Banzai International Files S-1/A with Financial Updates

TL;DR

Banzai Intl S-1/A filed Oct 7, 2024. Updated financials for Q2 2024 & FY 2023. Check related party deals.

AI Summary

Banzai International, Inc. filed an S-1/A on October 7, 2024, detailing its business as a pre-packaged software services company. The filing includes financial data for periods ending June 30, 2024, and December 31, 2023, with specific mentions of related and non-related party transactions, as well as common stock classes A and B.

Why It Matters

This filing provides updated financial information and disclosures for Banzai International, Inc., which is crucial for investors to assess the company's current financial health and operational status.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing for significant corporate actions like an IPO or major debt offering, which inherently carry market and execution risks.

Key Numbers

• 2024-06-30 — Financial Period End (Represents the latest financial data available in this filing.)
• 2023-12-31 — Financial Period End (Represents the prior fiscal year-end financial data.)

Key Players & Entities

• Banzai International, Inc. (company) — Filer of the S-1/A
• 7GC & Co. Holdings Inc. (company) — Former name of Banzai International, Inc.
• 20241007 (date) — Filing date of the S-1/A
• 2024-06-30 (date) — Most recent financial period end date mentioned
• 2023-12-31 (date) — Previous fiscal year end date mentioned

FAQ

Key Financial Figures

• $0.001 — ever, receive the exercise price of (i) $0.001 per share of any of the Pre-Funded Warr
• $39.24 — ny of the Pre-Funded Warrants, and (ii) $39.24 per share of any of the Series A Warran
• $4.68 — e price of our Class A Common Stock was $4.68 per share. We are an "emerging growth
• $11.50 — e of Class A Common Stock at a price of $11.50 per share, originally issued in the IPO
• $207,000 — ion fee in an aggregate amount equal to $207,000. On December 27, 2023, Cohen received 2
• $0.0001 — f 7GC's Class A common stock, par value $0.0001 ("7GC Class A Common Stock"), sold in t
• $575.00 — GC Class A Common Stock, exercisable at $575.00 per share (the "Forfeited Private Place
• $2,300,000 — pursuant to which 7GC may borrow up to $2,300,000 from the Sponsor, and (ii) unsecured pr
• $500,000 — pursuant to which 7GC may borrow up to $500,000 from the Sponsor, to provide that the S
• $4,050,000 — suant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of defer
• $8,050,000 — forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable (
• $4,000,000 — inal Deferred Fee"), with the remaining $4,000,000 payable by 7GC to Cantor (the "Reduced

Filing Documents

• forms-1a.htm (S-1/A) — 5100KB
• ex5-1.htm (EX-5.1) — 21KB
• ex23-1.htm (EX-23.1) — 4KB
• forms-1_001.jpg (GRAPHIC) — 28KB
• forms-1_002.jpg (GRAPHIC) — 40KB
• ex5-1_001.jpg (GRAPHIC) — 12KB
• 0001493152-24-040319.txt ( ) — 19358KB
• bnzi-20240630.xsd (EX-101.SCH) — 131KB
• bnzi-20240630_cal.xml (EX-101.CAL) — 106KB
• bnzi-20240630_def.xml (EX-101.DEF) — 610KB
• bnzi-20240630_lab.xml (EX-101.LAB) — 860KB
• bnzi-20240630_pre.xml (EX-101.PRE) — 686KB
• forms-1a_htm.xml (XML) — 3354KB

USE OF PROCEEDS

USE OF PROCEEDS 47 MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY 48

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 49

BUSINESS

BUSINESS 78 MANAGEMENT 86 EXECUTIVE AND DIRECTOR COMPENSATION 93 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 97 PRINCIPAL SECURITYHOLDERS 102 SELLING SECURITYHOLDER 104 PLAN OF DISTRIBUTION 105

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 109 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 123 LEGAL MATTERS 130 EXPERTS 130 WHERE YOU CAN FIND MORE INFORMATION 130 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in or incorporated by reference in this prospectus or in any free writing prospectus that we may provide to you in connection with this offering. We have not authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference in this prospectus or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. We are not making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. i ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We do not take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. We will not will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the

Business

Business Combination We were originally known as 7GC & Co. Holdings Inc. On December 14, 2023, 7GC consummated the Business Combination with Legacy Banzai pursuant to the Merger Agreement. In connection with the Closing of the Business Combination, 7GC changed its name to Banzai International, Inc. Legacy Banzai was deemed to be the accounting acquirer in the Mergers based on an analysis of the criteria outlined in Accounting Standards Codification 805. While 7GC was the legal acquirer in the Mergers, because Legacy Banzai was deemed the accounting acquirer, the historical financial statements of Legacy Banzai became the historical financial statements of the combined company upon the consummation of the Mergers. The Business Combination is described in further detail in the section titled "Business" beginning on page 78. 1 Material Agreements in Connection with the IPO and Business Combination Cohen Engagement Letter On June 14, 2023, 7GC entered into an engagement, as amended by an amendment to such engagement letter, dated December 12, 2023, and a second amendment, dated December 27, 2023 (as amended, the "Cohen Engagement Letter") with J.V.B. Financial Group, LLC acting through its Cohen & Company Capital Markets Division ("Cohen"). Pursuant to the Cohen Engagement Letter, Cohen agreed to act as 7GC's capital markets advisor in connection with seeking extension of the date by which 7GC was required to consummate its initial business combination and in connection with an initial business combination with an unaffiliated third party, as well as to act as placement agent, on a non-exclusive basis, in connection with any private placement of equity, convertible and/or debt securities or other capital or debt raising transaction in connection with an initial business combination, in exchange for the right to receive (x) an advisory fee of approximately 2,100 shares of Class A Common Stock following the Closing, and (y) a transaction fee in an aggregate amou

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