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Banzai International | PRE 14A: Preliminary proxy statements relating to merger or acquisition

SEC announcement ·  Feb 29 11:43
Summary by Futu AI
Banzai International, Inc. has announced a Special Meeting of Stockholders to be held virtually on March [●], 2024. The meeting will consider two key proposals: the issuance of Class A common stock to Yorkville Advisors Global, LP pursuant to a Standby Equity Purchase Agreement (SEPA) dated December 14, 2023, and potential adjournments of the meeting if necessary to solicit additional proxies. The SEPA, which may result in Yorkville acquiring more than 20% of Banzai's issued and outstanding Class A and Class B common stock, requires stockholder approval to comply with Nasdaq Listing Rules 5635(b) and 5635(d). The board of directors has fixed March 8, 2024, as the record date for determining stockholders entitled to vote. The issuance of shares to Yorkville could significantly dilute current stockholders' ownership and voting power. The board unanimously recommends voting 'FOR' both proposals. If Proposal 1 is not approved, Banzai may not receive the remaining $1.5 million of the Pre-Paid Advance from Yorkville, potentially impacting the company's operations and strategic plans.
Banzai International, Inc. has announced a Special Meeting of Stockholders to be held virtually on March [●], 2024. The meeting will consider two key proposals: the issuance of Class A common stock to Yorkville Advisors Global, LP pursuant to a Standby Equity Purchase Agreement (SEPA) dated December 14, 2023, and potential adjournments of the meeting if necessary to solicit additional proxies. The SEPA, which may result in Yorkville acquiring more than 20% of Banzai's issued and outstanding Class A and Class B common stock, requires stockholder approval to comply with Nasdaq Listing Rules 5635(b) and 5635(d). The board of directors has fixed March 8, 2024, as the record date for determining stockholders entitled to vote. The issuance of shares to Yorkville could significantly dilute current stockholders' ownership and voting power. The board unanimously recommends voting 'FOR' both proposals. If Proposal 1 is not approved, Banzai may not receive the remaining $1.5 million of the Pre-Paid Advance from Yorkville, potentially impacting the company's operations and strategic plans.
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