Banzai International Completes Acquisition, Files 8-K
Ticker: BNZIW · Form: 8-K · Filed: Dec 19, 2024 · CIK: 1826011
Sentiment: neutral
Topics: acquisition, corporate-governance, equity-securities
Related Tickers: BNZI
TL;DR
Banzai International (BNZI) closed an acquisition on 12/18/24, filed an 8-K with equity and governance updates.
AI Summary
On December 18, 2024, Banzai International, Inc. (formerly 7GC & Co. Holdings Inc.) filed an 8-K report detailing the completion of an acquisition. The company, headquartered in Bainbridge Island, WA, with a fiscal year end of December 31, also reported on unregistered sales of equity securities and amendments to its articles of incorporation.
Why It Matters
This filing signals a significant corporate event for Banzai International, Inc., indicating growth or strategic restructuring through acquisition and potential changes to its corporate governance.
Risk Assessment
Risk Level: medium — Acquisitions and changes in corporate structure can introduce integration risks and potential shifts in business strategy.
Key Numbers
- 11.50 — Exercise Price (Redeemable warrants exercisable for one share of Class Common Stock at this price.)
Key Players & Entities
- Banzai International, Inc. (company) — Filer
- 7GC & Co. Holdings Inc. (company) — Former company name
- December 18, 2024 (date) — Date of earliest event reported
- December 31 (date) — Fiscal year end
- Bainbridge Island, WA (location) — Business and mailing address
FAQ
What specific assets or business was acquired by Banzai International, Inc.?
The filing indicates the completion of an acquisition but does not specify the assets or business acquired.
What was the nature of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities but does not provide details on the type or amount of securities sold.
What amendments were made to Banzai International, Inc.'s articles of incorporation or bylaws?
The filing notes amendments to articles of incorporation or bylaws but does not specify the nature of these changes.
What is the significance of the former company name, 7GC & Co. Holdings Inc.?
Banzai International, Inc. was formerly known as 7GC & Co. Holdings Inc., with a name change occurring on September 24, 2020.
What is the exercise price for the redeemable warrants mentioned?
The redeemable warrants have an exercise price of $11.50 per share.
Filing Stats: 2,094 words · 8 min read · ~7 pages · Grade level 11.5 · Accepted 2024-12-19 08:30:15
Key Financial Figures
- $0.0001 — tered Class A common stock, par value $0.0001 per share BNZI The Nasdaq Capital
- $11.50 B — A common stock at an exercise price of $11.50 BNZIW The Nasdaq Capital Market Indi
- $19,600,000 — , in an amount equal to the quotient of $19,600,000 divided by the Conversion Price (as def
Filing Documents
- form8-k.htm (8-K) — 70KB
- ex2-1.htm (EX-2.1) — 583KB
- ex3-1.htm (EX-3.1) — 84KB
- ex10-1.htm (EX-10.1) — 194KB
- ex10-2.htm (EX-10.2) — 130KB
- ex99-1.htm (EX-99.1) — 16KB
- ex99-1_001.jpg (GRAPHIC) — 11KB
- 0001493152-24-050696.txt ( ) — 1506KB
- bnzi-20241218.xsd (EX-101.SCH) — 4KB
- bnzi-20241218_def.xml (EX-101.DEF) — 30KB
- bnzi-20241218_lab.xml (EX-101.LAB) — 36KB
- bnzi-20241218_pre.xml (EX-101.PRE) — 27KB
- form8-k_htm.xml (XML) — 6KB
Financial Statements of Businesses Acquired
Financial Statements of Businesses Acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed. (b) Pro Forma Financial Information. The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated December 10, 2024, by and among Banzai International, Inc., Banzai Reel Acquisition, Inc. ClearDoc, Inc., and certain stockholders of ClearDoc, Inc. 3.1 Certificate of Designation of Series FE Preferred Stock 10.1 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2024). 10.2 Form of Pre-Funded Warrant 10.3 Voting and Support Agreement, dated December 10, 2024, by and between Joseph P. Davy and Banzai International Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 10, 2024). 99.1 Press Release, dated December 19, 2024, issued by Banzai International, Inc. and ClearDoc, Inc. 104 Cover Page Interactive Data File, formatted in Inline XBRL * Exhibits and Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission. 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: December 19, 2024 BANZAI INTERNATIONAL, INC. By: /s/ Joseph Davy Joseph Davy Chief Executive Officer