Banzai International Files 8-K

TL;DR

Banzai Intl (BNZI) filed an 8-K for votes & financials. No major surprises yet.

AI Summary

Banzai International, Inc. filed an 8-K on September 3, 2024, reporting on matters submitted to a vote of security holders and financial statements. The company, formerly known as 7GC & Co. Holdings Inc., is incorporated in Delaware and headquartered in Bainbridge Island, WA. This filing does not contain specific financial figures or details about the votes.

Why It Matters

This 8-K filing indicates that Banzai International, Inc. has submitted matters for a vote and is providing financial statements, which are routine but important disclosures for investors.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting on corporate actions and financial statements, without immediate indication of significant new risks.

Key Players & Entities

• Banzai International, Inc. (company) — Registrant
• 7GC & Co. Holdings Inc. (company) — Former Company Name
• September 3, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Bainbridge Island, WA (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Global Ma
• $11.50 B — A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indic

Filing Documents

• form8-k.htm (8-K) — 55KB
• 0001493152-24-034805.txt ( ) — 278KB
• bnzi-20240903.xsd (EX-101.SCH) — 4KB
• bnzi-20240903_def.xml (EX-101.DEF) — 30KB
• bnzi-20240903_lab.xml (EX-101.LAB) — 36KB
• bnzi-20240903_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 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 Global 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 5.07 Submission of Matters to a Vote of Security Holders. On August 29, 2024, Banzai International, Inc. (the " Company ") held a special meeting of shareholders (the " Special Meeting "). At the Special Meeting, the Company's shareholders voted on 2 proposals. At the beginning of the Special Meeting, 21,403,417 shares of Class A Common Stock (the "Class A Stock"), which represents 60.77% of the outstanding shares of Class A Stock and voting power of the Class A Stock entitled to vote at the Special Meeting, as well as 23,111,340 shares of Class B Common Stock (the "Class B Stock") , which represents 100% of the outstanding shares of Class B Stock and voting power of the Class B Stock entitled to vote at the Special Meeting were represented by proxy. Accordingly, the holders of a majority of the voting power of the outstanding shares of capital stock entitled to vote were present and we had a quorum for the transaction of business. We are filing this Current Report on Form 8-K to disclose the voting results from the Special Meeting. 1. To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company's issued and outstanding Class A Common Stock, at a ratio of up to 1-for-50, with the final ratio and exact timing to be determined at the discretion of the Board of Directors and included in a public announcement, subject to the authority of the Board of Directors to abandon such amendment. The affirmative vote by the holders of a majority of the outstanding shares of Class A Stock and the holders of a majority of the outstanding shares of Class B Stock, each voting separately as a class was required to approve this proposal. Class A Common Stock For Against Abstain 19,617,748 1,759,744 25,925 Class B Common Stock For Against Abstain 23,111,340 0 0 The Company's board of directors intends to effect a reverse stock split within the approved ratio in the near future. The Company will file another current report on Form 8-K to disclose when such split is implemented. 2. To approve the adjournment of the special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the reverse split proposal or any adjournment or postponement thereof. The affirmative vote of a majority of the voting power of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting, though less than a quorum was required to approve this proposal. For Against Abstain 42,909,427 1,581,566 23,764 Item 9.01. Financial Exhibit No. Description 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inli

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