Banzai International Files 8-K/A Amendment

TL;DR

Banzai Intl (BNZI) filed an 8-K/A amendment on Jan 31, 2025, updating material agreements & financials.

AI Summary

Banzai International, Inc. filed an 8-K/A on February 3, 2025, to amend a previous filing. The amendment pertains to events that occurred on January 31, 2025, specifically related to the entry into a material definitive agreement and financial statements/exhibits. The company, formerly known as 7GC & Co. Holdings Inc., is incorporated in Delaware and operates in the prepackaged software industry.

Why It Matters

This filing indicates an update or correction to a material definitive agreement and financial disclosures, which could impact investors' understanding of the company's current contractual and financial standing.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and financial statements can signal underlying issues or complexities that require clarification, potentially increasing risk.

Key Numbers

• 001-39826 — SEC File Number (Identifies the company's filing with the SEC)
• 85-3118980 — IRS Number (Company's IRS identification number)

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former company name
• February 3, 2025 (date) — Filing date
• January 31, 2025 (date) — Earliest event date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital M
• $11.50 B — A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indic
• $3,500,000 — (the "Investor") in principal amount of $3,500,000 (the "Original Principal Amount") to th
• $1,500,000 — te in an amount equal to the sum of (i) $1,500,000 of Principal in respect to the first tw
• $500,000 — to the first two Installment Dates, and $500,000 in respect of the third Installment Dat
• $2.00 — mmon Stock "), at a conversion price of $2.00 per share (the " Conversion Price "). T

Filing Documents

• form8-ka.htm (8-K/A) — 50KB
• ex10-1.htm (EX-10.1) — 147KB
• 0001493152-25-004641.txt ( ) — 453KB
• bnzi-20250131.xsd (EX-101.SCH) — 4KB
• bnzi-20250131_def.xml (EX-101.DEF) — 26KB
• bnzi-20250131_lab.xml (EX-101.LAB) — 36KB
• bnzi-20250131_pre.xml (EX-101.PRE) — 25KB
• form8-ka_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2025 ( January 31, 2025 ) Banzai International, Inc . (Exact name of registrant as specified in its charter) Delaware 001-39826 85-3118980 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 435 Ericksen Ave , Suite 250 Bainbridge Island , Washington 98110 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 414-1777 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital Market Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note On January 31, 2025, Banzai International, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original 8-K") reporting the Company's entry into a Convertible Promissory Note (the "Note") with YA II PN, LTD., a Cayman Islands exempt limited company (the "Investor") in principal amount of $3,500,000 (the "Original Principal Amount") to the Company, to be used as an advance under the outstanding Standby Equity Purchase Agreement entered into on December 14, 2023 by the Company and the Investor (the "SEPA). This Amendment No. 1 to the Original 8-K is being filed solely to correct Exhibit 10.4 to the Original 8-K, the Form of Convertible Promissory Note, which was not the final version of the Note and was inadvertently included, as well as to correctly disclose repayment terms within the Note. Item 1.01 and Exhibit 10.1 filed with this Amendment No. 1 to the Original 8-K replaces the disclosure contained in Item 1.01 and Exhibit 10.4 to the Original 8-K in its entirety. All other disclosures in, and exhibits to, the Original 8-K remain unchanged. Item 1.01 Entry into a Material Definitive Agreement On January 30, 2025, Banzai International, Inc. (" Banzai " or the " Company ") entered into a Convertible Promissory Note (the " Note ") with YA II PN, LTD., a Cayman Islands exempt limited company (the " Investor ") in principal amount of $3,500,000 (the " Original Principal Amount ") to the Company, to be used as an advance under the outstanding Standby Equity Purchase Agreement entered into on December 14, 2023 by the Company and the Investor (the " SEPA "). The Company received the payment from the Investor on January 31, 2025. The Note was issued on January 30, 2025 (the " Issuance Date ") and the maturity date of the Note is July 31, 2025, but may be extended at the option of the Company (the " Maturity Date "). Beginning on February 28, 2025 and continuing on March 31, 2025 and April 30, 2025, (each, an " Installment Date "), the Company shall repay a portion of the outstanding balance of this Note in an amount equal to the sum of (i) $1,500,000 of Principal in respect to the first two Installment Dates, and $500,000 in respect of the third Installment Date (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 Note bears an interest rate of 0% for the first 90 days following the Issuance Date, a

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