Banzai International: securities offering

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filed with the Securities and Exchange Commission on June 4, July 15, 2026

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TO COMPLETION-DATED JUNE 4, 2026

to 2,309,107 shares of Class A Common Stock underlying the Notes; and Up to 1,422,639 shares of Class A Common Stock underlying the Common Warrants prospectus relates to the offer and sale, from time to time, by the selling stockholders named herein (collectively, the "Selling

Stockholders") of up to an aggregate of 3,731,746 shares of Class A common stock, par value $0.0001 per share (the "Class

A Common Stock" or "Common Stock"), of Banzai International, Inc., a Delaware corporation (the "Company")

consisting of (i) 2,309,107 shares of Class A Common Stock issuable upon the conversion of a senior secured convertible note (the "Note")

in the original principal amount of $11,000,000 plus accrued interest issued pursuant to a securities purchase agreement, dated June

27, 2025, by and between the Company and an institutional investor (the "Purchase Agreement") (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the "Conversion

Shares") and (ii) shares of Class A Common Stock issuable upon the exercise of a warrant (the "Buyer Warrant") to purchase up to 1,422,639 shares of Class A Common Stock (the "Warrant Shares"), also issued pursuant to the Purchase Agreement.

previously registered an aggregate of 9,004,003 shares of Class A Common Stock issuable pursuant to the Purchase Agreement to the Selling

Stockholders, which shares consisted of (i) 8,332,759 shares of Class A Common Stock issuable upon conversion of the Note and (ii) shares of Class A Common Stock issuable upon the exercise of a warrant to purchase up to 671,244 shares of Class A Common Stock, in the Registration

Statement on Form S-3 (File No. 333-289099) (the "Prior Registration Statement"), which the U.S. Securities and Exchange Commission (the "SEC") declared effective on August 8, 2024. However, the Prior Registration Statement does not include enough shares of Class A Common Stock now issuable under the Note and Buyer Warrant due to the adjustment terms of the Note and Buyer Warrant, as further explained herein (See, "Recent Developments - Private Placement Offering (3i, LP).

Selling Stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their Class A Common Stock on any stock exchange, market, or trading facility on which the Class A Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, at negotiated prices.

will not receive any of the proceeds from the sale or other disposition of the Class A Common Stock by the Selling Stockholders, but we will bear all costs, fees, and expenses in connection with the registration of the Class A Common Stock offered by the Selling Stockholders.

The Selling Stockholders will bear all commissions or discounts, if any, attributable to the sale of the Class A Common Stock offered for resale through this prospectus. All net proceeds from the sale of the shares of common stock covered by this prospectus will go to the selling stockholders. However, we may receive the proceeds from any exercise of the Buyer Warrants if the holders do not exercise the Buyer Warrants on a cashless basis, of which there is no guarantee. See "Use of Proceeds." For information regarding the Selling Stockholders and the times and manner in which they may offer or sell the Class A Common Stock, see "Selling Stockholders"

and "Plan of Distribution."

Class A Common Stock is listed on the Nasdaq Capital Market under the symbol "BNZI." On June 2, 2026, the last reported sale price of our Class A Common Stock on Nasdaq was $3.31 per share. Our warrants, each exercisable for one share of Common Stock at a price of $115,000.00 per share, originally issued in our initial public offering (the "Public Warrants"), are currently listed on The Nasdaq Capital Market under the symbol "BNZIW."

TO COMPLETION-DATED JULY 15, 2026

to 15,000,000 Shares of Class A Common Stock

International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder named in this prospectus (the "Selling Securityholders") of up to 15,000,000 shares of Class A Common Stock, consisting of shares of

Class A Common Stock issuable pursuant to Advances (as defined below) under that certain standby equity purchase agreement (the

"Original SEPA"), dated December 14, 2023, by and among Legacy Banzai, 7GC and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP ("Yorkville"), as amended by that certain supplemental agreement (the "SEPA Supplemental Agreement" and, together with the Original SEPA, the "SEPA"), dated

February 5, 2024. On December 29, 2023, we filed a registration statement on Form S-1 (File No. 333-276307) to register up to 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)." On September 12, 2025, we filed another registration statement on Form S-1 (File No. 333-290241) 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 19, 2025 (the "2025 Additional SEPA Registration Statement," together with the First SEPA Registration Statement and the 2024 Additional 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.

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

However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under the heading " Material

Financing Arrangements – SEPA," " Information Related to Offered Securities " and " Description of 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 will offer or sell any of the shares of Class A Common Stock. The Selling Securityholder 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."

of a substantial number of shares of Class A Common Stock in the public market, including the resale of the shares of Class A Common

Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, 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 the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate.

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 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.

the section entitled "Risk Factors" beginning on page 10 13 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities

the SEC and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

date of this prospectus is June 4, July 15, 2026.

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Prospectus summary 55 changes

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vision is to build a suite of mission-critical solutions that address a broad spectrum of customer needs. By integrating these tools, we aim to create efficiencies and unlock shared data and assets that power more advanced AI capabilities. In December 2024 we acquired ClearDoc, Inc. (d/b/a OpenReel "OpenReel"), in January 2025 we acquired Vidello Limited ("Vidello"), and in November 2025 we acquired the assets of Superblocks, and in July 2026 we acquired the assets of ConnectAndSell, in order to expand our product offerings and customer base. Our platform currently includes several products, ranging across demand generation, webinar hosting, video creation and email newsletters.

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The acquisition is expected to increase Banzai's annual revenue. The two companies have executed a non-binding letter of intent.

As the parties continue to negotiate material terms of the transaction, management currently anticipates that the transaction will close in the second half of fiscal 2026. However, since the transaction is also subject to execution of a definitive agreement and closing conditions, we cannot accurately estimate the actual closing date at this time. There can be no assurance that we will be able to complete this acquisition.

Following these exchanges, the outstanding balance of the Agile Note was reduced to approximately $419 thousand.

July 14, 2026, we closed a previously announced underwritten public offering with gross proceeds to the Company of approximately $0.9 million, before deducting underwriting fees and other offering expenses payable by the Company. The offering consisted of the sale of 327,273 shares of Class A common stock. The public offering price per share was $2.75. We intend to use the net proceeds from the offering for working capital and other general corporate purposes. Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. a 45-day option to purchase up to 36,364 additional shares of Common Stock. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Common Stock, less the underwriting discount. For more information regarding this transaction, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A").

March 23, July 2, 2026, we acquired substantially all the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell, Inc. ("ConnectAndSell") an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries.

ConnectAndSell's AI sales acceleration platform is designed to improve seller productivity by helping sales teams spend more time in live conversations with qualified decision-makers. The acquisition brings a powerful sales acceleration platform into Banzai's portfolio, extending the Company's reach across more of the customer revenue journey. For more information regarding this acquisition, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A").

Transaction Financing

July 1, 2026 (the "Effective Date"), Banzai International, Inc. (the "Company") and its subsidiaries (together with the Company, the "Borrowers") entered into a Subordinated Business Loan and Security Agreement (the "Loan Agreement") with Agile Capital Funding, LLC, as collateral agent ("Collateral Agent"), and Agile Lending, LLC, as lead lender ("Lead Lender" and, together with any assignees party thereto, the "Lenders"). Pursuant to the Loan Agreement, the Borrowers issued a Subordinated Secured Promissory Note (the "Note"), dated July 1, 2026, in the aggregate principal amount of $2,100,000, and received $2,000,000 of proceeds, net of a $100,000 Administrative Agent Fee. The Note is repayable in 32 weekly installments of $94,500, representing a payment multiplier of 1.44x, and all amounts are due on February 10, 2027 (the "Maturity Date"). Borrowers may voluntarily prepay the Note in full, and if repaid within 30, 45, or 60 days after the Effective Date, the total loan payoff amount is reduced to $2,625,000, $2,730,000, or $2,835,000, respectively.

Note is secured by a continuing security interest in substantially all assets of the Borrowers (the "Collateral"), and both the Collateral and the Borrowers' repayment obligations under the Note are subordinate to existing senior indebtedness, including indebtedness owed to CP BF Lending, LLC, 3i, LP, and Hudson Global Ventures, LLC.

Loan Agreement contains customary covenants and events of default. Upon the occurrence of an Event of Default, the Lenders may, at their option, declare the entire unpaid principal balance of the Note, together with all accrued interest and other charges, immediately due and payable, and exercise any and all rights and remedies available under the Loan Agreement and applicable law, including repossession of the Collateral. In addition, interest on outstanding Obligations will accrue at the Default Rate, which is equal to the otherwise applicable interest rate plus five percentage points (5.00%).

April 28, 2026, stockholders holding approximately 40.52% of the Company's voting power approved a 1-for-20 reverse stock split of the Company's Class A and Class B common stock, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effect the reverse stock split. Trading of the Company's Class A Common Stock on a split-adjusted basis commenced on The Nasdaq Capital Market on May 8, 2026, under the symbol "BNZI," and the reverse stock split reduced the number of outstanding shares of Class A and Class B common stock from 22,910,282 and 677,118 shares to 1,145,515 and 33,856 shares, respectively (the "May 2026 Reverse Stock Split").

December 15, 2025, the Company entered into that certain Exchange Agreement (the "Agile Exchange Agreement") by and among Agile Capital Funding, LLC, a New York limited liability company, and Agile Lending, LLC, a Virginia limited liability company ("Agile"), on the one hand, and the Company, on the other hand, pursuant to which the Company exchanged 11,640 shares of Common Stock, valued at $24.40 per share, for a reduction of the outstanding balance of that certain Subordinated Secured Promissory Note issued to Agile in the original principal amount of $4,000,000 (the "Agile Note"). In connection therewith, the Company entered into that certain Forbearance Agreement (the "Forbearance Agreement"), dated as of December 15, 2025, pursuant to which, among other things, the Company agreed to pay to Agile a forbearance fee of $628,058 in the form of an increase in the principal amount due under the Agile Note. Following the initial exchange, the Company and Agile entered into nine twelve additional exchange agreements on substantially similar terms between January 2026 and May June 2026 (each, a "Subsequent Exchange Agreement"), pursuant to which the Company issued an aggregate of 165,183 303,451 additional shares of Common Stock to Agile at prices ranging from $3.46 $2.95 to $23.60 per share in exchange for corresponding reductions in the outstanding balance under the Agile Note (the Agile Exchange Agreement, the Subsequent Exchange Agreements, and the transactions contemplated thereby, collectively, the "Agile Exchanges"). Following these exchanges, the outstanding balance of the Agile Note was fully extinguished.

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The Company issued an additional note in the original principal amount of $2,333,333, with an initial conversion price equal to $22.20 per share and issuance date of February 13, 2026 (the "February 3i Note," together with the August Note, the October Note, and the Initial Note, are collectively referred to herein as the "Notes"), and additional warrants to purchase up to 21,021 shares of Common Stock, at an initial exercise price equal to $50.00 per share (the "February Warrants," together with the August Warrant, the October Warrants, and the Initial Buyer Warrants, are collectively referred to herein as the "Buyer Warrants"), in the February Closing. The February Note matures on February 13, 2027. Other than the maturity date of the February Note and February Warrants, respectively, the February Note and February Warrants have the same terms as those issued on the August Closing, the October Closing and the Initial Closing Date. Upon the issuance of the February Note, the Company received proceeds of approximately $1.6 million, net of original issue discount and issuance fees and costs. The shares of Common Stock being registered for resale in this prospectus (as described on the cover page hereof) include shares issuable upon conversion of the Notes and exercise of the Buyer Warrants issued pursuant to the Purchase Agreement, including shares issuable as a result of the adjustment provisions described below.

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May 4, 2026, the Company issued the thirteenth promissory note for an aggregate principal amount of approximately $206 thousand and received net proceeds of approximately $150 thousand, after discount and transaction fees. The note has a maturity date of January 30, 2027, and bears interest at 14%.

Venture Issuance and Payoff

March 31, 2026, the Company executed a promissory note for an aggregate principal amount of approximately $487 and on April 8, 2026 received net proceeds of approximately $333, after discount and transaction fees. The note has a maturity date of August 18, 2026, and bears interest at 198.5% per annum. The Company paid off this note on May 6, 2026.

TVT Capital Issuance

April 28, 2026, the Company executed a promissory note for an aggregate principal amount of approximately $834 and received net proceeds of approximately $579, after discount and transaction fees. The note has a maturity date of January 5, 2027, and bears interest at 106.71% per annum.

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As of the date of this prospectus, the Yorkville Convertible Notes are fully repaid.

May 5, 2026 and May 11, 2026, the Lender exercised its contractual conversion option multiple times under the November 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 36 thousand shares of Class A Common Stock at conversion prices ranging from $3.303 to $4.520 in satisfaction of approximately $142 thousand of the Company's obligations under the respective the Market Offering to December 31, 2025, the Company issued approximately 107 thousand shares under the ATM Agreement for net proceeds of approximately $2.7 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is was approximately $1.5 million as of March 31, 2026. On July 14, 2026, the Company issued approximately 327 thousand shares for gross proceeds of approximately $0.9 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement was approximately $0.1 million as of July 14, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3.

December 14, 2023, 7GC, Legacy Banzai and Yorkville entered into a Standby Equity Purchase Agreement (as amended and supplemented from time to time, the "SEPA"), pursuant to which Yorkville has committed to purchase up to $100 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA, including certain beneficial ownership limitations, at our request any time pursuant to Advance Notices delivered by the Company any time during the commitment period terminating on the 36-month anniversary of the Original SEPA; provided that any Advance Notice may only be made if (x) no amount remains outstanding on the Yorkville Promissory Notes, (y) there is an effective Resale Registration Statement filed with the SEC for the resale under the Securities Act of the shares of Common Stock to be issued pursuant to such Advance Notice, and (z) the Company complies with other customary conditions precedent.

to the SEPA, Yorkville advanced to the Company the Pre-Paid Advance in a principal amount equal to $4.5 million, which amount is evidenced by promissory notes convertible into shares of Common Stock. The first Pre-Paid Advance in a principal amount of $2.0 million (less a 10% discount) was advanced at the Closing and was evidenced by issuance by the Company on December 14, 2023 to Yorkville of the First Yorkville Promissory Note having a principal amount of $2.0 million, the Second Tranche of $1.0 million (less a 10% discount) was advanced on February 5, 2024 and is evidenced by the issuance by the Company on February 5, 2024 of the Second Yorkville Promissory Note having a principal amount of $1.0 million and the Third Tranche of $1.5 million (less a 10% discount) was advanced on March 26, 2024 and is evidenced by the issuance by the Company on March 26, 2024 to Yorkville of the Third Promissory Note having a principal amount of $1.5 million. As of June 30, 2025, these notes were fully repaid.

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 Capital 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").

Yorkville Promissory Notes accrue interest on the outstanding principal balances at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Yorkville Promissory Notes.

Yorkville Promissory Notes each mature on June 14, 2024, which maturity is expected to be extended to the date that is 120 days after the repayment of a portion of the Yorkville Promissory Notes described under the heading "Summary-Recent Developments" in this prospectus is completed and which maturity may be extended at the option of the holder.

seven trading days of an Amortization Event (as defined in the Yorkville Promissory Notes), the Company will be obligated to make monthly cash payments in an amount equal to the sum of (i) $1.0 million of principal of the Yorkville Promissory Notes (or the outstanding principal if less than such amount) (the "Amortization Principal Amount"), plus (ii) a payment premium of 10% in respect of such Amortization Principal Amount, plus (iii) accrued and unpaid interest thereunder. The obligation of the Company to make monthly prepayments shall cease (with respect to any payment that has not yet come due) if at any time after an Amortization Event (a) the Company reduces the Floor Price to an amount no more than 75% of the closing price of the shares of Common Stock on the trading day immediately prior to such reset notice (and no greater than the initial Floor Price), or (b) the daily VWAP is greater than the Floor Price for a period of ten consecutive trading days, unless a subsequent Amortization Event occurs.

any time during the Commitment Period and provided that a balance under a Yorkville Promissory Note is outstanding, Yorkville may, by providing an Investor Notice to the Company, require the Company to issue and sell shares to Yorkville as set out in the relevant Investor Notice, subject to certain limitations as set forth in the SEPA. The purchase price of the shares delivered pursuant to an Investor Notice shall be equal to the Conversion Price and shall be paid by offsetting the amount of the aggregate purchase price to be paid by Yorkville against an equal amount outstanding under the Promissory Note.

Common Stock to be issued to Yorkville from time to time under the SEPA will be issued at one of two pricing options, at the election of the Company. Under Pricing Option 1, the Company will sell Common Stock at 95% of the VWAP of Common Stock during the period commencing (i) if submitted to Yorkville prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day or (ii) if submitted to Yorkville after 9:00 a.m. on a trading day, upon receipt by the Company of written confirmation of acceptance of such Advance Notice by Yorkville (or the open of regular trading hours, if later), and which confirmation shall specify such commencement time, and, in either case, ending on 4:00 p.m. New York City time on the applicable date of the Advance Notice. Under Pricing Option 2, the Company will sell Common Stock at 96% of the lowest daily VWAP of Common Stock during the period commencing (i) if submitted to Yorkville prior to 9:00 a.m. Eastern Time, the three consecutive trading days commencing on the date of the Advance Notice or (ii) if submitted to Yorkville after 9:00 a.m. Eastern Time, the three consecutive trading days commencing on the trading day immediately following the date of the Advance Notice.

Company's ability to deliver Advance Notices to Yorkville is subject to the satisfaction or waiver of certain conditions.

SEPA does not require Yorkville to subscribe for or acquire any shares of Common Stock under the SEPA if those shares of Common Stock, when aggregated with all other shares of Common Stock acquired by Yorkville under the SEPA, would result in Yorkville beneficially owning more than 9.99% of the then outstanding shares of Common Stock.

December 14, 2023, 7GC, Legacy Banzai and Yorkville entered into a Standby Equity Purchase Agreement (as amended and supplemented from time to time, the "SEPA"), pursuant to which Yorkville has committed to purchase up to $100 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA. The prior SEPA registration statements have been fully utilized. We previously registered date hereof, no shares of Class A Common Stock issuable under on the 2025 Additional SEPA on a Registration Statement on Form S-1 (File No. 333-290241), which became effective on September 19, 2025; as of the date hereof, 328,400 shares remain available for issuance thereunder. under the Prior SEPA Registration Statements. Since inception through the date of this prospectus, the Company has issued Advance Notices to Yorkville pursuant to the SEPA pursuant to which Yorkville has purchased an in the aggregate amount of approximately 1,046,731 shares of the Company's Class A Common Stock for aggregate gross proceeds of approximately $23.4 million, approximately $5.8 million of which were applied against outstanding balances under the Yorkville Convertible Notes. As of the date of this prospectus, the Yorkville Convertible Notes are fully repaid.

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 no outstanding balance under the Promissory Notes.

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 Common Stock.

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 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 30th 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 annual interest 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.

2025, the Company issued multiple Advance Notices to Yorkville pursuant to the SEPA, pursuant to which Yorkville purchased an aggregate of 437,000 shares of the Company's Class A Common Stock for total gross proceeds of approximately $874,665, with such proceeds applied against outstanding balances under the Yorkville Convertible Notes. The shares were issued at per-share prices ranging from $1.23 to $3.08, with settlements occurring between October and December 2025.

January 21, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 3,500 shares of the Company's Class A Common Stock at a purchase price of $24.296 for a total purchase price of $85,036 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on January 26, 2026, the Company issued to Yorkville 3,500 shares of Class A Common Stock.

February 9, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 15,000 shares of the Company's Class A Common Stock at a purchase price of $22.62 for a total purchase price of $339,300 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on February 10, 2026, the Company issued to Yorkville 15,000 shares of Class A Common Stock.

February 25, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 7,500 shares of the Company's Class A Common Stock at a purchase price of $21.712 for a total purchase price of $162,840 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on February 26, 2026, the Company issued to Yorkville 7,500 shares of Class A Common Stock.

March 11, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 3,250 shares of the Company's Class A Common Stock at a purchase price of $20.69 for a total purchase price of $67,243 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on March 16, 2026, the Company issued to Yorkville 3,250 shares of Class A Common Stock.

March 26, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 2,500 shares of the Company's Class A Common Stock at a purchase price of $18.516 for a total purchase price of $46,292 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on March 26, 2026, the Company issued to Yorkville 2,500 shares of Class A Common Stock.

April 24, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 12,500 shares of the Company's Class A Common Stock at a purchase price of $9.974 for a total purchase price of $124,675 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on April 24, 2026, the Company issued to Yorkville 12,500 shares of Class A Common Stock.

April 27, 2026, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 50,000 shares of the Company's Class A Common Stock at a purchase price of $6.66 for a total purchase price of $333,333 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on April 27, 2026, the Company issued to Yorkville 50,000 shares of Class A Common Stock.

May 2026, the Company issued multiple Advance Notices to Yorkville pursuant to the SEPA, pursuant to which Yorkville purchased an aggregate of 805,500 shares of the Company's Class A Common Stock for total gross proceeds of approximately $3,314,528, with such proceeds applied against outstanding balances under the Yorkville Convertible Notes. The shares were issued at per-share prices ranging from $3.42 to $6.27.

June 2026, the Company issued multiple Advance Notices to Yorkville pursuant to the SEPA, pursuant to which Yorkville purchased an aggregate of 328,400 shares of the Company's Class A Common Stock for total gross proceeds of approximately $1,018,186, with such proceeds applied against outstanding balances under the Yorkville Convertible Notes. The shares were issued at per-share prices ranging from $2.99 to $3.20. With the last Advance Notice issued on June 18, 2026, the SEPA was fully utilized.

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 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.

to certain conditions, we have the right to unilaterally terminate the SEPA upon five trading days' prior written notice to Yorkville.

The SEPA may also be terminated at any time by mutual written consent.

of Issuances of Common Stock Under the SEPA on our Stockholders shares of Common Stock that may be issued by us to Yorkville under the SEPA that were registered under the Securities Act for resale by Yorkville on the Prior SEPA Registration Statements are expected to be freely tradable. The shares of Common Stock registered for resale under the SEPA may be issued by us to Yorkville from time to time at our discretion during the commitment period or are issued following a conversion of a Yorkville Promissory Note. The resale by Yorkville of a significant amount of shares registered for resale at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline. Issuances of shares of Common Stock, if any, to Yorkville under the SEPA will depend upon market conditions and other factors. We may ultimately decide to issue to Yorkville all, some, or none of the shares of Common Stock that may be available for issuance to Yorkville pursuant to the SEPA.

the subscription price per shares of Common Stock to be paid by Yorkville for Common Stock will fluctuate based on the market prices of our Common Stock during the applicable pricing period, as of the date of this prospectus we cannot reliably predict the number of shares of Common Stock that we will issue to Yorkville under the SEPA, the actual subscription price per share of Common Stock to be paid by Yorkville for those shares of Common Stock, or the actual gross proceeds to be raised by us from those issuances, if any.

issuance, if any, of shares of Common Stock to Yorkville pursuant to the SEPA would not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders would be diluted. Although the number of shares of Common Stock that our existing stockholders own would not decrease as a result of issuances, if any, under the SEPA, the shares of Common Stock owned by our existing stockholders would represent a smaller percentage of our total issued shares of Common Stock after any such issuance.

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executive officers and directors collectively beneficially own approximately 14.17% 10.5% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.

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The offering 3 changes

1 unchanged paragraph

to 3,731,746 shares of Class A Common Stock issuable upon the conversion of the Note and upon the exercise of the Buyer Warrants.

A Common Stock outstanding on June 2, 2026

15,000,000 shares of Class A Common Stock that may be issued pursuant to Advances under the SEPA Class A Common Stock outstanding on July 14, 2026 3,280,551

Risk factors 11 changes

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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 2,112,325 3,280,551 shares of our Class A Common Stock outstanding as of June 2, July 14, 2026, which excludes:

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shares issuable within 60 days from the report date upon vesting of outstanding restricted stock units granted through July 28, 2026;

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 $64,900.00 $68,145.00 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;

shares issuable within 60 days from the report date upon exercise of outstanding stock options with a weighted average exercise price of $9,217.17 $9,207.73 granted through July 28, September 6, shares issuable within 60 days from the report date upon vesting of outstanding restricted stock units granted through September 6, 2026;

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shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on August 19, June 30, 2025, with an exercise price of $3.3030 $3.303 as per exercise price adjusted adjustment and reset as of February 13, June 4, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on June 30, 2025, with an exercise price of $3.3030 as per exercise adjusted and reset as of shares issuable upon exercise of warrants issued to the financial advisor of the transaction that closed on June 30, 2025, with an exercise price of $4.1288; $3.303 as per exercise price adjustment and reset as of June 4, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on October 8, August 19, 2025, with an exercise price of $3.3030 $3.303 as per exercise price adjusted adjustment and reset as of February 13, June 4, 2026;

shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on August 19, 2025, with an exercise price of $4.1288; $3.303 as per exercise price adjustment and reset as of June 4, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on February 13, 2026, October 8, 2025, with an exercise price of $3.3030; and ■ 45,036 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on February 13, 2026 with an $3.303 as per exercise price adjustment and reset as of $4.1288. June 4, 2026;

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 $4.1288; $3.303 as per exercise price adjustment and reset as of June 4, 2026;

shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on February 13, 2026, with an exercise price of $3.303 as per exercise price adjustment and reset as of June 4, 2026; and shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on February 13, 2026 with an exercise price of $3.303 as per exercise price adjustment and reset as of June 4, 2026.

Management 7 changes

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the past, we have pursued acquisitions of technology and expertise to enhance the products and services we offer, including OpenReel in 2024, and Vidello in 2025 and ConnectAndSell in 2026. We anticipate that we will continue to make acquisitions of or investments in businesses, products, and technologies in the future. We may not realize the anticipated benefits, or any benefits, from our past or future acquisitions. In addition, if we finance acquisitions by incurring debt or by issuing equity or convertible or other debt securities, our then-existing stockholders may be diluted, or we could face constraints related to the repayment of indebtedness. To the extent that the acquisition consideration is paid in the form of an earnout on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed, and the value of your investment may decline. For us to realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours. Some of the challenges to successful integration of our acquisitions include:

To the extent that the acquisition consideration is paid in the form of an earnout on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed, and the value of your investment may decline. For us to realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours. Some of the challenges to successful integration of our acquisitions include:

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of our Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock," together with the Class A Common Stock, the "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 13.88% 9.4% of our outstanding voting power as of June 2, July 14, 2026, and therefore may be able to significantly influence 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 significant concentration of voting power 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.

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executive officers and directors collectively beneficially own approximately 14.17% 9.6% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.

executive officers and directors, in the aggregate, beneficially own approximately 14.17% 9.6% 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 June 2, July 14, 2026. As a result, these stockholders, if acting together, may be able to significantly influence 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 significant ownership position 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 the sale of the Company, and might ultimately affect the market price of our Class A Common Stock.

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Warrant Agreement, dated December 22, 2020, with Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"), provides that (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) we irrevocably submit to such jurisdiction, which jurisdiction will be exclusive. We have waived or will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, there is uncertainty as to whether a court would enforce these provisions and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

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Note 13 – Warrant Liabilities to the consolidated financial statements in our Annual Report for additional information regarding the Warrants, including the number of shares underlying the Warrants, exercise prices and expiration dates.

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Use of proceeds 5 changes

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

1 unchanged paragraph

of June 2, 2026, our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol "BNZI". Our Public Warrants are currently listed on The Nasdaq Capital Market under the symbol "BNZIW." As of June 2, 2026, there were 55 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.

Class A Common Stock and Public Warrants are listed on The Nasdaq Capital Market under the symbols "BNZI" and "BNZIW," respectively. Our Class B Common Stock is not publicly traded. All Common Stock share and per share information included in this prospectus has been retroactively adjusted to reflect the impact of the 2026 Reverse Stock Split.

of July 14, 2026, there were 58 holders of record of our Class A Common Stock and one holder of record of our Public Warrants.

These numbers do not include beneficial owners whose securities were held in street name.

1 unchanged paragraph

MD&A 24 changes

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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. We acquired OpenReel in 2024, and both Vidello and the assets of Superblocks in 2025, and the assets of ConnectAndSell in 2026 further expanding our platform and customer base.

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of our recent financing

July 13, 2026, Banzai International, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. ("Aegis" or the "Underwriter"), relating to the Company's public offering (the "Offering") of 327,273 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a public offering price of $2.75. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 45-day option ("Option") to purchase an additional 36,364 shares of Common Stock (the "Option Securities", and together with the Shares, the "Securities").

July 14, 2026, the Company closed the Offering and received gross proceeds of approximately $0.9 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include increasing its working capital, reducing indebtedness as applicable, products or technologies that are complementary to its own, and capital expenditures.

Securities were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the "SEC") pursuant to an effective shelf registration statement filed with the SEC on Form S-3 (File No. 333-288908) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), as supplemented by the final prospectus, dated July 13, 2026, relating to the Securities (together with the accompanying base prospectus, dated August 8, 2025, the "Prospectus Supplement"), filed with the SEC pursuant to Rule 424(b) of the Securities Act on July the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 7.0% to the public offering price for the Common Stock. In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter received in the Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up to $50,000 for reasonable legal fees and disbursements for the Underwriter's counsel.

Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific applicable dates contained in the Underwriting Agreement, were solely for the benefit of the parties to the Underwriting Agreement and were subject to limitations agreed upon by the contracting parties.

July 9, 2026, the Company entered into an Investment Banking Engagement Letter (the "IB Engagement Letter") with Aegis pursuant to which Aegis may act as the exclusive investment bank and provider of investment banking advisory services to us. Under the IB Engagement Letter, Aegis is entitled to receive additional compensation from us upon the occurrence of certain events. The foregoing is only a brief description of the terms of the Underwriting Agreement and does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the full text of such exhibit.

July 1, 2026 (the "Effective Date"), Banzai International, Inc. (the "Company") and its subsidiaries (together with the Company, the "Borrowers") entered into a Subordinated Business Loan and Security Agreement (the "Loan Agreement") with Agile Capital Funding, LLC, as collateral agent ("Collateral Agent"), and Agile Lending, LLC, as lead lender ("Lead Lender" and, together with any assignees party thereto, the "Lenders"). Pursuant to the Loan Agreement, the Borrowers issued a Subordinated Secured Promissory Note (the "Note"), dated July 1, 2026, in the aggregate principal amount of $2,100,000, and received $2,000,000 of proceeds, net of a $100,000 Administrative Agent Fee. The Note is repayable in 32 weekly installments of $94,500, representing a payment multiplier of 1.44x, and all amounts are due on February 10, 2027 (the "Maturity Date"). Borrowers may voluntarily prepay the Note in full, and if repaid within 30, 45, or 60 days after the Effective Date, the total loan payoff amount is reduced to $2,625,000, $2,730,000, or $2,835,000, respectively.

Note is secured by a continuing security interest in substantially all assets of the Borrowers (the "Collateral"), and both the Collateral and the Borrowers' repayment obligations under the Note are subordinate to existing senior indebtedness, including indebtedness owed to CP BF Lending, LLC, 3i, LP, and Hudson Global Ventures, LLC.

Loan Agreement contains customary covenants and events of default. Upon the occurrence of an Event of Default, the Lenders may, at their option, declare the entire unpaid principal balance of the Note, together with all accrued interest and other charges, immediately due and payable, and exercise any and all rights and remedies available under the Loan Agreement and applicable law, including repossession of the Collateral. In addition, interest on outstanding Obligations will accrue at the Default Rate, which is equal to the otherwise applicable interest rate plus five percentage points (5.00%).

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July 2, 2026, we completed the acquisition of substantially all assets of and certain specified liabilities of ConnectAndSell, Inc., an AI sales acceleration platform. ConnectAndSell serves approximately 250 B2B organizations such as Intuit, RingCentral, Truckstop, and SAP across financial services, healthcare, technology, and other industries. ConnectAndSell's FY 2025 revenue was $14.7 million, with a gross margin of 86%.

the terms of the Asset Purchase Agreement ("APA"), total consideration was $13.2 million, comprised of: closing consideration of $750 thousand in cash, 294,917 shares of Banzai's Class A Common Stock and 1,685,175 Pre-Funded Warrants (together valued at $5.9 million), and a one year promissory note for $1.8 million issued at Closing bearing interest at 8% per annum, repayable in quarterly payments; deferred consideration totaling $4.75 million; and earn-out payments tied to revenue performance in the twelve months following closing.

deferred consideration consists of a first deferred cash payment of $1.5 million due no later than 10 days after closing, and a second deferred cash payment of $3.25 million payable within three (3) business days following the earlier of (x) the date that the SEC declares effective the registration statement covering the securities issued in the Private Placement (as defined below) and (y) December 31, 2026, provided that if the second deferred cash payment becomes due and payable after September 30, 2026, the amount will be increased by simple interest at a rate of 8% per annum from September 30, 2026 until repaid.

of Common Stock with an aggregate value of $1,340,000 (based on the Closing VWAP) will be withheld by the Company at the Closing and retained for a period of twelve (12) months following the Closing as security for ConnectAndSell's indemnification obligations under the APA ("Holdback Shares"). Subject to certain limited exceptions, ConnectAndSell's aggregate indemnification liability for breaches of representations and warranties is limited to the Holdback Shares, subject to a deductible equal to one percent (1.0%) of the purchase price. The Holdback Shares will be released to ConnectAndSell within five (5) business days after the expiration of the survival period, less any shares retained in satisfaction of or reserved for pending indemnification claims.

APA contains ownership limitations whereby the Company may not issue shares to ConnectAndSell that would result in ConnectAndSell and its affiliates beneficially owning more than 9.99% of the Common Stock outstanding immediately following the Closing (the "Beneficial Ownership Limitation"), or more than 19.99% of the Common Stock and Class B common stock outstanding immediately prior to the Closing.

The Company will issue Pre-Funded Warrants one for one at an exercise price of $0.0001 in lieu of shares if restricted by Beneficial Ownership Limitations.

Company must obtain stockholder approval for the issuance of shares of Common Stock (including shares underlying the Pre-Funded Warrants) to the extent required to comply with Nasdaq Listing Rule 5635 (the "Stockholders' Approval"). The Company's board of directors has approved the APA and recommends that the Company's stockholders vote to approve the share issuance. If the Stockholders' Approval is not obtained within 120 days following the Closing (or such longer period as mutually agreed by the parties in writing), the Company will be required to pay ConnectAndSell in cash an amount equal to the Closing Non-Cash Consideration (as defined in the APA) within 30 days thereafter, upon which ConnectAndSell will surrender to the Company for cancellation the Pre-Funded Warrants (or portions thereof) corresponding to such cash payment.

Closing, the Company's CEO and Chairman of the Board, Joe Davy, executed a Voting and Support Agreement requiring him to vote all the shares beneficially owned by him in favor of issuing Shares of Common Stock and Pre-Funded Warrants contemplated by the APA to meet Nasdaq listing standards.

Closing, the Company entered into a registration rights agreement with ConnectAndSell, pursuant to which the Company will agree to register for resale the shares of Common Stock and the Pre-Funded Warrants issued pursuant to the APA, and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company has agreed to file a registration statement within thirty (30) days following the Closing and to use commercially reasonable efforts to cause such registration statement to be declared effective within ninety (90) days following the Closing (or one hundred twenty (120) days if the SEC reviews and has written comments to the registration statement), and to use commercially reasonable efforts to maintain the effectiveness of the registration statement, subject to liquidated damages if these obligations are not met.

believes the addition of ConnectAndSell strengthens its position as a provider of integrated marketing and sales technology solutions while creating meaningful cross-sell opportunities across the combined company's customer base. The transaction also furthers Banzai's strategy of building a powerful platform of revenue-generating software solutions. The majority of ConnectAndSell's thirty-eight team members will join Banzai as part of the transaction, bringing their substantial AI experience to Banzai. Banzai expects to recognize additional financial synergies through cost consolidation by the end of 2026.

acquisition is expected to materially affect our results of operations going forward. Because the acquisition closed on July 2, 2026, its results of operations will be included in our consolidated results prospectively from that date; historical periods presented in this prospectus do not reflect ConnectAndSell's operations.

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noted in Business , on March 23, 2026, the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell.

The acquisition is expected to increase Banzai's annual revenue. The two companies have executed a non-binding letter of intent.

As the parties continue to negotiate material terms of the transaction, management currently anticipates that the transaction will close in the second half of fiscal 2026. However, since the transaction is also subject to execution of a definitive agreement and closing conditions, we cannot accurately estimate the actual closing date at this time. There can be no assurance that we will be able to complete this acquisition.

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Legal proceedings 1 change

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file with, or furnish to, the SEC reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available free of charge via EDGAR through the SEC website ( www.sec.gov ) and are also available free of charge on our corporate website ( https://ir.banzai.io/financial-information/sec-filings ) as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The foregoing website addresses are provided as inactive textual references only. The information provided on our website (or any other website referred to in this prospectus) is not part of this prospectus and is not following table sets forth incorporated by reference as of the date part of this prospectus. the name, age, and position of each director and executive officer:

Related-party transactions 33 changes

21 unchanged paragraphs

percentage of beneficial ownership is based on 2,112,325 3,280,551 shares of Class A Common Stock and 33,856 shares of Class B Common Stock outstanding as of June 2, July 14, 2026.

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Five Percent or Greater Holders

CP BF Lending, LLC (4)

1 unchanged paragraph

table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of Common Stock held by each of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by the Selling Stockholders, based on their respective ownership of shares of Common Stock, Notes and Buyer Warrants, as of June 2, 2026, assuming conversion of the Notes and exercise of the Buyer Warrants held by each such Selling Stockholder on that date but taking account of any limitations on conversion and exercise set forth therein.

third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders and does not take in account any limitations on (i) conversion of the Notes set forth therein or (ii) exercise of the Buyer Warrants set forth therein.

accordance with the terms of a registration rights agreement with the holders of the Notes and the Buyer Warrants, this prospectus generally covers the resale of 200% of the sum of (i) the maximum number of shares of Common Stock issued or issuable pursuant to the Notes, including payment of interest on the notes through June 30, 2026, and (ii) the maximum number of shares of Common Stock issued or issuable upon exercise of the Buyer Warrants, in each case, determined as if the outstanding Notes (including interest on the notes through June 30, 2026) and Buyer Warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at an alternate conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC.

Because the conversion price and alternate conversion price of the Notes and the exercise price of the Buyer Warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

the terms of the Notes and the Buyer Warrants, a Selling Stockholder may not convert the Notes or exercise the Buyer Warrants to the extent (but only to the extent) such Selling Stockholder or any of its affiliates would beneficially own a number of shares of our Common Stock which would exceed 4.99% (the "Maximum Percentage") of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The Selling Stockholders may sell all, some or none of their shares in this offering.

See "Plan of Distribution."

otherwise indicated, beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of the security, or "investment power", which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days of the date of this prospectus.

of an individual's or entity's name in the table below does not constitute an admission that such individual or entity is an "affiliate" of the Company.

share of 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 2,450,884 3,619,108 total votes.

of 1,525 shares of Class A Common Stock held directly by Joseph Davy and options to purchase 31 32 shares of Class A Common Stock exercisable within 60 days of June 2, July 14, 2026.

of 2,923 1,374 shares of Class A Common Stock held directly by Dean Ditto and options to purchase 405 shares of Class A Common Stock exercisable within 60 days of June 2, July 14, 2026.

of 2,295 2,293 shares of Class A Common Stock held directly by Simon Baumer, and options to purchase 18 shares of Class A Common Stock exercisable within 60 days of June 2, July 14, 2026.

Represents shares of Class A Common Stock issuable upon conversion of the convertible note held by CP BF Lending, LLC (the "CP BF Note") and reflects the ownership limitations of Nasdaq Listing Rule 5635(d), pursuant to which we cannot convert the CP BF Note into a number of shares that equals or exceeds 20% of the Company's outstanding common stock or voting power prior to such issuance (the "Exchange Cap"), unless we receive shareholder approval to issue such number of shares in excess of the Exchange Cap. 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.

prospectus relates to the possible resale from time to time by Yorkville of any or all of the shares of Common Stock that may be issued by us to Yorkville under the SEPA. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled "Committed Equity Financing" above.

are registering the shares of common stock being offered by the Selling Stockholders are those issuable pursuant to the Selling Stockholders upon conversion of the Notes and exercise of the Buyer Warrants. For additional information regarding the issuance provisions of the Notes and the Buyer Warrants, see "Senior Secured Convertible Note Offering" above. Registration Rights Agreement we are registering entered into with Yorkville on December 14, 2023 in connection with the shares of Common Stock SEPA in order to permit the Selling Stockholders Yorkville to offer the shares of Common Stock for resale from time to time. Except for the ownership of transactions contemplated by the Notes SEPA and the Buyer Warrants issued pursuant to the Securities Purchase Registration Rights Agreement, the Selling Stockholders have Yorkville has not had any material relationship with us within the past three years.

following table sets forth:

name of the Selling Securityholder;

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

maximum number of our Shares of Common Stock that may be offered for resale for the account of the Selling Securityholders under this prospectus; and the number and percentage of our Shares of Common Stock beneficially owned by the Selling Securityholder after the Offering of the shares (assuming all of the offered shares are sold by the Selling Securityholders), is based on 22,710,739 shares of Common Stock outstanding immediately prior to the reverse stock split or 2,271,129 shares of Common stock outstanding immediately after the split as of the date hereof; as stated previously, these figures do not include:

as set forth in the footnotes to the table below, none of the Selling Securityholders is a broker dealer or an affiliate of a broker dealer. None of the Selling Securityholders has any agreement or understanding to distribute any of the shares being registered.

Selling Securityholder and ant of their pledgees, assignees, transferees and successors-in-interest may offer for sale all or part of the shares from time to time. The table below assumes that the Selling Securityholders will sell all of the shares offered for resale.

A Selling Securityholder is under no obligation, however, to sell any shares pursuant to this prospectus.

Name of Selling Securityholder

2 unchanged paragraphs

beneficial ownership of less than one percent of our outstanding shares (assuming all of the offered shares are sold by the Selling (1) Applicable percentage ownership is based on 2,112,235 shares of our Common Stock outstanding as of June 2, 2026, and based on 5,317,629 shares of our Common Stock outstanding after the offering.

column lists the number of shares of our Class A Common Stock beneficially owned by this Selling Stockholder as of June 2, 2026, after giving effect to the Maximum Percentage (as defined in the paragraph above). Without regard to the Maximum Percentage, as of June 2, 2026, this Selling Stockholder would beneficially own an aggregate of 3,731,746 shares of our Class A Common Stock, consisting of (i) 2,309,107 shares of Class A Common Stock underlying the outstanding Notes, held by the Selling Stockholder, all of which are being registered under this prospectus; and (ii) 1,422,639 shares of Class A Common Stock issuable upon exercise of the Buyer Warrants held by this Selling Stockholder, currently exercisable at an exercise price of $3.3030, all of which are being registered under this prospectus. For the purposes of the calculations of Common Stock to be sold pursuant to the prospectus we are assuming (a) an event of default under the Notes has not occurred, (b) the Notes are each converted in full at an alternate conversion price of $2.10 without regard to any limitations set forth in the Notes, (c) interest on the Notes has accrued through June 30, 2026, and is paid in shares of our Common Stock, at an interest rate of 10% per annum, and (d) the exercise of all of the Buyer Warrants in full without regard to any limitations on exercise set forth in the Buyer Warrants.

the amount of shares that will be held by the Selling Stockholder after completion of this offering based on the assumptions that (a) all Common Stock underlying the Notes and Buyer Warrants registered for sale by the registration statement of which this Prospectus is part of will be sold and (b) no other shares of Common Stock are acquired or sold by the Selling Stockholders prior to completion of this offering. However, the Selling Stockholder may sell all, some or none of such shares offered pursuant to this Prospectus and may sell other shares of Common Stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under (4) The business address of 3i, LP is 2 Wooster Street, 2nd Floor New York, NY 10013. 3i, LP's principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, and has sole voting control and investment discretion over securities beneficially owned directly by 3i, LP and indirectly by 3i Management, LLC. Each of Mr. Tarlow, 3i, LP, and 3i Management, LLC, disclaim any beneficial ownership of these shares.

beneficial ownership of less than one percent of our outstanding shares (assuming all of the offered shares are sold by the Selling (1) For the purpose of this selling securityholder table only, the Offering refers to the resale of the Shares of Common Stock by each Selling (2) Consists of shares of Class A Common Stock issuable to Yorkville pursuant to Advances under the SEPA. The price at which we may issue and sell shares pursuant to an Advance under the SEPA may be at either (a) 95% of the average VWAP of the Class A Common Stock for the period commencing on the receipt of the Advance Notice by Yorkville and ending on 4:00 p.m. Eastern Time on the applicable date of the Advance Notice ("Pricing Option 1") or (b) 96% of the lowest daily VWAP of the Class A Common Stock during the three consecutive trading days commencing on the date of the Advance Notice to Yorkville ("Pricing Option 2"), provided that we are subject to certain caps on the amount of shares of Class A Common Stock that we may sell pursuant to any Advance. See "Description of Securities—Yorkville SEPA " for more information regarding the SEPA.

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.

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

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.

Plan of distribution 61 changes

We are registering the shares of common stock issuable upon conversion of the Notes and exercise of the Buyer Warrants to permit the resale of these shares of Common Stock by the holders of the Notes and Buyer Warrants from time to time after the date of this prospectus.

We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock, although we will receive the exercise price of any Buyer Warrants not exercised by the Selling Stockholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The Selling Stockholders may sell all or a portion of the shares of Common Stock held by them and offered hereby from time to time directly or through one or more underwriters, broker- dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

the over-the-counter market;

transactions otherwise than on these exchanges or systems or in the over-the- counter market;

the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

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

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

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

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

sales made after the date the Registration Statement is declared effective by the SEC;

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

combination of any such methods of sale; and

other method permitted pursuant to applicable law.

The selling stockholders may also sell shares of Common Stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of Common Stock by other means not described in this prospectus. If the Selling Stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker- dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The Selling Stockholders may pledge or grant a security interest in some or all of the Notes, Buyer Warrants or shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker- dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

There can be no assurance that any selling stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will pay all expenses of the registration of the shares of Common Stock pursuant to the Registration Rights Agreement, estimated to be $1,702 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the Selling Stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

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

brokers' transactions;

involving cross or block trades;

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

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

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

privately negotiated transactions; or

combination of the foregoing.

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

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

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

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

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

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

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

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

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

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

We may from time to time file with the SEC one

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

We 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.

We 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.

Yorkville has represented to us that at no time

prior to the date of the SEPA has Yorkville or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. Yorkville has agreed that during the term of the SEPA, neither Yorkville nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised the Selling Stockholder that it

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

This offering will terminate on the date that

all shares of our Common Stock offered by this prospectus have been sold by the Selling Stockholder.

7 unchanged paragraphs

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-3 (File No. 333-293161) with the SEC

S-1 (File No. 333-282680) with the SEC for purposes of registering the resale from time to time of up to 87,737 580,243 shares of Common Stock, which was declared effective on November 12, 2024. February 10, 2026.

2 unchanged paragraphs

S-1 (File No. 333-292024) with the SEC

for purposes of registering for resale up to 2,076,842 shares of Common Stock, which was declared effective on December 15, 2025.

S-1 (File No. 333-290241) with the SEC

for purposes of registering the resale from time to time of up to 25,000,000 shares of Common Stock, which was declared effective on September 19, 2025.

S-1 (File No. 333-282506) with the SEC

for purposes of registering the resale from time to time of up to 235,294 shares of Common Stock, which was declared effective on to Rule 144, a person who has beneficially owned restricted Common Stock or Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of Banzai at the time of, or at any time during the three months preceding, a sale and (ii) Banzai is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as Banzai was required to file reports) preceding the sale.

11 unchanged paragraphs

Description of the securities 195 changes

17 unchanged paragraphs

Series FE Preferred Stock has a two (2) year term and from the issue date to the second anniversary of the issue date, the holder is granted the right upon a subsequent financing resulting in the issuance of new securities by the Company, to participate on a pro-rata basis in such subsequent financing up to the holder's fully diluted ownership percentage of the Company. Upon the two-year anniversary of the issue date of the Series FE Preferred Stock, the Series FE Preferred Stock will automatically be canceled and return to the status of authorized but unissued. The Series FE Preferred Stock does not participate in dividends of the Company, is not convertible into any other class of equity securities of the Company, has no voting rights with the Common Stock or other equity securities of the Company, and is not redeemable. In connection with the ConnectAndSell Acquisiition, the Company and FE IV OR Aggregator, LLC have agreed to cancel the single outstanding share of Series FE Preferred Stock, which FE IV OR Aggregator, LLC owns, and terminate all rights, preferences, privileges, or obligations associated therewith.

43 unchanged paragraphs

connection with the ConnectAndSell asset purchase agreement, as partial consideration, the Company issued a Pre-Funded Warrant (the "ConnectAndSell Pre-Funded Warrant") to ConnectAndSell, Inc. to purchase up to an aggregate of 1,685,175 shares of Class A Common Stock. The ConnectAndSell Pre-Funded Warrant has an exercise price of $0.0001 per share, subject to adjustment, is exercisable upon receipt of Stockholder Approval (as defined in the ConnectAndSell APA) and will not expire until exercised in full. The ConnectAndSell Pre-Funded Warrant is registered in the Company's books and records but will not be listed for trading on any stock exchange or trading market. The Company agreed to register for resale the shares of Class A Common Stock issuable upon exercise of the ConnectAndSell Pre-Funded Warrant.

35 unchanged paragraphs

August 19, 2025, the Company conducted an additional closing pursuant to the Purchase Agreement (the "August Closing") and issued an additional note in the original principal amount of $2,200,000 (the "August Note") and warrants to purchase up to 1,332,213 133,213 shares of Class A Common Stock, as adjusted, at a current exercise price equal to $3.303 per share, as adjusted (the "August Warrants"). The August Note has a current conversion price equal to $3.303 per share, as adjusted, and matures on August 19, 2026. Other than the maturity date and the conversion and exercise prices, the August Note and August Warrants have the same terms as those issued at the Initial Closing.

10 unchanged paragraphs

Subordinated Promissory Note

July 1, 2026 (the "Effective Date"), the Company and its subsidiaries (together with the Company, the "Borrowers") entered into a Subordinated Business Loan and Security Agreement (the "Loan Agreement") with Agile Capital Funding, LLC, as collateral agent ("Collateral Agent"), and Agile Lending, LLC, as lead lender ("Lead Lender" and, together with any assignees party thereto, the "Lenders"). Pursuant to the Loan Agreement, the Borrowers issued a Subordinated Secured Promissory Note (the "Note"), dated July 1, 2026, in the aggregate principal amount of $2,100,000, and received $2,000,000 of proceeds, net of a $100,000 Administrative Agent Fee.

Note is repayable in 32 weekly installments of $94,500, representing a payment multiplier of 1.44x, with all amounts due on February 10, 2027 (the "Maturity Date"). The Borrowers may voluntarily prepay the Note in full at any time; if repaid within 30, 45, or 60 days after the Effective Date, the total loan payoff amount is reduced to $2,625,000, $2,730,000, or $2,835,000, respectively.

Note is secured by a continuing security interest in substantially all assets of the Borrowers (the "Collateral"), and both the Collateral and the Borrowers' repayment obligations under the Note are subordinate to existing senior indebtedness, including indebtedness owed to CP BF Lending, LLC, 3i, LP, and Hudson Global Ventures, LLC.

Loan Agreement contains customary covenants and events of default. Upon the occurrence of an Event of Default, the Lenders may, at their option, declare the entire unpaid principal balance of the Note, together with all accrued interest and other charges, immediately due and payable, and exercise any and all rights and remedies available under the Loan Agreement and applicable law, including repossession of the Collateral. In addition, interest on outstanding Obligations will accrue at the Default Rate, which is equal to the otherwise applicable interest rate plus five percentage points (5.00%).

80 unchanged paragraphs

of Pre-Funded Warrants

the matter is not entirely free from doubt, a Pre-Funded Warrant generally should be treated as a share of our Class A Common Stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants generally should be taxed in the same manner as a holder of Class A Common Stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of the share of Class A Common Stock acquired upon exercise of a Pre-Funded Warrant should include the holding period of such Pre-Funded Warrant. Similarly, the tax basis of the share of Class A Common Stock acquired upon exercise of a Pre-Funded Warrant should equal the tax basis of such Pre-Funded Warrant, increased by the exercise price of $0.0001. Each holder should consult his, her or its own tax advisor regarding the U.S. federal, state and local, and non-U.S tax consequences arising from and relating to the purchase, ownership and disposition of Pre-Funded Warrants pursuant to this offering (including potential alternative characterizations).

The balance of this summary generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

32 unchanged paragraphs

financial statements of ConnectAndSell, Inc. as of December 31, 2025 and 2024 and for each of the years in the two-year period ended December 31, 2025 have been audited by SingerLewak LLP, independent registered public accounting firm, as stated in their report thereon which report expresses an unqualified opinion and includes an explanatory paragraph related to substantial doubt about ConnectAndSell, Inc.'s ability to continue as a going concern, and are included in this Prospectus and in the Registration Statement in reliance on such report and upon the authority of such firm as experts in auditing and accounting.

4 unchanged paragraphs

CONDENSED COMBINED FINANCIAL INFORMATION

July 2, 2026 ("Closing Date"), Banzai International, Inc. ("Banzai" or the "Company") and Banzai Acquisition Sub, Inc. ("Acquisition Sub"), a wholly-owned subsidiary of Banzai, entered into an Asset Purchase Agreement (the "APA") with ConnectAndSell, Inc. ("C&S"), pursuant to which Acquisition Sub agreed to acquire substantially all of the assets and assume certain specified liabilities of C&S (the "Acquisition").

following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated financial statements of Banzai and C&S and is intended to provide you with information about how the Acquisition might have affected Banzai's historical financial statements.

unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Banzai and C&S as of March 31, 2026 on a pro forma basis as if the Acquisition had occurred as of that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, combines the historical statements of operations of Banzai and C&S for such periods on a pro forma basis as if the Acquisition and Transaction Financing (see Note B) had occurred on January 1, 2025, the beginning of the earliest period presented.

unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated.

following unaudited pro forma condensed combined financial information gives effect to the following:

and reclassification of certain C&S historical financial information to conform to Banzai's presentation of similar revenues and expenses on the statements of operations, including reclassification of C&S's engineering, research and development expense and sales and marketing expense into general and administrative expense, and separate presentation of depreciation and amortization expense consistent with Banzai's presentation (see Note 2);

Acquisition, which is expected to be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805"). Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed of C&S based on their estimated fair value. The allocation of the estimated purchase price to assets acquired and liabilities assumed is preliminary and based on the historical book values recorded on C&S' balance sheet and information as of the date of this Current Report on Form 8-K. No fair value adjustments have been made to the acquired assets because the valuation of such assets and the purchase price allocation is pending completion.

As such, other adjustments, including expense associated with the allocation of the purchase price to the acquired assets (i.e., amortization expense), have not been made. The final purchase price allocation will be reflected in subsequent periodic reports filed with the of the related income tax effects of the pro forma adjustments.

the actual adjustments may differ materially from those reflected in the unaudited pro forma condensed combined financial information and, upon completion of acquisition accounting, the purchase price will be finalized and the values assigned to assets and liabilities may change significantly from those reflected herein.

pro forma financial information has been prepared by management in accordance with SEC Regulation S-X Article 11, Pro Forma Financial Information, as amended, and are not necessarily indicative of the financial position or results of operations that would have been realized if the aforementioned transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.

unaudited pro forma condensed combined financial information was derived from and should be read together with the accompanying notes to the unaudited pro forma condensed combined financial information, Banzai's historical consolidated financial statements and accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the fiscal year ended December 31, 2025, and its quarterly report on Form 10-Q for the three months ended March 31, 2026. The unaudited pro forma condensed combined financial information was also derived from and should be read together with C&S's historical financial statements filed as an exhibit to this Current Report on Form 8-K.

words not otherwise defined herein, shall have the meaning set forth in the APA.

Pro Forma Condensed Combined Balance Sheet

Transaction Accounting Adjustments

Other Transaction Accounting Adjustments

Prepaid expenses and other current assets

Operating lease right-of-use assets, current

Total current assets

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Bifurcated embedded derivative asset – related party

Deferred offering costs

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accrued expenses and other current liabilities

Convertible notes – related party

Convertible notes, carried at fair value

Convertible notes (Yorkville)

Convertible Note – Transaction Financing

Notes payable, carried at fair value

Private placement warrant liability

Current portion of long-term debt

Deferred Cash Payment liability

Financial instruments – related party

Due to related party

Deferred stock liability

Operating lease liabilities, current

Total current liabilities

Deferred revenue, non-current

Deferred tax liability

Operating lease liabilities, non-current

Commitments and contingencies

Stockholders' equity:

Series A and B convertible preferred stock

Additional paid-in capital

Accumulated other comprehensive (loss) income

Stockholders' equity

Total liabilities and stockholders' equity

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Pro Forma Condensed Combined Statement of Operations

Months Ended March 31, 2026

thousands, except per share data)

General and administrative expenses

Engineering, research and development

Depreciation and amortization expense

Total operating expenses

Other expenses (income):

Interest expense – related party

Gain on extinguishment of liabilities

Loss on debt issuance

Loss on Private Placement Issuance

Loss on extinguishment of debt, net

Change in fair value of financial instruments

Change in fair value of financial instruments – related party

Change in fair value of convertible notes

Loss on Yorkville SEPA advances

1 unchanged paragraph

and 115 more changes in the filing

Business 317 changes

580 unchanged paragraphs

Summary Schedule of Assumptions Used to Compute Fair Value

1 unchanged paragraph

Summary Schedule of Stock Option Activity

98 unchanged paragraphs

to 2,309,107 shares of Class A Common Stock underlying the Notes; and Up to 1,422,639 shares of Class A Common Stock underlying the common Warrants PROSPECTUS June 4, 2026 PART Information Not Required in Prospectus

CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026 AND FOR THE THREE MONTHS ENDED

CONDENSED FINANCIAL STATEMENTS

Unaudited Condensed Balance Sheets

Unaudited Condensed Statements of Operations

Unaudited Condensed Statements of Stockholders' Deficit

Unaudited Condensed Statements of Cash Flows

Notes to Unaudited Condensed Financial Statements

CONDENSED BALANCE SHEETS

of March 31, 2026 and December 31, 2025

receivable, net allowance for doubtful accounts

$5,000 and $34,040, respectively

Prepaid expenses and other

of use assets, current portion

Total current assets

Property and equipment,

Internally developed software,

LIABILITIES AND STOCKHOLDERS'

Line of credit, net of

Current portion long-term

debt, net of discount

Related party notes payable

and accrued interest

Lease liability, current

Accrued expenses and other

Deferred stock liability

Commitments and Contingencies

Stockholders' deficit

Series A convertible preferred

stock, $0.0001 par value; 3,086,832 shares authorized; 2,753,489 shares issued and outstanding (aggregate liquidation preference of $812,279) 751,930 751,930 Series B convertible preferred stock, $0.0001 par value; 1,913,379 shares authorized; 943,813 shares issued and outstanding (aggregate liquidation preference of stock, value; 140,000,000 shares authorized; 29,653,140 shares issued and outstanding, respectively 2,966 2,966 Additional paid-in capital 40,365,502 40,328,485 Accumulated deficit (58,101,220 ) (57,582,888 ) Total stockholders' deficit (16,444,396 ) (15,963,081 ) Total liabilities and stockholders' deficit $ 2,808,601 $ 4,251,563 See notes to unaudited condensed financial statements.

CONDENSED STATEMENTS OF OPERATIONS

the three months ended March 31, 2026 and 2025

Engineering, research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense)

Net loss before provision for taxes

Income tax provision

notes to unaudited condensed financial statements.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

the three months ended March 31, 2026 and 2025

Convertible Preferred Stock

Balance at December 31, 2024

Stock-based compensation

Balance at March 31, 2025

Balance at December 31, 2025

Stock-based compensation

Balance at March 31, 2026

notes to unaudited condensed financial statements.

CONDENSED STATEMENTS OF CASH FLOWS

the three months ended March 31, 2026 and 2025

Cash flows from operating

Adjustments to reconcile

net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

Amortization of debt discount

Stock-based compensation

Noncash operating lease

Noncash interest expense

Changes in operating assets

Prepaid expenses and other

Accrued expenses and other

Accrued interest on related

cash (used in) provided by operating activities

Cash flows from investing activities

Capitalized internal use

software development costs

of property and equipment

cash used in investing activities

Cash flows from financing

Advances from line of credit

Repayments on line of credit

on related party notes

cash used in financing activities

Net decrease in cash and

and cash equivalents, beginning of period

and 237 more changes in the filing

Notes to the financial statements 176 changes

Consolidated Balance Sheets

and 175 more changes in the filing

Recent 17 changes

17 unchanged paragraphs

8 unchanged paragraphs

2 unchanged paragraphs

19 unchanged paragraphs

39 unchanged paragraphs

16 unchanged paragraphs

and 17 more changes in the filing

Undertakings 1 change

15 unchanged paragraphs

5 unchanged paragraphs

and 1 more change in the filing