Banzai International: securities offering

Cover page 26 changes

filed with the Securities and Exchange Commission on September 12, December 9, 2025

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Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, New York 10022

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Stock issuable pursuant to Advances (as defined below) under that certain standby equity purchase agreement (the "Original SEPA"), dated December 14, 2023, by and among Legacy Banzai, 7GC and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville

Advisors Global, LP ("Yorkville"), as amended by that certain supplemental agreement (the "SEPA Supplemental Agreement"

and, together with the Original SEPA, the "SEPA"), dated February 5, 2024. On December 29, 2023, we filed a registration statement on Form S-1 (File No. 333-276307) to register up to 11,453 shares of Class A Common Stock issuable pursuant to Advances under the SEPA; the registration statement was declared effective on February 2, 2024 (the "First SEPA Registration Statement").

On September 20, 2024, we filed another registration statement on Form S-1 (File No. 333-282232) to register an additional 2,500,000 shares of Class A Common Stock issuable pursuant to Advances under the SEPA; the registration statement was declared effective on September

26, 2024 (the "2024 Additional SEPA Registration Statement," together with the First SEPA Registration Statement,"

the "Prior SEPA Registration Statements"). We are filing this registration statement to register additional shares of Class

A Common Stock issuable pursuant to Advances under the SEPA for resale.

TO COMPLETION-DATED [ ], December 9, 2025

to 25,000,000 shares of Class A Common Stock underlying Convertible Notes

Banzai International, Inc.

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

"Selling Securityholders") of up to 2,076,842 shares of our Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), issuable upon the conversion of that certain convertible promissory note (as amended, the

"2024 CP BF Convertible Note") originally issued by the Company to CP BF Lending, LLC, c/o Columbia Pacific Advisors ("CP

BF"), pursuant to the Loan Agreement, dated as of February 19, 2021, as amended by the Second Amendment to Loan Agreement, dated as of September 23, 2024, and further amended by the Letter Agreement, dated October 10, 2025 between the Company and CP proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholder Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder Securityholders 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 Securityholders 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 ."

We are registering the securities

are registering the securities for resale pursuant to the Selling Securityholders' registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling

Securityholder Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A Common Stock. The Selling Securityholder Securityholders may offer, sell, or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholder pursuant to this prospectus. We provide more information about how the Selling Securityholder may sell the shares in the section entitled "Plan of Distribution."

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholder Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares in the section entitled "Plan of Distribution."

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We expect that, because there is a large number of shares being registered pursuant to the registration statement of which this prospectus forms a part, the Selling Securityholder Securityholders will continue to offer the securities covered thereby pursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time.

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the section entitled "Risk Factors" beginning on page 9 12 of this prospectus to read about factors you should consider before buying our securities.

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date of this prospectus is September 12, December 9, 2025.

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Prospectus summary 63 changes

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sell most of our products using a recurring subscription license model typical in SaaS businesses, with customer contracts that vary in term length from single months to multiple years. As of June September 30, 2025, our customer base included over 4,590 customers operating in over 90 countries, across numerous different industries, including healthcare, financial services, e-commerce, technology, media, and others. No single customer represents more than 10% of our revenue.

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The Offering closed on June 30, 2025 (the "Initial Closing Date").

Notes were issued with an original issue discount of 10.0% (the "OID") and accrue interest at a rate of 10.0% per annum.

July 8, 2025, we effected a 1-for-10 reverse stock split of our outstanding Class A common stock and Class B common stock. Based on such reverse stock split , the total number of outstanding shares of Class A common stock was adjusted from 22,710,739 to approximately 2,271,129 2,271,074 and the total number of outstanding shares of Class B common stock was adjusted from 2,311,134 to approximately 231,114. The par value per common share remained unchanged at $0.0001.

The par value per common share remained unchanged at $0.0001.

Senior Secured Convertible Note Offering

On June 27, 2025, we

June 27, 2025, we entered into a securities purchase agreement (the "June Purchase Agreement") with an institutional investor (the "Buyer") for the issuance and sale in a private placement (the "June Offering") of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the "June Notes") which Notes shall be convertible into shares of the Company's Class A common stock, par value $0.0001, of the Company (the "Common Stock" or "Class A Common Stock") (the shares of Common Stock issuable pursuant to the terms of the June Notes, including, without limitation, upon conversion or otherwise, collectively, the "Conversion Shares"), in accordance with the terms of the June Notes. The Buyer initially purchased (i) a June Note in the aggregate original principal amount of $2,200,000 and (ii) a warrant to initially acquire up to 126,973 shares of Common Stock (the "June Buyer Warrants") (as exercised, collectively, the "June Warrant Shares"). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the "Letter Agreement") with Rodman & Renshaw LLC as the exclusive financial advisor (the "Financial Advisor") pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 50,157 shares of Common Stock (the "Financial Advisor Warrants", together with the Buyer Warrants, the "Warrants"). The Offering closed on June 30, 2025 (the "Initial parties held an additional Closing pursuant to the terms of the June Purchase Agreement (the "Second Closing"). The Company issued an additional note in the original principal amount of $2,200,000, with an initial conversion price equal to $3.4891 per share and issuance date of August 19, 2025 (the "August Note"), and additional Warrants to purchase up to 126,107 shares of Common Stock, at an initial exercise price equal to $3.4891 per share (the "August Warrants"), in the Second Closing. The August Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the August Note and August Warrants, respectively, the August Note and August Warrants have the same terms as those issued on the Initial Closing Date.

In September 2025, as

per the terms of the June and August Notes and Warrants, the conversion price and exercise price was adjusted to $2.50.

August 19, October 8, 2025, the parties held an additional Closing pursuant to the terms of the June Purchase Agreement (the " Second "Third Closing"). ").

The Company issued an additional aote Note in the original principal amount of $2,200,000, $2,500,000, with an initial conversion price equal to $3.4891 $2.50 per share and issuance date of August 19, October 8, 2025 (the "Additional "October Note" and which together with the August Note and the June Notes, Note, are collectively referred to herein as the " "Notes"), "), and additional Warrants to purchase up to 126,107 200,000 shares of Common Stock, at an initial exercise price equal to $3.4891 $2.50 per share (the "Additional "October Warrants" and which together with the June Buyer Warrants and the August Warrants, are collectively referred to herein as the " "Buyer Warrants"), "), in the Second Third Closing. The Additional October Note matures on August 19, October 8, 2026. Other than the maturity date and the conversion and exercise price of the Additional October Note and Additional October Warrants, respectively, the Additional October Note and Additional October Warrants have the same terms as those issued on the Initial Closing Date.

The Notes were issued

with an original issue discount of 10.0% (the "OID") and accrue interest at a rate of 10.0% per annum. The June Notes mature 18 months from the date of issuance (the "Maturity Date"), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the "Conversion Rate"). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the Notes is subject to a floor price of $1.10.

The Notes mature 12 months

Additional Notes mature 12 months from the date of issuance, unless extended pursuant to the terms thereof.

The Buyer Warrants are

Buyer Warrants are to purchase up to 126,973 553,208 shares of Common Stock, at an initial exercise price of $3.4891 per share. Pursuant to the terms of the Buyer Warrants, the exercise price has been as adjusted in September to $3.4891 per share. $2.50. The Buyer Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance.

As required by the registration

required by the registration rights agreement related to the June Offering, the Company filed a registration statement on July 30, 2025 to register the resale of the Conversion Shares and the Warrant Shares; the registration statement must be effective no later than sixty (60) days following the date of the agreement (or ninety (90) days in the event of a "full review" by the SEC).

The initial net proceeds

initial net proceeds to the Company from the Offering were approximately $1.725 million, after deducting financial advisory fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for general corporate purposes and working capital.

& Renshaw LLC ("Rodman") acted as the Company's exclusive financial advisor in connection with the Offering, pursuant to that certain Letter Agreement, dated as of April 30, 2025, as amended, between the Company and Rodman. Pursuant to the Letter Agreement, the Company paid Rodman (i) a total cash fee equal to 7% of the aggregate gross proceeds of the Offering (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants), (ii) a management fee of 1.0% of the aggregate gross proceeds of the Offering (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants), and (iii) a non-accountable expense allowance of $75,000. In addition, the Company issued to Rodman or its designees the Financial Advisor Warrants to purchase up to an aggregate of 50,157 153,918 shares of Common Stock at an exercise price equal prices ranging from $3.13 to $3.4891 $3.49 per share, which represents 125% of the respective Offering price. The Financial Advisor Warrants have substantially the same terms as the Buyer Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

August 27, 2025, the Company entered into an At The Market Offering Agreement (the " ATM Agreement ") with H.C.

August 27, 2025, the Company entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC, as sales agent (the " Manager " or " Wainwright "), to sell its shares of Class A Common Stock from time to time, in an "at the market offering" program through Wainwright, with certain limitations on the amount of Class A Common Stock (the " ATM Shares ") that may be offered and sold thereunder. The sales, if any, of the ATM Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the " Securities Act "), including sales made directly on or through the Nasdaq Capital Market ("Nasdaq") or on any other existing trading market for the Company's Class A Common Stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law (the "ATM Offering").

and sales of the ATM Shares by the Company, if any, under the ATM Agreement, will be made through a prospectus supplement, dated August 27, 2025 and an accompanying base prospectus, dated August 8, 2025, contained therein (the " ATM Prospectus Supplement "), which ATM Prospectus Supplement forms a part of the Company's shelf registration statement on Form S-3 (File 333-288908), as amended, initially filed by the Company with the U.S. Securities and Exchange Commission (the " SEC ") on July 23, 2025 (the " Registration Statement ") and declared effective by the SEC on August 8, 2025. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is currently $7,525,033, approximately $8.2 million as of December 5, 2025, which is based on the limitations of General Instruction of September 9, 2025, we raised net proceeds I.B.6 of approximately $377,000 and issued approximately 118,900 shares, pursuant to the ATM Offering. Form S-3.

of December 5, 2025, we raised net proceeds of approximately $3.1 million and issued approximately 1,418,815 shares, pursuant to the ATM Offering.

The ATM Offering of the Shares pursuant to the ATM Agreement and the ATM Prospectus Supplement will terminate upon the earlier of (i) the sale of the Maximum Amount (as defined in the ATM Agreement) of Shares pursuant to the ATM Agreement, or (b) the termination of the ATM Agreement by us or the Manager as permitted therein.

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

The "Floor Price" is $5.00 per share (subject to adjustment from time to time). Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than five (5) trading days' prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the shares of Common Stock is less than $103.83 (subject to adjustment from time to time, the "Fixed Price").

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May 22, 2024, the Company entered into an Amended

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.

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earlier terminated as provided in the SEPA, the SEPA will terminate automatically on the earlier to occur of:

September 16, 2025, we entered into a Convertible Promissory Note (the " September 2025 Note ") in the principal amount of $2,000,000 (the " Original Principal Amount ") with Yorkville, to be used as an advance under the SEPA.

The Company received $890,000 from Yorkville on that same date ("Advance #1), which reflects 50% of the Original Principal Amount, 10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, Yorkville shall remit an amount equal to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount ("Advance #2"). As of the date of this prospectus, the Company received net proceeds of $900,000.00 from Yorkville ("Advance #2").

September 2025 Note was issued on September 16, 2025 (the " Issuance Date ") and the maturity date of the Note is March 16, 2026, but may be extended at the option of the Company (the " Maturity Date "). Beginning on the 30 th day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an " Installment Date "), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being paid (the " Payment Premium "), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the " Installment Amount "). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The September 2025 Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the September 2025 Note. The September 2025 Note is convertible into shares of the Company's Class A common stock, at a conversion price of $2.50 per share (the " Conversion Price "). Yorkville may elect to convert part or all of the outstanding balance of the September 2025 Note at any time or from time to time after the Issuance Date. The Company maintains the right to redeem all or any part of the September 2025 Note, at any time, provided that (i) the Company provides Yorkville with at least 10 trading days' prior written notice (each, a " Redemption Notice ") of its desire to prepay the outstanding amount (an " Optional Redemption "), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price.

October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 115,000 shares of the Company's Class A Common Stock at a purchase price of $3.08 for a total purchase price of $354,074 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on October 8, 2025, the Company issued to Yorkville 115,000 shares of Class A Common Stock.

October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 65,000 shares of the Company's Class A Common Stock at a purchase price of $2.95 for a total purchase price of $191,477 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on October 15, 2025, the Company issued to Yorkville 65,000 shares of Class A Common Stock.

November 14, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 87,000 shares of the Company's Class A Common Stock at a purchase price of $1.37 for a total purchase price of $119,538 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on November 17, 2025, the Company issued to Yorkville 87,000 shares of Class A Common Stock.

On December 2, 2025,

the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 170,000 shares of the Company's Class A Common Stock at a purchase price of $1.23 for a total purchase price of $209,576 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on December 05, 2025, the Company issued to Yorkville 170,000 shares of Class A Common of the SEPA earlier terminated as provided in the SEPA, the SEPA will terminate automatically on the earlier to occur of:

first day of the month next following the 36-month anniversary of the date of the SEPA, provided that if a Yorkville Promissory Note is then outstanding, such termination shall be delayed until such date that the Yorkville Promissory Note that was outstanding has been repaid (and/or converted); and the date on which Yorkville shall have made payment of Advances pursuant to the SEPA for shares of Common Stock equal to the commitment amount of $100.0 million.

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CP BF Letter Agreement

previously reported on February 19, 2021, the Company, along with Joe Davy and Demio, Inc. (the "Guarantors"), issued a convertible promissory note (the "First Senior Convertible Note") in an aggregate principal amount of $1,500,000 to CP BF Lending, LLC ("CP BF") in connection with a loan agreement, dated February 19, 2021, between the Company and CP BF (the "Loan Agreement").

On October 10, 2022, the Loan Agreement was amended, whereby CP BF waived payment by the Company of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for a convertible promissory note (the "Second Senior Convertible Note" and, together with the First Senior Convertible Note, the "Senior Convertible Notes") issued by the Company in an aggregate principal amount of $321,345. On 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, par value $0.0001 (the "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.

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, 7,000 Shares; the Company also agreed to register those shares in a registration statement.

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 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the "CP BF Registrable Securities"). Under the CP BF SPA, CP BF elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in them paying the full Subscription Amount ($2,000,000) to the Company. The Warrant can be exercised at an initial exercise price of $38.90 per share, subject to adjustment for a term of five years. 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 a registration statement to register the CP BF Registrable Securities and for the registration statement to become effective on or before December 9, 2024.

the Note had 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 227,927 shares of Class A Common Stock underlying the Note in a registration statement. The Note may be converted into shares of the Company's Class A Common Stock at a conversion price of $38.90 per share and matures on February 19, 2027.

of October 14, 2025, there was an aggregate of $4,861,926.46 outstanding under the Note (the "Balance"). As per the terms of the prior agreements, shares of our Common Stock, are registered on Form S-1 with registration number 333-282306 (the "Registered Shares").

October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain terms of the Loan Agreement and Note (as amended on October 15, 2025, the "Letter Agreement"). The Letter Agreement includes the following amendments to the Loan Agreement and Note:

The Conversion Price is reduced to a price equal to

95% of the price of the Class A Common Stock on the trading day (each a "Trading Day") immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50 (the "Floor Price").

CP BF shall take commercially reasonable actions to

partially convert the Balance into shares of Class A Common Stock at the new conversion price. However, the Letter Agreement limits the amount of shares CP BF can sell (or convert) to 5% of the aggregate daily trading volume and we maintain the right to waive or increase such limitation.

Between the time that we pay at least $2,000,000 of

the Balance until the earlier of (a) 60 days following the date of the Letter Agreement and (b) our receipt of $10,000,000 in gross proceeds for the sale of our securities, (such period, the "Suspension Period"), we are no longer required to prepay a certain percentage of other proceeds we receive from securities offerings to CP BF, as originally required in the Loan Agreement.

per the Letter Agreement, we agreed to use an agreed upon portion of other debt to partially prepay the Balance. We also agreed to reserve that number of shares of Class A Common Stock equal to 120% of the number of shares of Class A Common Stock issuable upon full conversion of the Balance at the new conversion price and to register 100% of all such shares with the Securities and Exchange Commission within 60 days of the Letter Agreement. As per the Letter Agreement, subject to their receipt of $2,000,000 and the filing of the registration statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of the Letter Agreement;

CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any failure on our part to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September 30, 2025.

failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement.

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stock is subject to minimum requirements to remain listed on the Nasdaq Capital Market, including a minimum bid price requirement and stockholders' equity requirement, and may be delisted if it does not maintain or regain, as applicable, compliance with those requirements.

of shares of our Class A Common Stock pursuant to any Advances under the SEPA and conversion of any amounts under the Yorkville Promissory Notes, exercise of the GEM Warrant and conversion of any amounts under the GEM Promissory Note, and conversion of any amounts under the convertible promissory note (the "First Senior Convertible Note") in an aggregate principal amount of $1,500,000 issued to CP BF in connection with a loan agreement, dated February 19, 2021, between the Company and CP BF (the "Loan Agreement"), which was amended on October 10, 2022, pursuant to which CP BF waived payment by the Company of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for a convertible promissory note (the "Second Senior Convertible Note" and, together with the First Senior Convertible Note, the "Senior Convertible Notes") issued by the Company in an aggregate principal amount of $321,345, would result in substantial dilution of our stockholders and may have a negative impact on the market price of our Class A Common Stock. may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

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executive officers and directors collectively beneficially own approximately 36.42% 20.53% 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.

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The offering 4 changes

shares of Class A Common Stock that may be issued pursuant to Advances under the SEPA Class A Common Stock outstanding on September 9, 2025 4,172,058

of Common Stock offered by Selling Securityholder Securityholders

shares of Class A Common Stock underlying Convertible Notes with a balance of $4,725,921, issued in October 2025.

A Common Stock outstanding on December 5, 2025

Risk factors 34 changes

in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under "Cautionary Note Regarding Forward-Looking Statements," you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Related to our Business and Industry

have incurred significant operating losses in the past and may never achieve or maintain profitability.

have incurred significant operating losses since our inception, including operating losses of $13.5 million, $9.8 million, $9.6 million and $6.8 million in the years ended December 31, 2024, and 2023 and the six months ended June 30, 2025 and 2024, respectively. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company and as we continue to invest in increasing our customer base, expanding our operations, hiring additional sales and other personnel, developing future products, and potentially acquiring complementary technology and businesses. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We are unable to accurately predict when, or if, we will be able to achieve profitability.

Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. To date, we have financed our operations principally from the sale of our equity, revenue from sales, and the incurrence of indebtedness. Our cash flow from operations was negative for the year ended December 31, 2023 and December 31, 2022 and the six months ended June 30, 2025 and June 30, 2024, respectively, and we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all and/or which would be dilutive to our stockholders. If we are unable to successfully address these risks and challenges as we encounter them, our business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively impact the value of our Class is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of their investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.

the section entitled "Risk Factors" and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.

Class A Common Stock is currently traded on The Nasdaq Capital Market under the symbol "BNZI."

number of shares of our Class A Common Stock that are and will be outstanding immediately before and after this registration statement is effective is based on 9,091,870 shares of our Class A Common Stock outstanding as of December 5, 2025, which excludes:

shares issuable upon exercise of outstanding Public Warrants with an exercise price of $5,750.00;

shares issuable upon exercise of the warrant issued on December 14, 2023 (the "GEM Warrant"), to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, "GEM"), with an exercise price of $3,407.25 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants;

12,525 shares issuable upon exercise

of outstanding stock options with a weighted average exercise price of $340.59 granted through December 5, 2025;

390,946 shares issuable upon vesting

of outstanding restricted stock units granted through December 5, 2025;

shares issuable upon conversion of senior convertible notes with an exercise price of $2.50;

shares issuable upon conversion of outstanding shares of Class B common stock;

shares issuable upon exercise of outstanding common stock purchase warrants with an exercise price of $90.00 that were issued May 2024 pursuant to a "best efforts" offering of our Class A common stock ("Best Efforts Offering");

shares issuable upon exercise of warrants issued to the placement agent of the Best Efforts Offering with an exercise price of $100.00 per share;

shares are issuable upon exercise of the CPBF common stock warrant with an exercise price of $2.50 per share;

133,134 shares are issuable upon

exercise of the Alco common stock warrant with an exercise price of $40.20 per share;

shares issuable upon exercise of outstanding Class A common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $25.00;

shares issuable upon exercise of outstanding Class B common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $25.00;

shares issuable upon exercise of warrants issued to the placement agent pursuant to the "PIPE" that closed in June 2025, with an exercise price of $53.13;

shares issuable upon exercise of common stock purchase of 3i LP warrants issued on June 30, 2025, with an exercise price of $2.50 as per exercise price adjusted and reset as of September 29, 2025;

shares issuable upon exercise of warrants issued to the financial advisor of 3i LP of the transaction that closed on June 30, 2025, with an exercise price of $3.4891;

shares issuable upon exercise of common stock purchase of 3i LP warrants issued on August 19, 2025, with an exercise price of $2.50 as per exercise price adjusted and reset as of September 29, 2025;

shares issuable upon exercise of warrants issued to the financial advisor of 3i LP of the transaction that closed on closed on, 2025, with an exercise price of $4.36;

200,000 shares issuable upon exercise

of common stock purchase of 3i LP warrants issued on October 8, 2025, with an exercise price of $2.50;

63,636 shares issuable upon exercise

of warrants issued to the financial advisor of 3i LP of the transaction that closed on October 8, 2025, with an exercise price of $3.13;

735,226 Class A common shares issuable

upon conversion of 3i LP convertible notes with an exercise price of $2.50;

Management 38 changes

has concluded, and the report of our auditors included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K") reflect, that there is substantial doubt about our ability to continue as a going concern within 12 months after the date of the filing of the 2023 2024 Form 10-K. The reaction of investors to the inclusion of a going concern statement by management and our auditors and our potential inability to continue as a going concern may materially adversely affect the price of our publicly traded securities and our ability to raise new capital or enter into partnerships. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. Further, the perception that we may be unable to continue as a going concern may impede our ability to pursue strategic opportunities or operate our business due to concerns regarding our ability to fulfill our contractual obligations. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all.

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These may include assumptions, analyses, and estimates about future pricing, and future costs, all of which are subject to a wide variety of business, regulatory, and competitive risks and uncertainties. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected, and may adversely affect the value of our we fail to attract and retain qualified personnel, our business could be harmed.

forecasts, projections, or outlook, including projected annual recurring revenue, revenue growth, cost of goods sold, operating expense, gross margin, and anticipated organic and inorganic growth, are subject to significant uncertainty and are based on certain assumptions, analyses, and estimates, including with reference to third-party forecasts, any, or all of which may prove to be incorrect or inaccurate. These may include assumptions, analyses, and estimates about future pricing, and future costs, all of which are subject to a wide variety of business, regulatory, and competitive risks, and uncertainties. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected and may adversely affect the value of our Class A Common Stock.

we fail to attract and retain qualified personnel, our business could be harmed.

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As a result, on August 24, 2023, we entered into the Original Forbearance Agreement, as amended by the Forbearance Amendment dated as of December 14, 2023, under which we acknowledged that we were in default of several obligations and such holder acknowledged such defaults and agreed, subject to certain conditions, not to exercise any right or remedy under the Loan Agreement, including its right to accelerate the aggregate amount outstanding under the Loan Agreement, until June 14, 2024. On September 23, 2024, we entered into 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 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the " CP BF Registrable Securities "). Under the CP BF SPA, CP BF elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in them paying the full Subscription Amount ($2,000,000) to the Company.

Pursuant to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the "CP BF Registrable Securities").

Under the CP BF SPA, CP BF elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in them paying the full Subscription Amount ($2,000,000) to the Company.

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operations have consumed substantial amounts of cash since inception, and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new applications and solutions, enhance our existing product offerings, enhance our operating infrastructure, and acquire complementary businesses and technologies. For the years ended December 31, 2024 and 2023 and the six nine months ended June September 30, 2025, Legacy Banzai's net cash used in operating activities was $9.6 million,$1.6 million, $1.6 million and $9.0 $13.4 million, respectively. As of June September 30, 2025, December 31, 2024 and 2023, Banzai and Legacy Banzai, respectively, had $2.3 $0.9 million, $1.1 million and $2.1 million of cash, respectively, which was held for working capital purposes. As of June September 30, 2025, December 31, 2024, and 2023, Banzai and Legacy Banzai, respectively, had borrowings of $15.8 $14.4 million, $12.4 million and $16.2 million, respectively, outstanding under its term loans and promissory notes.

15 unchanged paragraphs

Closing, the Senior Convertible Notes and the obligation to issue the GEM Warrant automatically became our obligation. On December 15, 2023, we issued the GEM Warrant in the amount of 1,657 shares of Class A Common Stock at an exercise price of $3,245.00 per share, which was later adjusted to $18.30 $3,407.25 per share, pursuant to the adjustment provisions of the GEM Warrant, which will be adjusted to 105% of the then-current exercise price if, on the one-year anniversary date of the date of issuance, the GEM Warrant has not been exercised in full and the average closing price per share of shares of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of Class A Common Stock, or securities convertible into or exercisable or exchangeable for, shares of Class A Common Stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such Class A Common Stock or other securities. The issuance of shares of Class A Common Stock in this offering may cause such an adjustment in the exercise price of the GEM Warrant. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026.

1 unchanged paragraph

the shares of Class A Common Stock issuable pursuant to the Senior Convertible Notes, to the extent exercised, converted and issued, would impose significant dilution on our stockholders. As of September 9, December 5, 2025, up to 222,367 159,667 additional shares of 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 5.06% 1.68% of the outstanding shares of our Common Stock as of September 9, December 5, 2025 after giving effect to such issuance.

1 unchanged paragraph

at any time during the commitment period, provided there is a balance remaining outstanding under a Yorkville Promissory Note, Yorkville may deliver an Investor Notice, causing an Advance Notice to be deemed delivered to Yorkville, subject to certain conditions. As of September 9, December 5, 2025, the aggregate principal amount has been 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 with 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 $500.00 or $1,500.00 per share, such additional issuances would represent in the aggregate approximately 163,374 161,625 or 54,458 53,875 additional shares of Class A Common Stock, respectively, or approximately 4% 2% or 1% of the total number of shares of Class A Common Stock outstanding as of September 9 December 5, 2025, after giving effect to such issuance.

may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

for any reason, Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

decrease in the number of institutional and general investors that will consider investing in our Class A Common Stock;

determination that our common stock is a "penny stock" which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

reduction in the number of market makers for our Class A Common stock and the number of broker-dealers willing to execute trades in shares of our Class A Common Stock;

decreased ability to issue additional securities or obtain additional financing in the future; and being subject to regulation in each state in which we offer our securities.

1 unchanged paragraph

we are unable to maintain the listing of our Class A Common Stock on The Nasdaq Global Capital Market or another national securities exchange, our Class A Common Stock could become subject to the so-called "penny stock" rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. The SEC regulations impose restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser's written consent to the transaction prior to sale. This means that if we are unable maintain the listing of our Class A Common Stock on a national securities exchange, the ability of stockholders to sell their common stock in the secondary market could be adversely affected. If a transaction involving a penny stock is not exempt from the SEC's rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction.

2 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 36.13% 20.27% of our outstanding voting power as of September 9, December 5, 2025, and therefore may be 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.

28 unchanged paragraphs

A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Legacy Banzai's annual or interim financial statements will not be prevented or detected on a timely basis.

to the Closing of the Business Combination, Legacy Banzai was a private company with limited accounting personnel to adequately execute its accounting processes and limited supervisory resources with which to address its internal control over financial reporting. In connection with the audit of Legacy Banzai's financial statements as of and for the year ended December 31, 2022 and continuing through the year ended December 31, 2024, 2023, Legacy Banzai identified material weaknesses in its internal control over financial reporting; the Company has identified material weaknesses in 2024 too. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Legacy Banzai's annual or interim financial statements will not be prevented or detected on a timely basis.

2 unchanged paragraphs

failure to remediate existing material weaknesses, or to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. We will not be required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and will therefore not be required to make a formal assessment of the effectiveness of control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an "emerging growth company" as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A Common Stock.

executive officers and directors collectively beneficially own approximately 36.42% 20.53% 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 36.42% 20.53% of the voting power of our outstanding shares of Common Stock as of the date of this prospectus, based on the number of shares outstanding as of September 9, December 5, 2025. 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 the sale of the Company, and might ultimately affect the market price of our Class A Common Stock.

27 unchanged paragraphs

may issue a substantial number of additional shares of Common Stock or Preferred Stock, including under our 2023 equity incentive plan, which has 1,000,000 10,000,000 shares authorized as of February 28, 2025, and 482,488 425,699 shares available for issuance as of September 9, December 5, 2025. Any such issuances of additional shares of Common Stock or Preferred Stock:

4 unchanged paragraphs

of a substantial number of shares of Class A Common Stock in the public market pursuant to the Registration Statements on Form S-1 (File Nos. 333-276307 and 333-278871) (the "S-1 Registration Statements") could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of Class A Common Stock. In particular, until such time as it is no longer effective, the S-1 Registration Statements permit the resale of shares held by Mr. Joseph Davy, who holds approximately 5.95% 2.48% of outstanding Common Stock of the Company, including shares of both Class A Common Stock and Class B Common Stock and approximately 36.13% 20.27% 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.

are including 25,000,000 2,076,842 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.

5 unchanged paragraphs

it has become necessary for us to issue to Yorkville under the SEPA more than the 2,511,453 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 an additional 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 (the "2024 Additional SEPA Registration Statement"). The 2024 Additional SEPA Registraion Statement was filed with the SEC on September 12, 2025 and declared effective on September 19, 2025.

1 unchanged paragraph

of our shares of Common Stock in the public market during this Offering by the Selling Securityholder Securityholders may cause the market price of our of Resale Shares could result in resales of our Common Stock by our current securityholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Stock. to decline.

of Resale Shares could result in resales of our Common Stock by our current securityholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Stock.

7 unchanged paragraphs

The Redemption Premium is equal to 115%.

each of June 27, 2025, August 19, 2025, and October 8, 2025, we issued a senior secured convertible note in the aggregate original principal amount of $2,200,000, $2,200,000, and $2,500,000, respectively, under a purchase agreement, pursuant to which the "June 2025 Company may issue notes on August 19, 2025 we issued another note in the aggregate original principal amount of $2,200,000 (the "August Notes," together with $11,000,000 (collectively, the "June 2025 Notes"). the "Summer Notes"). As of September 9, December 5, 2025, the outstanding balance of the Summer June 2025 Notes is $3,010,635. $2,438,333. The holders of the Summer June 2025 Notes have certain rights upon an event of default.

of default under the Summer June 2025 Notes, none of which have occurred as of the date of this prospectus, are defined under the Summer June 2025 Notes to include among others: (i) failure to pay any amounts due under the June 2025 Note when and as due after any applicable cure period; (ii) failure to meet filing and effectiveness deadlines concerning this the registration statement pursuant to which the Notes and the shares of Common stock underlying such Notes are registered; (iii) any default of at least $500,000 of indebtedness other than with respect to the June 2025 Note; (iv) any bankruptcy, liquidation or other similar proceeding, or any voluntary bankruptcy or similar proceeding commenced by the Company or any subsidiary, or an admission in writing of its inability to pay its debts generally as they become due; (v) the entry by a court of a decree, order, judgment or similar document in respect of the Company or any subsidiary of a voluntary or involuntary bankruptcy or similar proceeding not dismissed within thirty (30) days of its initiation; (vi) failure to convert the Summer June 2025 Notes or deliver underlying Class A Common Stock on a timely basis; (vii) suspension from trading or listing of the Common Stock for five consecutive trading days; and (viii) failure to effect the issuance and sale of at least $1 million in gross proceeds in this offering during any consecutive twenty (20) trading day period (the "ATM Default").

Summer June 2025 Notes provide that upon an Event of Default, including an ATM Default, the note holders may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Summer June 2025 Notes at a price equal to the greater of (i) the product of (A) the Conversion Amount (as defined in the June 2025 Note) to be redeemed multiplied by (B) the Redemption Premium (as hereinafter defined) and (ii) the product of (X) the quotient of (a) the Conversion Amount to be redeemed divided by (b) the Alternate Conversion Price (as defined in the June 2025 Note) then in effect at such time as the note holder delivers an Event of Default redemption notice multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest closing price of the Class A common stock on any trading day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the entire payment required to be made. Additionally, until the Event of Default Redemption Price (together with any late charges thereon) is paid in full, the Conversion Amount submitted for redemption (together with any late charges thereon) may be converted, in whole or in part, by the note holder into Class A common stock pursuant to the terms of the June 2025 Note. The Redemption Premium is equal to 115%.

note holders may also require redemption of the Summer June 2025 Notes upon a Change of Control (as defined in the June 2025 Note) at a premium of one hundred thirty (130%) percent. The exercise of any of the above rights upon an event of default could substantially harm our financial condition and force us to curtail or even cease our operations.

Use of proceeds 7 changes

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

the sale of the shares of Common Stock being offered by the Selling Securityholders.

1 unchanged paragraph

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 number 06682J308.

of December 5, 2025, our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol "BNZI".

of September 9, 2025, 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 Capital Market under the symbol "BNZIW." As of September 9, December 5, 2025, there were 61 60 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.

In June 2025, following

in June 2025, following receipt of the necessary shareholder and Nasdaq approval, we implemented a reverse stock split of our Class A and Class B Common Stock at a 1:10 ratio, which went effective on July 8, 2025. Following the split, we have a new CUSIP number 06682J407.

Dividend policy 1 change

12 unchanged paragraphs

reflected in column (a)) (c) (1)

3 unchanged paragraphs

MD&A 71 changes

4 unchanged paragraphs

was founded in 2015. The first product Banzai launched was Reach, a SaaS and managed services offering designed to increase registration and attendance of marketing events, followed by the acquisition of Demio, a SaaS solution for webinars designed for marketing, sales, and customer success teams, in 2021 and the launch of Boost, a SaaS solution for social sharing designed to increase attendance for Demio-hosted events by enabling easy social sharing by event registrants, in 2023. Our customer base included over 3,070 6097 customers as of June September 30, 2025 and comes from a variety of industries, including (among others) healthcare, financial services, e-commerce, technology and media, operating in over 90 countries. Our customers range in size from solo entrepreneurs and small businesses to Fortune 500 companies. No single customer represents more than 10% of our revenue. Since 2021, we have focused on increasing mid-market and enterprise customers for Demio. Progress towards this is reflected in our increase in multi-host Demio customers from 14 on January 1, 2021 to 89 97 on June September 30, 2025.

1 unchanged paragraph

Banzai generated revenue

generated revenue of approximately $6.6 $9.4 million and $2.1 $3.2 million during the six nine months ended June September 30, 2025 and 2024, respectively. Banzai has incurred significant net losses since inception, including net losses of approximately $11.4 $17.5 million and $8.2 $23.7 million for the six nine months ended June September 30, 2025 and 2024, respectively. Banzai had an accumulated deficit of $89.7 $95.7 million and $78.3 million as of June September 30, 2025 and December 31, 2024, respectively.

10 unchanged paragraphs

While Nasdaq rules do not impose

As a result, since we effected

Marketplace Rule 5550(a)(2) requires a minimum bid price of $1.00 per share for primary equity securities listed on the Nasdaq Capital Market (the "Minimum Bid Price Requirement").

Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. In addition, Nasdaq Listing Rule 5810 (c)(3)(A)(iv) states that if any listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for a Minimum Bid Price Requirement compliance period of 180 days.

a result, since we effected the 1-for-50 September Reverse Stock Split and the 1-for-10 July Reverse Split, Nasdaq would begin the process of delisting our common stock without providing a Minimum Bid Price Requirement compliance period. However, we could still be eligible to request a hearing before the Nasdaq Panel to present its plan for regaining and sustaining compliance with the Minimum Bid Price Requirement.

Company may seek to raise additional capital through a private placement leveraging SEPA with the proceeds to support its operation and expansion through acquisition.

a private placement leveraging its SEPA with the proceeds to support its operation and expansion through acquisition.

4 unchanged paragraphs

In October 2025, CP BF exercised

its optional conversion option in which it received an aggregate of 62,700 shares of Class A Common Stock at conversion prices per share ranging from $2.38 to $2.74, in satisfaction of an aggregate of $167,116 of the Company's obligations under the 2024 CP BF Convertible Note.

2 unchanged paragraphs

January 10, 2025 and September 9, October 22, 2025, the Company settled the fifth through fifty sixth eighth Advance Notices received subsequent to December 31, 2024, by selling an aggregate of 2,441,951 2,621,951 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $16,773,516. $17,349,066.

and October 13, 2025, the Company settled Advance Notices received subsequent to September 30, 2025, by selling an aggregate of 180,000 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $568,281. On November 17, 2025, the Company settled Advance Notices received subsequent to October 13, 2025, by selling 87,000 shares of Class A Common Stock to Yorkville for a total purchase price of approximately $124,523. On December 5, 2025, the Company settled Advance Notices received subsequent to November 17, 2025, by selling 170,000 shares of Class A Common Stock to Yorkville for a total purchase price of approximately $218,314.

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2025, we entered into a Convertible Promissory Note (the "September 2025 Note") in the principal amount of $2,000,000 (the "Original Principal Amount") with Yorkville, to be used as an advance under the SEPA. The Company received $890,000 from Yorkville on that same date ("Advance #1), which reflects 50% of the Original Principal Amount, 10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, Yorkville shall remit an amount equal to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount ("Advance #2"). As of the date of this prospectus, the Company received net proceeds of $900,000.00 from Yorkville ("Advance #2").

Note was issued on September 16, 2025 (the "Issuance Date") and the maturity date of the Note is March 16, 2026, but may be extended at the option of the Company (the "Maturity Date"). Beginning on the 30 th day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an "Installment Date"), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being paid (the "Payment Premium"), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the "Installment Amount").

The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The September 2025 Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the September 2025 Note. The September 2025 Note is convertible into shares of the Company's Class A common stock, at a conversion price of $2.50 per share (the "Conversion Price"). Yorkville may elect to convert part or all of the outstanding balance of the September 2025 Note at any time or from time to time after the Issuance Date. The Company maintains the right to redeem all or any part of the September 2025 Note, at any time, provided that (i) the Company provides Yorkville with at least 10 trading days' prior written notice (each, a "Redemption Notice") of its desire to prepay the outstanding amount (an "Optional Redemption"), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price.

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Bridge Note Issuances to 1800 Diagonal Lending, LLC

February 7, 2025, LLC On August 16, 2024, the Company issued a fourth first promissory note (the "February "August 1800 Diagonal Note") for an aggregate principal amount of $124,200 $184,000 and received $100,000 $195,000 of proceeds, net of an original discount of $16,200 $24,000 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of December June 15, 2025. The stated interest rate on the February Note is 12% per annum, and interest shall accrue on the February Note commencing on and including the issuance date pursuant to the February Note Agreement's repayment and amortization schedule.

The stated interest rate on the April Note is 12% per annum, and interest shall accrue on the August Note commencing on and including the issuance date pursuant to the August Note Agreement's repayment and amortization schedule. As of December 5, 2025, the August Note was fully paid.

September 24, 2024, the Company issued a second promissory note (the "September 1800 Diagonal Note") for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of July 30, 2025 to 1800 Diagonal Lending, LLC ("Diagonal") . The stated interest rate on the September Note is 12% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the September Note Agreement's repayment and amortization schedule. On July 23, 2025, the Company exercised its conversion option under the September 1800 Diagonal Note. On the conversion date, the September 1800 Diagonal Note had a fair value of $17,000 and converted into 7,034 shares of the Company's Class A Common Stock.

December 10, 2024, the Company issued a third promissory note (the "December 1800 Diagonal Note") for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of October 15, 2025. The stated interest rate on the December Note is 12% per annum, and interest shall accrue on the December Note commencing on and including the issuance date pursuant to the December Note Agreement's repayment and amortization schedule. On July 22, 2025, the Company exercised its conversion option under the December 1800 Diagonal Note. On the conversion date, the December 1800 Diagonal Note had a fair value of $58,000 and converted into 19,986 shares of the Company's Class A Common Stock.

February 7, 2025, the Company issued a fourth promissory note (the "February 1800 Diagonal Note") for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of December 15, 2025. The stated interest rate on the February Note is 12% per annum, and interest shall accrue on the February Note commencing on and including the issuance date pursuant to the February Note Agreement's repayment and amortization schedule. On August 11, 2025, the February 1800 Diagonal Note had a fair value of $80,700 was fully converted and satisfied by the issuance of 32,780 shares of Company Class A common stock.

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July 23, 2025, the Company issued a seventh promissory note (the "July 1800 Diagonal Note") for an aggregate principal amount of $295,550 and received $250,000 of proceeds, net of an original discount of $38,550 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of May 30, 2026. The stated interest rate on the July Note is 12% per annum, and interest shall accrue on the July Note commencing on and including the issuance date pursuant to the July Note Agreement's repayment and amortization schedule.

September 12, 2025, the Company issued an eighth promissory note (the "September 1800 Diagonal Note") for an aggregate principal amount of $151,800 and received $125,000 of proceeds, net of an original discount of $19,800 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of June 15, 2026. The stated interest rate on the July Note is 14% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the September Note Agreement's repayment and amortization schedule.

November 4, 2025, the Company issued a ninth promissory note (the "November 1800 Diagonal Note") for an aggregate principal amount of $238,050 and received $200,000 of proceeds, net of an original discount of $31,050 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of July 30, 2026. The stated interest rate on the July Note is 14% per annum, and interest shall accrue on the November Note commencing on and including the issuance date pursuant to the November Note Agreement's repayment and amortization schedule.

December 3, 2025, the Company issued a tenth

promissory note (the "December 1800 Diagonal Note") for an aggregate principal amount of $94,300 and received $75,000 of proceeds, net of an original discount of $12,300 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of August 30, 2026. The stated interest rate on the December Note is 14% per annum, and interest shall accrue on the December Note commencing on and including the issuance date pursuant to the December Note Agreement's repayment and amortization schedule.

December 3, 2025, the Company issued a first promissory note (the "December Boot Capital Note") for an aggregate principal amount of $115,000 and received $100,000 of proceeds, net of an original discount of $15,000, with a maturity date of August 30, 2026. The stated interest rate on the December Note is 14% per annum, and interest shall accrue on the December Note commencing on and including the issuance date pursuant to the December Note Agreement's repayment and amortization schedule.

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On June 27, 2025, the Company

June 27, 2025, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor, 3i, LP (the "Buyer") for the issuance and sale in a private placement (the "Private Placement Offering") of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the "Private Placement Convertible Notes") which Notes shall be convertible into shares of the Company's Class A Common Stock, par value $0.0001 (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the "Conversion Shares"), in accordance with the terms of the Notes. The Buyer initially purchased (i) a Note in the aggregate original principal amount of $2,200,000 $11,000,000 and (ii) a warrant to initially acquire up to 126,973 shares of Common Stock (the "Buyer Warrants") (as exercised, collectively, the "Warrant Shares"). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the "Letter Agreement") with Rodman & Renshaw LLC as the exclusive financial advisor (the "Financial Advisor") pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 50,157 shares of Common Stock (the "Financial Advisor Warrants", together with the Buyer Warrants, the "Private Placement Warrants"). The Private Placement Offering closed on June 30, 2025 (the "Closing Date").

In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the "Letter Agreement") with Rodman & Renshaw LLC as the exclusive financial advisor (the "Financial Advisor") pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 50,157 shares of Common Stock (the "Financial Advisor Warrants", together with the Buyer Warrants, the "Private Placement Warrants"). The Private Placement Offering closed on June 30, 2025 (the "Initial Closing Date"). The original exercise price of the Buyer Warrants of $3.4891 was reduced to $2.50 per share to purchase 126,973 shares of Common Stock that was increased to purchase up to 177,208 shares of Common Stock pursuant to a price adjustment that occurred on September 29, 2025, pursuant to the terms of the Buyer Warrants.

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June 30, 2025, the Company drew $2,200,000 of principal under the allowable aggregate of $11,000,000 pursuant to the Purchase Agreement and received proceeds of $1,725,000, net of original issue discount and issuance fees and costs. As of December 5, 2025, the June notes balance was fully paid with cash payment and note conversions.

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The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is currently $7,525,033, which is based on the limitations of General Instruction I.B.6 of Form S-3. As of September 9, 2025, we raised net proceeds of approximately $377,000 and issued approximately 118,900 shares, pursuant to the ATM Offering.

The Company issued an Additional aote Note in the original principal amount of $2,200,000, with an initial conversion price equal to $3.4891 per share and issuance date of August 19, 2025 (the Additional Note and with the June Notes, Initial Note, are collectively referred to herein as the " "Additional Notes"), "), and Additional Warrants to purchase up to 126,107 shares of Common Stock, at an initial exercise price equal to $3.4891 per share (the "Additional Warrants and the June Initial Buyer Warrants, are collectively referred to herein as the " "August Buyer Warrants"), "), in the Second Closing. The Additional Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date. As of December 5, 2025, the August note has an outstanding principal balance of $733,333.

as per the terms of the Notes and Warrants, the conversion price and exercise price was adjusted to $2.50.

the parties held an Additional Closing pursuant to the terms of the June Purchase Agreement (the "Third Closing"). The Company issued an Additional Note in the original principal amount of $2,500,000, with an initial conversion price equal to $2.50 per share and issuance date of October 8, 2025 (the Additional Note and the Initial Note, are collectively referred to herein as the "Additional Notes"), and Additional Warrants to purchase up to 200,000 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the "Additional Warrants and the Initial Buyer Warrants, are collectively referred to herein as the "October Buyer Warrants"), in the third Closing. The Additional Note matures on October 8, 2026. Other than the maturity date and the conversion and exercise price of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date. As of December 5, 2025, the October note has an outstanding principal balance of $1,483,333.

Additional Notes was issued with an original issue discount of 10.0% (the "OID"), as was the Note issued on the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The Additional August Buyer Warrants are to purchase up to 126,107 shares of Common Stock, at an original exercise price of $3.4891. Pursuant to the terms of the August Buyer Warrants, on September 29, 2025, the exercise price of the warrants was adjusted to $2.50 per share and the number of shares that could be purchased increased to 176,000 shares of Common Stock. Both the August and October Buyer Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance.

August 27, 2025, the Company we entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC, as sales agent (the "Manager" or "Wainwright"), to sell its shares of our Class A common stock, from time to time, in an "at the market offering" program through Wainwright, with certain limitations on the amount of Class A Common Stock (the "ATM Shares") that may be offered and sold thereunder. The sales, if any, of the ATM Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through the Nasdaq Capital Market ("Nasdaq") or on any other existing trading market for the Company's Class A Common Stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law (the "ATM"). Offering").

and sales of the ATM Shares by the Company, if any, under the ATM Agreement, will be made through a prospectus supplement, dated August 27, 2025 and an accompanying base prospectus, dated August 8, 2025, contained therein (the "ATM Prospectus Supplement"), which ATM Prospectus Supplement forms a part of the Company's shelf registration statement on Form S-3 (File 333-288908), as amended, initially filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on July 23, 2025 (the "Registration Statement") and declared effective by the SEC on August 8, 2025. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $8.2 million as of December 5, 2025 , which is based on the limitations of General Instruction I.B.6 of to the ATM Agreement, the Company will set the parameters for the sale of the ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitation on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Upon delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, the Manager will use its commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell the ATM Shares from time to time based upon the Company's instructions. The Company has no obligation to sell any the ATM Shares under the ATM Agreement and may at any time suspend solicitation and offers under the ATM Agreement. The Manager is not obligated to purchase any ATM Shares on a principal basis pursuant to the ATM Agreement.

ATM Agreement provides that the Company will pay the Manager commissions for its services for acting as agent in the sale of the ATM Shares pursuant to the ATM Agreement. The Manager will be entitled to compensation at a fixed commission rate equal to up to 3.0% of the gross proceeds from the sale of the ATM Shares pursuant to the ATM Agreement. The Company has agreed to provide the Manager and certain affiliates of the Manager with customary indemnification and contribution rights, including for liabilities under the Securities Act.

Pursuant to the terms of the ATM Agreement, the Company has agreed to reimburse Wainwright for the reasonable fees and expenses of its legal counsel not to exceed $100,000 (excluding any periodic due diligence fees) incurred in connection with entering into the transactions contemplated by the ATM Agreement. Additionally, pursuant to the terms of the ATM Agreement, the Company has also agreed to reimburse Wainwright up to a maximum of $5,000 per Representation Date (as defined in the ATM Agreement) in connection with a new Registration Statement or the filing of the Company's Annual Report on Form 10-K and $2,500 in connection with each other Representation Date, plus any incidental expense incurred by the Manager in connection therewith.

ATM Agreement contains customary representations and warranties and conditions regarding the placements of the Shares pursuant thereto, obligations to sell Shares under the ATM Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement.

ATM Offering of the Shares pursuant to the ATM Agreement and the ATM Prospectus Supplement will terminate upon the earlier of (i) the sale of the Maximum Amount (as defined in the ATM Agreement) of Shares pursuant to the ATM Agreement, or (b) the termination of the ATM Agreement by us or the Manager as permitted therein.

May 2025, the Company entered into a private placement agreement with certain investors to sell 31,884 shares of Class A common stock at $6.90 per share and 32,352 prefunded warrants (the "May 2025 Prefunded Warrants") at $3.40 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 32,352 shares of Class A common stock. The Company collected in aggregate $330,000 of gross proceeds from this private placement.

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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 ("HCW Pre-Funded Warrants") to purchase up to 117,647 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 117,647 shares of Common Stock, at an exercise price of $25.00 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 117,647 shares of Common Stock at an exercise price of $25.00 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 HCW Pre-Funded Warrant and accompanying Warrants was $42.49. The Private Placement closed on September 26, 2024.

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 ("HCW Pre-Funded Warrants") to purchase up to 117,647 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 117,647 shares of Common Stock, at an exercise price of $25.00 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 117,647 shares of Common Stock at an exercise price of $25.00 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 HCW Pre-Funded Warrant and accompanying Warrants was $42.49. The Private Placement closed on September holder of the HCW Pre-Funded Warrants and the Warrants may not exercise any portion of such holder's HCW 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 HCW 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 the initial registration statement on Form S-1 (File No. 333-282506) with the SEC on October 4, 2024 and it was declared effective on November 6, 2024.

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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 8,824 8,825 shares of Common Stock at an exercise price equal to $53.13 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.

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August 23, 2024 to December 31, 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 the Company agreed to register in a registration statement on Form S-1 and Shares that are exempt from registration. As of September 09, December 5, 2025 the Company has issued an aggregate of 409,676 472,376 Shares to the Creditors in exchange for the cancellation of an aggregate of $9,248,765 $9,415,881 of debt.

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following table presents the percentage of Banzai's revenue for the three and six nine months ended June September 30, 2025 and 2024 as compared to our other SaaS products.

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following table presents average monthly NRR for the three and six nine months ended June September 30, 2025 and 2024.

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following table presents new customer ACV and total average ACV for the three and six nine months ended June September 30, 2025 and 2024.

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following table presents CAC for the three and six nine months ended June September 30, 2025 and 2024.

Customer Acquisition Cost (CAC)

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following table presents revenue Churn and new customer (or logo) Churn for the three and six nine months ended June September 30, 2025 and 2024.

Average Monthly Churn - Revenue

Average Monthly Churn - Customer (Logo)

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following table presents MRR, Customer Life, and LTV for the three and six nine months ended June September 30, 2025 and 2024.

Customer Life (months)

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following table presents the LTV / CAC ratio for the three and six nine months ended June September 30, 2025 and 2024.

Net Revenue Retention ("NRR")

NRR is a metric Banzai uses

is a metric Banzai uses to measure the revenue retention of its existing customer base. NRR calculates the change in revenue from existing customers by cohort over a period of time, after taking into account revenue lost due to customer churn and downgrades, and revenue gained due to upgrades and reactivations.

The formula for calculating NRR is: NRR = (Revenue at the beginning of a period - Revenue lost from churn, and downgrades + Revenue gained from expansion and reactivation) / Revenue at the beginning of the period.

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Customer Acquisition Cost (CAC)

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Average Monthly Churn - Revenue

Average Monthly Churn - Customer (Logo)

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Calculations for these metrics on a per-customer basis, as follows:

formula for calculating LTV is comprised of two metrics: Monthly Recurring Revenue ("MRR") and Customer Life represented in # of months. Calculations for these metrics on a per-customer basis, as follows:

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Customer Life (months)

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Related-party transactions 73 changes

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of December 31, 2023, 2024, the Company had accrued a total of approximately $40,000 related to office space, utilities, and secretarial and administrative support services, incurred by our predecessor, 7GC.

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Consists of (i) a 2022

Consists of (i) a 2022

Consists of (i) a 2023

Consists of (i) a 2022

of (i) a 2022 Note issued to DNX III in the principal amount of $717,000 (ii) a 2022 Note issued to DNX Japan III in the principal amount of $258,000, (iii) a 2022 Note issued to DNX S-III in the principal amount of $25,000, (iv) a 2022 Note issued to DNX III in the principal amount of $358,500, (v) a 2022 Note issued to DNX Japan III in the principal amount of $129,000, (vi) a 2022 Note issued to DNX S-III in the principal amount of $12,500 ((i)-(iii) together, the "2022 DNX Notes", (iv)-(vi) together, the "2023 DNX Notes" and, the 2022 DNX Notes and the 2023 DNX Notes, together, the "DNX Notes"). The 2022 DNX Notes were issued in on July 1,2022 and the 2023 DNX Notes were issued on May 11, 2023.

of (i) a 2022 Note issued to Alco in the principal amount of $1,000,000 on July 1, 2022, (ii) a 2022 Note issued to Alco in the principal amount of $2,100,538.22 on July 19, 2022, (iii) a 2023 Note issued to Alco in the principal amount of $1,500,000 on March 8, 2023, and (iv) a 2023 Note issued to Alco in the principal amount of $500,000 on May 10, 2023.

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

of (i) a 2022 Note issued to Mason Ward in the principal amount of $50,000 on July 28, 2022, (ii) a 2022 Note issued to Mason Ward in the principal amount of $50,000 on September 2, 2022, and (iii) a 2023 Note issued to Mason Ward in the principal amount of $50,000 on June 14, 2023.

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As of the date hereof, none of the Alco notes described above remain outstanding; all have been converted into equity.

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Prior to approving such a transaction, the material facts as to a director or officer's relationship or interest in the agreement or transaction were disclosed to the Board.

Company is in the process of formally adopting a written related person transactions policy. The Board has historically identified, reviewed, and approved any transactions, arrangements, or relationships (or any series of similar transactions, arrangements, or relationships) in Banzai or any of its subsidiaries and related persons are, were or would be participants, including the transactions described above. Prior to approving such a transaction, the material facts as to a director or officer's relationship or interest in the agreement or transaction were disclosed to the Board.

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each person known to us

all directors and named

following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock and Class B Common Stock as of September 9, December 5, 2025 for:

person known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock;

each of our named executive officers;

each of our directors; and

directors and named executive officers as a group.

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The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible within 60 days of September 9, December 5, 2025, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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Unless otherwise noted,

Each share of Class A Common

Consists of 300 shares

Consists of 30,920 shares

Consists of 337 shares

. Consists of options to

the number of our Shares

the maximum number of our

of beneficial ownership is based on 4,172,058 9,091,870 shares of Class A Common Stock and 231,114 shares of Class B Common Stock outstanding as of September 9, December 5, 2025. Class A Common Stock Class B Common Stock % Total Voting Name and Address of Beneficial Owner† Shares % Shares % Power†† Directors and Named Executive Officers:

Name and Address of Beneficial Owner†

Directors and Named Executive Officers:

All Directors and Executive Officers of the Company as a Group (7 Individuals) 49,865 1.20 29,985 * % 231,114 100 % 36.42 20.53 % Five Percent or Greater Holders:

IV OR Aggregator, LLC (8)

otherwise noted, the business address of each of the following persons is c/o Banzai International, Inc., 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110.

share of Class A Common Stock entitles its holders 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 6,483,198 11,403,010 total votes.

of 300 shares of Class A Common Stock held directly by Jack Leeney.

of 5 shares of Class A Common Stock, options to purchase 499 shares of Common Stock exercisable within 60 days of December 5 2025 and 231,114 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 36.13% 20.27% of the aggregate voting power as of September 9, December 5, 2025).

of options to purchase 7,549 10,003 shares of Common Stock exercisable within 60 days of September 9, December 5, 2025.

Consists of 359 shares of Class A Common Stock held directly by Mason Ward.

of 337 shares of Class A Common Stock held directly by Paula Boggs.

Consists of options to purchase 16,181 shares of Common

Stock exercisable within 60 days of December 5, 2025

purchase 8,090 shares of Common Stock exercisable within 60 days of September 9, 2025 (7) Consists of 2,310 2,301 shares of Class A Common Stock held directly by Kent Scofield.

(i) 49,996 shares of Class A common stock held by FE IV OR Aggregator, LLC ("FE Aggregator") and (ii) 1,176,628 shares of Class A common stock issuable upon the exercise of Pre-Funded Warrants held by FE Aggregator. FE Aggregator's right to exercise Pre-Funded Warrants at any particular time is subject to the Beneficial Ownership Limitation described above, however, for purposes of the second column of the above table, all shares of Class A common stock underlying the Pre-Funded Warrants have been included. As the manager, of FE Aggregator, Frederick N. Coulson, IV may be deemed to have voting and dispositive power over the shares of Class A common stock held by FE Aggregator. The address of FE Aggregator and Mr. Coulson is 4801 Main Street, Suite 700, Kansas City, MO 64112.

prospectus relates to the possible resale from time to time by Yorkville of any or all the selling shareholders of the shares of Class A Common Stock, that may be issued by us to Yorkville under including those underlying the SEPA. 2024 CP BF Convertible Notes. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled "Committed Equity Financing" "Recent Developments - CP BF Letter Agreement" above.

We are registering the shares

are registering the shares of common stock pursuant to the provisions of the Registration Rights (1) Letter Agreement, we entered into with Yorkville on December 14, 2023 in connection with dated October 10, 2025 between the SEPA in order to permit Yorkville Company and CP BF to offer the shares of Common Stock for resale from time to time. Except for the transactions contemplated by, the SEPA and in connection with, the Registration Rights Letter Agreement, Yorkville has the selling shareholders have not had any material relationship with us within the past three years.

The following table sets forth:

the name of the Selling Securityholders;

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

the 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 Securityholders after the Offering of the shares (assuming all of the offered shares are sold by the Selling Securityholders), is based on 22,710,739 shares of Common Stock outstanding immediately prior to the reverse stock split or 2,271,129 2,076,842 shares of Common Stock outstanding immediately after the split as of the date hereof; as stated previously, these figures do not include:

None of the Selling Securityholders

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.

Each Selling Securityholder may

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

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Shares of Common Stock

Represents beneficial ownership

For the purpose of this

Consists of shares of Class

A Common Stock issuable to Yorkville pursuant to Advances under the SEPA. The price at which we may issue and sell shares pursuant to an Advance under the SEPA may be at either (a) 95% of the average VWAP of the Class A Common Stock for the period commencing on the receipt of the Advance Notice by Yorkville and ending on 4:00 p.m. Eastern Time on the applicable date of the Advance Notice ("Pricing Option 1") or (b) 96% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days commencing on the date of the Advance Notice to Yorkville ("Pricing Option 2"), provided that we are subject to certain caps on the amount of shares of Class A Common Stock that we may sell pursuant to any Advance. See "Description of Securities—Yorkville SEPA " for more information regarding the SEPA.

Since we do not have the

All percentages have been

Yorkville is a fund managed

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

Number of Shares of Common Stock to be

Number of Shares of Common Stock Owned After

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

Represents beneficial ownership of less than one percent of our outstanding shares (assuming all of the offered shares are sold by the Selling Securityholders).

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.

Consists of (i) shares of Class A Common Stock issuable to CP BF Lending, LLC upon the conversion of that certain convertible promissory note (as amended, the "2024 CP BF Convertible Note") originally issued by the Company to CP BF Lending, LLC, c/o Columbia Pacific Advisors, pursuant to the Loan Agreement, dated as of February 19, 2021, as amended by the Second Amendment to Loan Agreement, dated as of September 23, 2024, and further amended by the Letter Agreement, dated October 10, 2025 between the Company and CP BF. See "Description of Securities-Debt " for more information.

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.

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

Columbia Pacific Advisors may be deemed to beneficially own the securities held by CP BF Lending, LLC because they are the controlling members of the Board of Managers of Columbia Pacific Advisors, LLC. Columbia Pacific Advisors LLC is the manager of CP Business Finance GP, LLC, the manager of CP BF Lending, LLC. The address of CP BF Lending, LLC is 1910 Fairview Ave. E., Suite 300, Seattle, WA 98102.

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transactions involving

through brokers, dealers,

in other ways not involving

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.

it intends to take possession

the complete details of

whether the member firm

The shares of Common Stock offered by this prospectus

shares of Common Stock offered by this prospectus are being offered by the Selling Stockholder. Securityholders. The shares of Common Stock may be sold or distributed from time to time by the Selling Stockholder Securityholders 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:

ordinary brokers' transactions;

transactions involving cross or block trades;

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

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

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

in privately negotiated transactions; or

any combination of the foregoing.

In order to comply with the securities laws of

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.

The Selling Securityholders are both an "underwriter"

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

The Selling Securityholders have informed us that

has informed us that it intends they intend to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has they have acquired and may in the future acquire from us pursuant to the SEPA. their respective agreements. 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 The Selling Securityholders have informed us that each such broker-dealer will receive commissions from Yorkville that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters, or agents participating

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 Securityholders 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 Securityholders may be less than or in excess of customary commissions. Neither we nor the Selling Securityholders 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 Securityholders.

We know of no existing arrangements between the

know of no existing arrangements between the Selling Stockholder Securityholders 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.

FINRA Rule 5110 requires FINRA member firms (unless

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, Securityholders, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a Selling Shareholder Securityholder 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:

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

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

whether 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, Securityholders, including details regarding any such transactions; and in the event any of the securities offered by the Selling Shareholders Securityholders are sold, transferred, assigned or hypothecated by any Selling Shareholder Securityholder 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.

We may from time to time file with the SEC one

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, Securityholders, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of Common Stock by the Selling Stockholder, Securityholders, any compensation paid by the Selling Stockholder Securityholders to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registration

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. Securityholders.

We also have agreed to indemnify CP BF and certain

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.

CP BF has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by CP BF 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.

CP BF has represented to us that at no time prior

has represented to us that at no time prior to the date of their respective agreements with the SEPA has Yorkville Company have they or its their 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 CP BF has agreed that during the term of the SEPA, their respective agreements, neither Yorkville CP BF nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised the Selling Securityholders that

have advised the Selling Stockholder that it is they are required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, Securityholders, 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.

This offering will terminate on the date that

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

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connection with the Business Combination, on the Closing Date, the Company and certain stockholders and executives of Legacy Banzai, including Legacy Banzai's officers, directors, and certain holders of 10% or more of the outstanding shares of Legacy Banzai Common Stock as of the date of the Merger Agreement, entered into Lock-Up Agreements effective as of the Closing Date (each, a "Lock-Up Agreement").

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

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

addition to the shares being registered with this prospectus, Banzai filed registration statement on Form S-1 (File No. 333-276307) with the SEC for purposes of registering the resale from time to time of up to 48,500 shares of Common Stock (representing approximately 1.31% of our issued and outstanding shares of Common Stock and approximately 1.38% of our issued and outstanding 30,309 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 2,500,000 shares of Common Stock, 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, which was declared effective on May 21, 2024.

S-1 (File No. 333-282306) with the SEC for purposes of registering the resale from time to time of up to an aggregate of 492,506 shares of Common Stock, which was declared effective on October 10, 2024.

S-1 (File No. 333-282680) with the SEC for purposes of registering the resale from time to time of up to 87,737 shares of Common Stock, which was declared effective on November 12, 2024.

S-3 (File No. 333-288935) with the SEC for purposes of registering the resale from time to time of up to 1,502,826 shares of Common Stock, which was declared effective on August 8, 2025.

S-3 (File No. 333-) with the SEC for purposes of registering the resale from time to time of up to 9,004,003 shares of Common Stock, which was declared effective on August 8, 2025.

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1% of the total number

of shares of Common Stock then outstanding; or

the average weekly reported

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

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The issuer of the securities

the issuer of the securities

the issuer of the securities

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

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

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

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Stockholder Warrants

A Warrants, Series B Warrants, Placement Agent Warrants,

Warrants and Pre-Funded Warrants

"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 $5,750.00 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 of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $9,000.00.

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upon a minimum of 30 days'

in whole and not in part;

at a price of $0.01 per Public Warrant;

a minimum of 30 days' prior written notice of redemption to each warrant holder; and if, and only if, the closing price per share of Class A Common Stock equals or exceeds $9,000.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading "- Warrants-Public Stockholder Warrants-Anti-dilution Adjustments") for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

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the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock.

GEM Warrant entitles GEM to purchase up to 1,657 shares of Class A Common Stock at an exercise price of $3,245.00 $3,407.25 per share. The exercise price will be adjusted to 105% of the then-current exercise price if on December 15, 2024, the GEM Warrant has not been exercised in full, and the average closing price per share of Class A Common Stock for the 10 trading days preceding December 15, 2024, is less than 90% of the then-current exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 15, 2026. terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of Class A Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations, and reclassifications.

terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of Class A Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of Class A Common Stock, or securities convertible into or exercisable or exchangeable for, shares of Class A Common Stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such Class A Common Stock or other securities. The issuance of shares of Class A Common Stock in this offering may cause such an adjustment in the exercise price of the the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock.

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to a letter agreement, the following amendments were made to the Loan Agreement and Note in October 2025:

Conversion Price is reduced to a price equal to 95% of the price of the Class A Common Stock on the trading day (each a "Trading Day") immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50 (the "Floor Price").

BF shall take commercially reasonable actions to partially convert the Balance into shares of Class A Common Stock at the new conversion price. However, the Letter Agreement limits the amount of shares CP BF can sell (or convert) to 5% of the aggregate daily trading volume and we maintain the right to waive or increase such limitation.

the time that we pay at least $2,000,000 of the Balance until the earlier of (a) 60 days following the date of the Letter Agreement and (b) our receipt of $10,000,000 in gross proceeds for the sale of our securities, (such period, the "Suspension Period"), we are no longer required to prepay a certain percentage of other proceeds we receive from securities offerings to CP BF, as originally required in the Loan Agreement.

per the letter agreement, we agreed to use an agreed upon portion of other debt to partially prepay the balance. We also agreed to reserve that number of shares of Class A Common Stock equal to 120% of the number of shares of Class A Common Stock issuable upon full conversion of the Balance at the new conversion price and to register 100% of all such shares with the SEC within 60 days of the letter agreement.

As per the letter agreement, subject to their receipt of $2,000,000 and the filing of this registration statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of the letter agreement; CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any failure on our part to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September 30, 2025. Our failure to comply with the letter agreement shall constitute an Event of Default under the Loan Agreement.

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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, the Promissory Notes have been fully repaid.

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, the Promissory the Amended Debt Repayment Agreement, Yorkville agreed that, after the Company completed the Best Efforts Offering and repaid an aggregate of $750,000 outstanding under the Promissory Notes from the proceeds of such offering (the " "Repayment Amount"), "), Yorkville will not to deliver to the Company any Investor Notice (as defined in the SEPA) and will not exercise its right to convert the remainder of the amount outstanding under the Promissory Notes for a period commencing on May 28, 2024 and ending on August 26, 2024; provided that the Company will seek any consents necessary to allow Yorkville to issue Investor Notices or exercise its right to convert the remainder of the amount outstanding under the Promissory Notes after a period of 60 days following the closing of the Best Efforts Offering. Under the Amended Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Promissory Notes to September 25, 2024, and to satisfy the $75,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Class A Common Stock.

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and 76 more changes in the filing

Financial statements 5 changes

and 5 more changes in the filing

Notes to the financial statements 59 changes

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and 59 more changes in the filing

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3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

128 unchanged paragraphs

19 unchanged paragraphs

and 384 more changes in the filing

Note 3: Summary of Significant Accounting Policies 1 change

121 unchanged paragraphs

59 unchanged paragraphs

and 1 more change in the filing

Note 4: Reverse Merger Capitalization with 7GC & 1 change

37 unchanged paragraphs

30 unchanged paragraphs

and 1 more change in the filing

Note 8: Fair Value Measurements 2 changes

59 unchanged paragraphs

48 unchanged paragraphs

8 unchanged paragraphs

and 2 more changes in the filing

Note 12: Accrued Expenses and Other Current Liabilities 1 change

2 unchanged paragraphs

7 unchanged paragraphs

and 1 more change in the filing

Note 13: Deferred Revenue 1 change

5 unchanged paragraphs

7 unchanged paragraphs

and 1 more change in the filing

Note 18: Equity 2 changes

30 unchanged paragraphs

10 unchanged paragraphs

39 unchanged paragraphs

and 2 more changes in the filing

Note 20: Income Taxes 1 change

4 unchanged paragraphs

22 unchanged paragraphs

and 1 more change in the filing

Note 1: ORGANIZATION AND DESCRIPTION 3 changes

and 3 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING 35 changes

1 unchanged paragraph

5 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

7 unchanged paragraphs

and 35 more changes in the filing

Note 3: RELATED PARTY 4 changes

2 unchanged paragraphs

and 4 more changes in the filing

Exhibits 77 changes

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

7 unchanged paragraphs

1 unchanged paragraph

and 77 more changes in the filing

Undertakings 39 changes

1 unchanged paragraph

3 unchanged paragraphs

and 39 more changes in the filing