Banzai International Files Prospectus For Offer & Sale Of Up To 25M Shares Of Class A Common Stock By Selling Securityholder

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

 

Banzai 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 25,000,000 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," together with the First SEPA Registration Statement," the "Prior SEPA Registration Statements"). We are filing this registration statement to register additional shares of Class A Common Stock issuable pursuant to Advances under the SEPA for resale.