Banzai International (BNZI) Announces Share Offering by Selling Stockholders

Banzai International (NASDAQ: BNZI) has filed the following:

This prospectus relates to the issuance by us of an aggregate of up to 12,082,923 shares of Class A common stock, $0.0001 par value per share, of Banzai International, Inc. (“Class A Common Stock”), which consists of (i) up to 11,500,000 shares of Class A Common Stock that are issuable upon the exercise of 11,500,000 warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share (the “Public Warrants”), originally issued in the initial public offering (“IPO”) of 7GC & Co. Holdings, Inc. (“7GC”) by the holders thereof, and (ii) up to 582,923 shares of Class A Common Stock that are issuable upon the conversion of those certain convertible promissory notes (the “Senior Convertible Notes”) dated as of February 19, 2021 and October 10, 2022, issued by Banzai Operating Co LLC (f/k/a Banzai International, Inc.), a Delaware corporation (“Legacy Banzai”), to CP BF Lending LLC (“CP BF”). We will receive the proceeds from any exercise of any Warrants for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 18,654,524 shares of Class A Common Stock (including (i) up to 828,533 shares of Class A Common Stock that may be issued upon exercise of the warrant (the “GEM Warrant” and, together with the Public Warrants, the “Warrants”) originally issued in a private placement to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) in connection with closing of the Business Combination (as defined below), (ii) up to 2,000,000 shares of Class A Common Stock that may be issued upon conversion of the convertible debenture to be issued in a private placement to GEM pursuant to that certain binding term sheet (the “GEM Term Sheet”) dated as of December 13, 2023 between Legacy Banzai and GEM (the “GEM Convertible Debenture”), (iii) up to 582,923 shares of Class A Common Stock that may be issued upon conversion of the Senior Convertible Notes, (iv) up to 613,688 shares of Class A Common Stock that may be issued upon conversion of those certain unsecured convertible promissory notes (the “7GC Promissory Notes”), dated December 21, 2022 and October 3, 2023, issued by 7GC to 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”), (v) up to 3,020,496 shares of Class A Common Stock that may be issued upon conversion of those certain convertible promissory notes (each, a “Yorkville Promissory Note” and, collectively the “Yorkville Promissory Notes” and, together with the Senior Convertible Notes and the 7GC Promissory Notes, the “Notes”) issued in a private placement by the Company to YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), and (vi) 1,113,927 shares of Class A Common Stock (the “Cantor Fee Shares”) that are issuable to Cantor Fitzgerald & Co. “Cantor” or “CF&CO” pursuant to a fee reduction agreement, dated November 8, 2023, by and between 7GC and Cantor, as amended by the amendment to fee reduction agreement, dated December 28, 2023, by and between 7GC and Cantor). We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

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

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