Banzai International, Inc. Files S-1/A Amendment

TL;DR

<b>Banzai International, Inc. has filed an S-1/A amendment, providing updated information for its public offering.</b>

AI Summary

Banzai International, Inc. (BNZIW) filed a Amended IPO Registration (S-1/A) with the SEC on February 5, 2024. Banzai International, Inc. (formerly 7GC & Co. Holdings Inc.) filed an S-1/A amendment on February 5, 2024. The company is incorporated in Delaware with its fiscal year ending December 31. Its business and mailing address is 435 Ericksen Ave, Suite 308250, Bainbridge Island, WA 98110. The filing relates to the Securities Act of 1933. The SIC code for Banzai International, Inc. is 7372 (Services-Prepackaged Software).

Why It Matters

For investors and stakeholders tracking Banzai International, Inc., this filing contains several important signals. This S-1/A filing indicates an ongoing process for Banzai International, Inc. to potentially offer securities to the public, requiring detailed disclosures. The amendment suggests that the company is refining its offering details or responding to SEC comments, which is a critical step before a potential IPO or further capital raise.

Risk Assessment

Risk Level: low — Banzai International, Inc. shows low risk based on this filing. The filing is an amendment (S-1/A) to a registration statement, indicating it's part of an ongoing process rather than a new event, and lacks specific financial performance data in this excerpt.

Analyst Insight

Monitor for the final prospectus and details on the offering size and terms once the S-1/A process is completed.

Key Numbers

• 2024-02-05 — Filing Date (S-1/A filing date)
• 7372 — SIC Code (Services-Prepackaged Software)
• DE — State of Incorporation (Delaware)
• 1231 — Fiscal Year End (December 31)

Key Players & Entities

• Banzai International, Inc. (company) — Filer name
• 7GC & Co. Holdings Inc. (company) — Former company name
• 2024-02-05 (date) — Filing date
• DE (jurisdiction) — State of incorporation
• 1231 (date) — Fiscal year end
• 435 Ericksen Ave, Suite 308250, Bainbridge Island, WA 98110 (address) — Business and mailing address
• 7372 (industry_code) — Standard Industrial Classification
• 1933 Act (regulation) — SEC Act

Forward-Looking Statements

• Banzai International will complete its registration process and potentially list its shares publicly, increasing liquidity. (Banzai International, Inc.) — medium confidence, target: 2024-12-31

FAQ

Industry Context

Banzai International, Inc. operates in the prepackaged software industry, indicated by its SIC code 7372.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1/A filing for detailed financial statements and business descriptions.
2. Track subsequent filings for updates on the offering and potential effectiveness of the registration statement.
3. Research the company's business model and market position within the software industry.

Key Dates

• 2024-02-05: S-1/A Filing — Amendment to registration statement filed by Banzai International, Inc.

Year-Over-Year Comparison

This is an S-1/A filing, indicating an amendment to a previous registration statement. Specific comparative data from a prior filing is not available in this excerpt.

Key Financial Figures

• $0.0001 — 082,923 shares of Class A common stock, $0.0001 par value per share, of Banzai Internat
• $11.50 — e of Class A Common Stock at a price of $11.50 per share (the "Public Warrants"), orig
• $4.35 — subject to adjustment) of approximately $4.35 per share. We will receive the proceeds
• $0.0050 — or"), at an effective purchase price of $0.0050 per share, (ii) 100,000 shares of Class
• $3.5909 — nt"), at an effective purchase price of $3.5909 per share, (v) 105,000 shares of Class
• $6.15 — low), at an effective purchase price of $6.15 per share, (ix) 890,611 shares of Class
• $2.86 — at a conversion price of approximately $2.86 per share, (x) 175,000 shares of Class
• $6.49 — on, exercisable at an exercise price of $6.49 per share, which expires on December 15
• $1.6069 — ate (which, as of February 1, 2024, was $1.6069 per share), (xv) up to 5,726,282 shares
• $137.6 million — ive up to an aggregate of approximately $137.6 million if all of the Warrants held by the Sell
• $1.58 — g price of our Class A Common Stock was $1.58 per share. There can be no assurance th
• $0.01 — ow), are redeemable by us at a price of $0.01 per Public Warrant. The GEM Warrant is
• $0.0874 — osing price for our Public Warrants was $0.0874. See the section entitled " Risk Fact

Filing Documents

• d567008ds1a.htm (S-1/A) — 5417KB
• d567008dex411.htm (EX-4.11) — 91KB
• d567008dex51.htm (EX-5.1) — 28KB
• d567008dex1026.htm (EX-10.26) — 15KB
• d567008dex1027.htm (EX-10.27) — 60KB
• d567008dex1029.htm (EX-10.29) — 20KB
• d567008dex1030.htm (EX-10.30) — 19KB
• d567008dex231.htm (EX-23.1) — 2KB
• d567008dex232.htm (EX-23.2) — 2KB
• d567008dexfilingfees.htm (EX-FILING FEES) — 23KB
• g567008g00a03.jpg (GRAPHIC) — 24KB
• g567008g0203041628899.jpg (GRAPHIC) — 2KB
• g567008g02a65.jpg (GRAPHIC) — 33KB
• 0001193125-24-023808.txt (&nbsp;) — 20491KB
• bnzi-20230930.xsd (EX-101.SCH) — 120KB
• bnzi-20230930_cal.xml (EX-101.CAL) — 81KB
• bnzi-20230930_def.xml (EX-101.DEF) — 700KB
• bnzi-20230930_lab.xml (EX-101.LAB) — 825KB
• bnzi-20230930_pre.xml (EX-101.PRE) — 839KB
• d567008ds1a_htm.xml (XML) — 3889KB

USE OF PROCEEDS

USE OF PROCEEDS 49 DETERMINATION OF OFFERING PRICE 50 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 51 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 52

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 73

BUSINESS

BUSINESS 101 MANAGEMENT 110

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 117 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 120 PRINCIPAL SECURITYHOLDERS 126 SELLING SECURITYHOLDERS 128 DESCRIPTION OF OUR SECURITIES 133 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 152 PLAN OF DISTRIBUTION 158 LEGAL MATTERS 161 EXPERTS 162 WHERE YOU CAN FIND MORE INFORMATION 163 INDEX TO FINANCIAL STATEMENTS F-1

INFORMATION NOT REQUIRED IN PROSPECTUS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 EXHIBIT INDEX II-7

SIGNATURES

SIGNATURES II-12 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed. i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Class A Common Stock issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of shares of Class A Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any their exercise, are highly dependent on the price of any our shares of Class A Common Stock and the spread between the exercise price of the Warrants and the price of our Class A Common Stock at the time of exercise. If the market

View Full Filing

View this S-1/A filing on SEC EDGAR