Banzai International Inc-A 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock onthe last business day of the registrant's most recently competed second fiscal quarter, was approximately$4,576,909as of June 30, 2024, based on the last sales price reportedfor such date on The Nasdaq Stock Exchange LLC. The number of shares outstanding of each of the registrant's classes of common stock, as of April 10, 2025: Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities40Item 6.[Reserved]43Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44Item 7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure73Item 9A.Controls and Procedures73Item 9B.Other Information75Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75 PART III Item 10.Directors, Executive Officers and Corporate Governance76Item 11.Executive Compensation81Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters86Item 13.Certain Relationships and Related Transactions, and Director Independence87Item 14.Principal Accounting Fees and Services91 PART IVItem 15.Exhibits, Financial Statement Schedules Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,”“estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,”“predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are thosethat do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others,statements regarding the Company’s: •future financial, business and operating performance and goals;•annualized recurring revenue and customer retention;•ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidi