Banzai International Files S-1 for Public Offering

TL;DR

Banzai International just filed its S-1, looks like they're going public!

AI Summary

Banzai International, Inc. filed an S-1 form on October 4, 2024, detailing its business as a prepackaged software services company. The company, formerly known as 7GC & Co. Holdings Inc., is incorporated in Delaware and headquartered in Bainbridge Island, Washington. This filing indicates a significant step towards a potential public offering.

Why It Matters

This S-1 filing is a crucial step for Banzai International, Inc. as it signals their intention to become a publicly traded company, potentially impacting its growth, funding, and market presence.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries market and execution risks.

Key Numbers

• 113 — Public Documents (Number of documents included in the filing)

Key Players & Entities

• Banzai International, Inc. (company) — Filer of the S-1 document
• 7GC & Co. Holdings Inc. (company) — Former name of Banzai International, Inc.
• October 4, 2024 (date) — Date of filing
• Delaware (location) — State of incorporation
• Bainbridge Island, Washington (location) — Company headquarters

FAQ

Key Financial Figures

• $0.0001 — ares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"),
• $4.00 — s A Warrants, with an exercise price of $4.00 per share; (ii) 1,176,471 shares of Cla
• $0.001 — ded Warrants, with an exercise price of $0.001 per share, pursuant to that certain sec
• $5.1235 — any of the Series B Warrants and (iii) $5.1235 per share of any Placement Agent Warran
• $4.17 — e price of our Class A Common Stock was $4.17 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
• $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-1.htm (S-1) — 5263KB
• ex5-1.htm (EX-5.1) — 20KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 68KB
• forms-1_001.jpg (GRAPHIC) — 28KB
• forms-1_002.jpg (GRAPHIC) — 40KB
• ex5-1_001.jpg (GRAPHIC) — 13KB
• 0001493152-24-039516.txt ( ) — 19878KB
• bnzi-20240630.xsd (EX-101.SCH) — 124KB
• bnzi-20240630_cal.xml (EX-101.CAL) — 111KB
• bnzi-20240630_def.xml (EX-101.DEF) — 610KB
• bnzi-20240630_lab.xml (EX-101.LAB) — 841KB
• bnzi-20240630_pre.xml (EX-101.PRE) — 690KB
• forms-1_htm.xml (XML) — 3507KB

USE OF PROCEEDS

USE OF PROCEEDS 44 MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY 45

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46

BUSINESS

BUSINESS 75 MANAGEMENT 83 EXECUTIVE AND DIRECTOR COMPENSATION 90 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 94 PRINCIPAL SECURITYHOLDERS 99 SELLING SECURITYHOLDER 101 PLAN OF DISTRIBUTION 102

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 106 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 120 LEGAL MATTERS 127 EXPERTS 127 WHERE YOU CAN FIND MORE INFORMATION 127 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 75. 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

View Full Filing

View this S-1 filing on SEC EDGAR