and each of Alco Investment Company (" Alco ") (a related party) and CP BF Lending, LLC c/o Columbia Pacific Advisors (" CP BF "), dated as of September 19, 2024 and September 23, 2024, respectively and a side letter between the Company and CP BF dated as of September 5, 2024; (2) 2,279,271 shares of Class A Common Stock underlying the Note; (3) common warrants to purchase up to 1,896,893 shares of Class A Common Stock, (the " Common Warrants "); and (4) Pre-Funded Warrants to purchase up to 1,353,624 shares of Class A Common Stock Class A Common Stock outstanding on October 1, 2024 1,450,883

shares of Class A Common Stock, consisting of the following shares of Class A Common Stock issuable pursuant to the agreements related to the Debt Equitization Plan: (1) 600,000 shares issuable to Perkins; (2) 30,000 shares issuable pursuant to Winterberry; (3) 150,000 shares issuable to GEM; (4) 29,078 shares previously issued to J.V.B; (5) an aggregate of 23,294 shares previously issued to Roth; and (6) 45,000 shares previously issued to Hudson Global Venture LLC.

are registering an additional 15% of shares of Class A Common Stock to account for the additional shares that may be owed to the Selling Shareholders as a result of our changing stock price, since the number of shares issuable to the Selling Shareholders under the applicable Debt Equitization Plan agreement is based upon our stock price at the time of issuance, which is after this Registration Statement is declared effective. For purposes of this Registration Statement, to calculate the number of shares to register, we assumed the issuance date was October 9, 2024 and used a stock price of $3.666 per share, which is the average of the closing price of our Class A Common Stock for the five trading days preceding October 9, 2024.

A Common Stock outstanding on October 14, 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 October 1, 14, 2024, 16,571 and 101,671 121,661 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 1.13% 0.81% or 6.55% 5.63% respectively, of the outstanding shares of our Class A Common Stock as of October 1, 14, 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 October 1, 14, 2024, up to 2,765,752 2,698,696 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 65.59% 56.96% of the outstanding shares of our Class A Common Stock as of October 1, 14, 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 October 1, 14, 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% 50% or 81% 75% of the total number of shares of Class A Common Stock outstanding as of October 1, 14, 2024, after giving effect to such issuance.

19 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 94.09% 91.89% of our outstanding voting power as of October 1, 14, 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 94.56% 93.47% 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 94.56% 93.47% 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, 14, 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.

31 unchanged paragraphs

25,000,000 Resale Shares in this prospectus, all of which, once sold by the Selling Securityholder pursuant to this prospectus upon and after its effectiveness (subject to certain lock-up agreements as described elsewhere in this prospectus), will be freely tradable.

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 4.19% 2.98% of our outstanding shares of Class A Common Stock, and Mr. Joseph Davy, who holds approximately 61.44% 53.13% of outstanding Common Stock of the Company, including shares of both Class A Common Stock and Class B Common Stock and approximately 94.09% 91.89% 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.

2 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 4.19% 2.98% of our Class A Common Stock as of October 1, 14, 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 October 1, 14, 2024, the closing price of our Class A Common Stock was $4.68. $3.70 Based on this closing price, the aggregate sales price of the Founder Shares would be approximately $0.3 $0.2 million.

5 unchanged paragraphs

it has become necessary for us to issue to Yorkville under the SEPA more than the 114,526 shares of Class A Common Stock previously registered, to receive aggregate gross proceeds equal to $100 million under the SEPA, we are filing this filed another registration statement to register under the Securities Act the resale by Yorkville such additional shares of Class A Common Stock we now seek to issue from time to time under the SEPA, which the SEC must declare effective.

2 unchanged paragraphs

Use of proceeds 4 changes

1 unchanged paragraph

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.

1 unchanged paragraph

of October 1, 14, 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 October 1, 14, 2024, there were 68 64 holders of record of our Class A Common Stock and one holder of record of our Public Warrants. These numbers do not include beneficial owners whose securities were held in street name.

Following receipt of the necessary shareholder and Nasdaq approval, we have implemented a reverse stock split of our Class A Common Stock at a 1:50 ratio, to be effective on September 19, 2024. Following the split, we have a new cusip number06682J308. number 06682J308.

MD&A 9 changes

9 unchanged paragraphs

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

2 unchanged paragraphs

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 and the Placement Agent Warrants (defined below), 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.

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. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock.

connection with the Private Placement, the Company entered into a registration rights agreement (the " Registration Rights Agreement "), dated as of September 24, 2024, with the investor, pursuant to which the Company agreed to prepare and file a registration statement on Form S-1 to register the resale of the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants, and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, 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). The Company filed an initial registration statement on Form S-1 (File No. 333-282506) with the SEC on October 4, 2024.

net proceeds to the Company from the Private Placement were approximately $4.4 million, after deducting placement agent fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement to pay off in full its outstanding credit facility with Yorkville Advisors and for general corporate purposes and working capital.

Wainwright & Co., LLC (" Wainwright ") acted as the Company's exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of September 12, 2024, as amended, between the Company and Wainwright (the " Engagement Letter "). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the Private Placement (inclusive of the gross proceeds to be received from the exercise of any Warrants), (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement (inclusive of the gross proceeds to be received from the exercise of any Warrants), and (iii) a non-accountable expense allowance of $50,000. In addition, the Company issued to Wainwright or its designees warrants (the " Placement Agent Warrants ") to purchase up to an aggregate of 88,235 shares of Common Stock at an exercise price equal to $5.3125 per share and, if any Warrants are exercised for cash will be obligated to issue to Wainwright 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 and have a term of exercise equal to five (5) years from the date of issuance.

to the Purchase Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the effective date of the Registration Statement. The Company has also agreed not to effect any Variable Rate Transaction (as defined in the Purchase Agreement) until one (1) year after the effective date of the Registration Statement (subject to certain exceptions).

Engagement Letter and the Purchase Agreement contain customary representations and warranties and agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants, the Series B Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A Warrant, the form of the Series B Warrant, the form of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits.

August 23, 2024 to October 14, 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 we agreed to register in this registration statement on Form S-1 and Shares that are exempt from registration. As of October 14, the Company has issued an aggregate of 614,973 Shares to the Creditors in exchange for the cancellation of an aggregate of $2,580,541.17 of debt.

40 unchanged paragraphs

Related-party transactions 44 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 October 1, 14, 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 October 1, 14, 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 1,450,883 2,038,152 shares of Class A Common Stock and 2,311,134 shares of Class B Common Stock outstanding as of October 1, 14, 2024 reflecting reverse stock split ratio at 1 to 50.

Name and Address of Beneficial Owner†

Directors and Named Executive Officers:

All Directors and Executive Officers of the Company as a Group (8 Individuals) 114,532 7.89 397,003 19.47 % 2,311,134 % 94.56 93.47 % * Less than 1%. Five Percent or Greater Holders:

CPBF Lending LLC (7)

Alco Investment Company (5)

2 unchanged paragraphs

are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with each of CP BF and Alco in order to permit such entities to offer the shares of Common Stock for resale from time to time.

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.

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 24,562,223 25,150,492 total votes.

& Co. Holdings LLC ("Holdings") is the record holder of these the Company shares. VII Co-Invest Sponsor LLC and HC 7GC Partners I LLC are the managing members of Holdings. VII Co-Invest Sponsor LLC is managed by SP Global Advisors LLC, which is managed by Jack Leeney. 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 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. 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 91.89% of the aggregate voting power as of October 14, (3) Consists of options to purchase 1,268 shares of Class A Common Stock exercisable within 60 days of October 14, 2024.

of 120 shares of Class A Common Stock and options to purchase 1,081 1,106 shares of Class A Common Stock exercisable within 60 days of October 1, 14, 2024.

of 503 504 shares of Class A Common Stock held directly by Mason Ward and 47,926 330,346 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.

of options to purchase 72 shares of Class A Common Stock exercisable within 60 days of October 1, 14, 2024.

The address of CPBF Lending LLC is 1910 Fairview Avenue, Suite 200 Seattle, WA 98102 SELLING SECURITYHOLDERS This 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. Debt Equitization are registering the shares of common stock pursuant to the provisions of the agreements we entered into with the Selling Securities as part of the Debt Equitization Plan to permit such entities to offer the shares of Common Stock for resale from time to time. Except for the transactions contemplated by the Debt Equitization Plan, none of the Selling Securityholders have had any material relationship with us within the past three years.

are registering an additional 15% of shares of Class A Common Stock to account for the additional shares that may be owed to the Selling Shareholders as a result of our changing stock price, since the number of shares issuable to the Selling Shareholders under the applicable Debt Equitization Plan agreement is based upon our stock price at the time of issuance, which is after this Registration Statement is declared effective. For purposes of this Registration Statement, to calculate the number of shares to register, we assumed the issuance date was October 9, 2024 and used a stock price of $3.666 per share, which is the average of the closing price of our Class A Common Stock for the five trading days preceding October 9, 2024.

3 unchanged paragraphs

maximum number of our Shares of Common Stock that may be offered for resale for the account of the Selling Securityholders under this prospectus; and the number and percentage of our Shares of Common Stock beneficially owned by the Selling Securityholder after the Offering of the shares (assuming all of the offered shares are sold by the Selling Securityholders), is based on 1,450,883 2,039,152 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 $4.623; $3.863;

1 unchanged paragraph

stock options with a weighted average exercise price of $251.74 $253.99 granted through October 1, 14, 2024;

shares issuable upon vesting of outstanding restricted stock units granted through October 1, 14, 2024;

3 unchanged paragraphs

Other than J.V.B., none

2 unchanged paragraphs

Alco Investment Company (4)

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

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

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

Gem Global Yield LLC SCS (4)

J.V.B Financial Group, LLC (5)

Roth Capital Partners, LLC (7)

Verista Partners, Inc. (8)

Hudson Global Ventures, LLC (9)

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

1 unchanged paragraph

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.

15% additional shares to account for the additional shares that may be owed to Gem as a result of our changing stock price, since the number of shares issuable to Gem under the applicable agreement is based upon dividing the Monthly Payment Amount (as defined in the agreement) by the volume weighted average price for the trading day immediately preceding the payment due date. For purposes of this Registration Statement, we assumed the payment due date was October 9, 2024, and therefore, the price was calculated to be $3.666 per share. The person having voting and dispositive power over Gem is Christopher F. Brown. The business address of Gem is 9 West 57 th Street, 49 th Floor, New York, NY 10019.

Financial Group, LLC is a subsidiary of J.V.B. Financial Holdings, LLC which is owned by Cohen & Company, LLC, the operating entity for Cohen & Company Inc., which is controlled by its CEO, Lester Brafman. The person having voting and dispositive power over J.V.B. is Jerry Serowik. The address of the persons and entities listed above is 1825 NW Corporate Blvd, Suite 100, Boca Raton, FL 33431.

15% additional shares to account for the additional shares that may be owed to Perkins as a result of our changing stock price, since the number of shares issuable to Perkins under the applicable agreement is based upon the lower of: (i) the closing price reported by Nasdaq on the date immediately preceding the date of issuance; and (ii) the average closing price reported by Nasdaq for the five trading days immediately preceding the date of issuance. For purposes of this Registration Statement, we assumed the issuance date was October 9, 2024, and therefore, the price was calculated to be $3.666 per share. Perkins as an entity does not have an individual with the power to vote or dispose the securities on behalf of the firm, and no partner or employee of the firm has, or in the last three years has had, in its individual capacity, a material relationship with the Company. The address of Perkins is 1120 NW Couch Street, 10 th Floor, Portland, OR 97209.

shares issued on September 6, 2024, pursuant to Addendum to engagement letters dated February 2, 2024 includes 12,000 shares previously registered in Amendment No.1 on February 5, 2024, of the registration statement initially filed on December 29, 2023. Byron Roth is the Chairman and Chief Executive Officer and Gordon Roth is the Chief Operating Officer and Chief Financial Officer of Roth Capital Partners, LLC. In these positions, both Mr. Byron Roth and Mr. Gordon Roth may be deemed to have voting and dispositive power over the shares held by this entity. The address of Roth is 888 San Clemente Dr Ste 400, Newport Beach, (8) Includes 15% additional shares to account for the additional shares that may be owed to Verista as a result of our changing stock price, since the number of shares issuable to Verista under the applicable agreement is based upon the quotient of $66,666 by the greater of:

(i) the VWAP for the five trading days immediately preceding the "Deadline" (as defined in the agreement"); and (ii) the "Minimum Price" as defined under Nasdaq Rule 5635(d). For purposes of this Registration Statement, we assumed the Deadline was October 9, 2024, and therefore, the price was calculated to be $3.666 per share. The person having voting and dispositive power over Verista is Bruce Biegel. The address of Verista is 16001 Collins Avenue, Apt 3707, Sunny Isles Beach, FL 33160.

shares issued on October 15, 2024, pursuant to the Consulting Agreement by and between the Company and Hudson Global Ventures, LLC, dated September 26, 2024. The person having voting and dispositive power over Hudson is Seth Ahdoot. The address of Hudson is 1 Linden Place, Suite 210, Great Neck, NY 11021.

Plan of distribution 46 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.

The selling shareholders

and any of their respective pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares:

brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

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

by a broker-dealer as principal and resale by the broker-dealer for its account;

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

privately negotiated transactions; or privately-negotiated

may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

the writing of options on the shares;

combination of any such methods of sale; and

other method permitted pursuant to applicable law.

selling shareholders may also sell shares under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus. The selling shareholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

selling shareholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling shareholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling shareholders. The selling shareholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be "underwriters" as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling shareholders, but excluding brokerage commissions or underwriter discounts.

selling shareholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling shareholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

selling shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling shareholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act, and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling shareholders or any other such person. In the event that any of the selling shareholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling shareholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling shareholders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

a selling shareholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling shareholder and the broker-dealer.

compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any member of the FINRA may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus.

4 unchanged paragraphs

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% 19.23% of our issued and outstanding shares of Common Stock and approximately 26.65% 22.82% 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% 92.46% of our issued and outstanding shares of Common Stock and approximately 94.93% 93.84% 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.

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% 14.75% of our issued and outstanding shares of Common Stock and approximately 20.89% 17.69% 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 ● Form S-1 (File No. 333-282506) with the SEC for purposes of registering for resale from time to time up to 3,617,648 shares of Common Stock (representing approximately 71.37% 63.95% of our issued and outstanding shares of Common Stock and approximately 73.02% 68.78% of our issued and outstanding shares of Common Stock held by non-affiliates (in each case, assuming the exercise of all of our warrants)).

Form S-1 (File No. 333-282306) with the SEC for purposes of registering for resale from time to time up to an aggregate 6,143,057 shares of Common Stock, 613,269 shares issued as of October 11, 2024. 5,529,788 shares are issuable as of the date hereof including shares underlying notes and warrants (representing approximately 73.06% of our issued and outstanding shares of Common Stock and approximately 77.10% of our issued and outstanding shares of Common Stock held by non-affiliates (in each case, assuming the exercise of all of our warrants).

11 unchanged paragraphs

Business 9 changes

445 unchanged paragraphs

shares of Class A Common Stock underlying Convertible Notes

Common Warrants to Purchase

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

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

Up to 1,896,893 shares

of Class A Common Stock underlying the Common Warrants

Up to 1,353,624 shares of Class A Common Stock underlying the Pre-Funded Warrants PROSPECTUS October 7, 2024 PART Information Not Required in Prospectus

to 613,269 877,372 Shares of Class A Common Stock

Not Required in Prospectus

Recent Sales of Unregistered 4 changes

22 unchanged paragraphs

August 23, 2024 to September23, 2024 the Company entered into various agreements to reorganize outstanding debt from certain creditors (collectively, the " Creditors ") into shares of the Company's Class A Common Stock (the " Shares ") (collectively, the " Debt Reorganization "). The Shares issued as part of the Debt Reorganization are a mix of Shares that are to be registered with the Securities and Exchange Commission (the " SEC ") in a registration statement on Form S-1 and Shares that are exempt from registration. As of October 1, 14, the Company has issued an aggregate of 71,704 614,973 Shares to the Creditors in exchange for the cancellation of an aggregate of $467,224.76 $2,580,541.17 of debt; the Company agreed to issue an aggregate of 959,058 420,669 additional Shares pursuant to the Debt Reorganization. II- 6

October 8, 2024, we issued an aggregate of 543,269 shares of Class A Common Stock to CP BF and Alco, pursuant to the agreements we entered into with them in September 2024 and are exempt from registration.

Global Ventures Shares

October 15, 2024, the Company issued 45,000 shares of Class A Common Stock to Hudson pursuant to the Consulting Agreement as consideration for advisory services provided by Hudson. Such shares were issued in a transaction exempt from registration in reliance on Section 4(a)(2) of the Securities Act.

Exhibits 14 changes

24 unchanged paragraphs

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).

28 unchanged paragraphs

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).

Securities Purchase Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC.* 10.27 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).

1 unchanged paragraph

of Registration Rights Agreement (incorporated by reference

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).

Securities Purchase Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company.* 10.31 Repayment Agreement with Perkins Coie, LLP.* 10.32 Amended and Restated Repayment Agreement with J.V.B Financial Group, LLC. * 10.33 Investor Relations Consulting Agreement with MZHCI, LLC.* 10.34 Side Letter to the Loan Agreement with CP BF Lending, LLC (incorporated by reference to the Exhibit 10.6 to the Current Report on Form 8-K filed on September 25, 2024).

Floor Price Adjustment Agreement with Yorkville Advisors.*

Agreement with Cooley LLP. *

Settlement Letter with CohnReznick LLP.*

Repayment Agreement with Sidley Austin LLP.*

Repayment Agreement with Donnelley Financial LLC.*

Repayment Agreement with Verista Partners, Inc.*

Agreement dated as of September 26, 2024 by and between the Company and Hudson Global Ventures, LLC.* of Subsidiaries (incorporated by reference to the Exhibit 21.1 to the Annual Report on Form 10-K filed on April 1, 2024).

9 unchanged paragraphs

Filing Fee Table (1)

2 unchanged paragraphs

Undertakings 1 change

15 unchanged paragraphs

to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bainbridge Island, State of Washington on October 7, 16, 2024.

8 unchanged paragraphs