Banzai International, Inc. has submitted Amendment No. 1 to its Registration Statement on Form S-1 to the U.S. Securities and Exchange Commission (SEC), as communicated in a letter dated February 5, 2024. The amendment addresses comments from the SEC's Division of Corporation Finance regarding the initial filing made on December 29, 2023. Key issues addressed include the disclosure of the purchase price paid by selling securityholders for registered securities, the exercise prices of warrants relative to market prices, and the potential impact of share sales on the public trading price of Class A common stock. The company has also updated its financial disclosures, including executive compensation, and has clarified terms related to the GEM Convertible Debenture and the GEM Promissory Note. Additionally, Banzai...Show More

Banzai International, Inc. has submitted Amendment No. 1 to its Registration Statement on Form S-1 to the U.S. Securities and Exchange Commission (SEC), as communicated in a letter dated February 5, 2024. The amendment addresses comments from the SEC's Division of Corporation Finance regarding the initial filing made on December 29, 2023. Key issues addressed include the disclosure of the purchase price paid by selling securityholders for registered securities, the exercise prices of warrants relative to market prices, and the potential impact of share sales on the public trading price of Class A common stock. The company has also updated its financial disclosures, including executive compensation, and has clarified terms related to the GEM Convertible Debenture and the GEM Promissory Note. Additionally, Banzai International has responded to concerns about its liquidity and capital resources post-Business Combination, including the redemption of public shares and the issuance of debt. The company has made necessary revisions to its prospectus to reflect these changes and to provide transparency on the potential profits for selling securityholders based on current trading prices.