Banzai International Files 8-K/A Amendment
Ticker: BNZIW · Form: 8-K/A · Filed: Feb 13, 2025 · CIK: 1826011
Sentiment: neutral
Topics: amendment, delisting, listing-rules
Related Tickers: BNZI
TL;DR
Banzai International (BNZI) filed an 8-K/A amendment regarding potential delisting issues.
AI Summary
Banzai International, Inc. filed an amendment (8-K/A) on February 13, 2025, to its report originally dated October 2, 2024. This amendment pertains to a notice of delisting or failure to satisfy continued listing rules, a Regulation FD disclosure, and financial statements/exhibits. The company was formerly known as 7GC & Co. Holdings Inc. until September 24, 2020.
Why It Matters
This filing indicates potential issues with Banzai International's continued listing on an exchange, which could impact its stock trading and investor confidence.
Risk Assessment
Risk Level: medium — The filing addresses potential delisting, which poses a significant risk to the company's market presence and stock value.
Key Players & Entities
- Banzai International, Inc. (company) — Registrant
- 7GC & Co. Holdings Inc. (company) — Former company name
- February 13, 2025 (date) — Filing date of amendment
- October 2, 2024 (date) — Date of earliest event reported
FAQ
What is the primary reason for filing this 8-K/A amendment?
The amendment is related to a notice of delisting or failure to satisfy a continued listing rule or standard, Regulation FD disclosure, and financial statements and exhibits.
When was the original event reported that this amendment pertains to?
The earliest event reported was on October 2, 2024.
What was Banzai International, Inc. formerly known as?
The company was formerly known as 7GC & Co. Holdings Inc.
On what date was the name change from 7GC & Co. Holdings Inc. to Banzai International, Inc. effective?
The date of the name change was September 24, 2020.
What is the SIC code for Banzai International, Inc.?
The Standard Industrial Classification (SIC) code is 7372, for SERVICES-PREPACKAGED SOFTWARE.
Filing Stats: 722 words · 3 min read · ~2 pages · Grade level 12.2 · Accepted 2025-02-13 16:05:16
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
Filing Documents
- form8-ka.htm (8-K/A) — 46KB
- ex99-1.htm (EX-99.1) — 14KB
- ex99-1_001.jpg (GRAPHIC) — 13KB
- 0001493152-25-006424.txt ( ) — 306KB
- bnzi-20241002.xsd (EX-101.SCH) — 4KB
- bnzi-20241002_def.xml (EX-101.DEF) — 30KB
- bnzi-20241002_lab.xml (EX-101.LAB) — 36KB
- bnzi-20241002_pre.xml (EX-101.PRE) — 27KB
- form8-ka_htm.xml (XML) — 6KB
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 13, 2025 ( October 2, 2024 ) 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. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, Banzai International, Inc. (the "Company") had a hearing before The Nasdaq Hearings Panel (the "Panel"), on September 19, 2024. On September 26, 2024, Nasdaq provided the Company with its determination to phase the Company down from The Nasdaq Global Market to The Nasdaq Capital Market (the "Exchange") and grant the Company an extension until January 31, 2025 to demonstrate compliance with Nasdaq's listing rules, so long as the Company applies to list on The Nasdaq Capital Market on or before October 7, 2024 and demonstrates compliance with Listing Rules 5550(a)(2), 5550(a)(5) and 5550(b)(1) on or before January 31, 2024. The Panel reserved the right to reconsider the terms of the extension based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company's securities on the Nasdaq Capital Market inadvisable or unwarranted. On February 12, 2025, the Company received a letter from the Nasdaq Stock Market LLC, Office of the General Counsel that Nasdaq's Listing Qualifications staff confirmed that the Company has demonstrated compliance with all of The Nasdaq Stock Market's listing requirements and therefore the Company's securities will remain listed on the Exchange. Item 7.01. Regulation FD Disclosure On February 13, 2025, the Company issued a press release announcing Nasdaq's confirmation. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. This information (including Exhibit 99.1) is being furnished under Item 7.01 hereof and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release 104 Cover Page Interactive Data File, formatted in Inline XBRL SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 13, 2025 BANZAI INTERNATIONAL, INC. By: /s/ Joseph Davy Joseph Davy Chief Executive Officer