The information in this preliminary prospectus is not complete and may be changed.Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS | | SUBJECT TO COMPLETIONDATED DECEMBER 28, 2023 |
Up to 18,654,524 Shares of Class A Common Stock
Up to 12,082,923 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants and Senior Convertible Notes
This prospectus relates to the issuance by us of an aggregate of up to 12,082,923 shares of Class A common stock, $0.0001 par valueper share, of Banzai International, Inc. (Class A Common Stock), which consists of (i) up to 11,500,000 shares of Class A Common Stock that are issuable upon the exercise of 11,500,000 warrants, each exercisable forone share of Class A Common Stock at a price of $11.50 per share (the Public Warrants), originally issued in the initial public offering (IPO) of 7GC & Co. Holdings, Inc. (7GC) by the holdersthereof, and (ii) up to 582,923 shares of Class A Common Stock that are issuable upon the conversion of those certain convertible promissory notes (the Senior Convertible Notes) dated as of February 19, 2021 andOctober 10, 2022, issued by Banzai Operating Co LLC (f/k/a Banzai International, Inc.), a Delaware corporation (Legacy Banzai), to CP BF Lending LLC (CP BF). We will receive the proceeds from any exercise of any Warrantsfor cash.
This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (theSelling Securityholders) of up to 18,654,524 shares of Class A Common Stock (including (i) up to 828,533 shares of Class A Common Stock that may be issued upon exercise of the warrant (the GEM Warrant and,together with the Public Warrants, the Warrants) originally issued in a private placement to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, GEM) in connection with closing of the Business Combination(as defined below), (ii) up to 2,000,000 shares of Class A Common Stock that may be issued upon conversion of the convertible debenture to be issued in a private placement to GEM pursuant to that certain binding term sheet (the GEMTerm Sheet) dated as of December 13, 2023 between Legacy Banzai and GEM (the GEM Convertible Debenture), (iii) up to 582,923 shares of Class A Common Stock that may be issued upon conversion of the Senior ConvertibleNotes, (iv) up to 613,688 shares of Class A Common Stock that may be issued upon conversion of those certain unsecured convertible promissory notes (the 7GC Promissory Notes), dated December 21, 2022 and October 3,2023, issued by 7GC to 7GC & Co. Holdings LLC, a Delaware limited liability company (the Sponsor), (v) up to 3,020,496 shares of Class A Common Stock that may be issued upon conversion of those certain convertiblepromissory notes (each, a Yorkville Promissory Note and, collectively the Yorkville Promissory Notes and, together with the Senior Convertible Notes and the 7GC Promissory Notes, the Notes) issued in a privateplacement by the Company to YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (Yorkville), and (vi) 1,113,927 shares of Class A Common Stock (the Cantor Fee Shares)that are issuable to Cantor Fitzgerald & Co. Cantor or CF&CO pursuant to a fee reduction agreement, dated November 8, 2023, by and between 7GC and Cantor, as amended by the amendment to fee reduction agreement,dated December 28, 2023, by and between 7GC and Cantor). We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, otherthan underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities,associated with the sale of securities pursuant to this prospectus.
We are registering the securities for resale pursuant to the SellingSecurityholders registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of theshares of Class A Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiatedprices. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares in thesection entitled Plan of Distribution.
We are an emerging growth company as defined in Section 2(a) of theSecurities Act of 1933, as amended, and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Our Class A Common Stock and Public Warrants are listed on The Nasdaq Global Market and The Nasdaq Capital Market (together,Nasdaq) under the symbols BNZI and BNZIW, respectively. On December 27, 2023, the closing price of our Class A Common Stock was $2.17 and the closing price for our Public Warrants was $0.04.
See the section entitled Risk Factors beginning on page 12 of this prospectus to read about factorsyou should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commissionhas approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2023.