Banzai International Inc-A美股招股说明书(2025-09-25版)

Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder named in thisprospectus (the “Selling Securityholders”) of up to 25,000,000 shares of Class A Common Stock, consisting of shares of Class A CommonStock issuable pursuant to Advances (as defined below) under that certain standby equity purchase agreement (the “Original SEPA”), datedDecember 14, 2023, by and among Legacy Banzai, 7GC and YA II PN, LTD, a Cayman Islands exempt limited partnership managed byYorkville Advisors Global, LP (“Yorkville”), as amended by that certain supplemental agreement (the “SEPA Supplemental Agreement” and,together with the Original SEPA, the “SEPA”), dated February 5, 2024. On December 29, 2023, we filed a registration statement on Form S-1(File No. 333-276307) to register up to 11,453 shares of Class A Common Stock issuable pursuant to Advances under the SEPA; the registrationstatement was declared effective on February 2, 2024 (the “First SEPA Registration Statement”). On September 20, 2024, we filed anotherregistration statement on Form S-1 (File No. 333-282232) to register an additional 2,500,000 shares of Class A Common Stock issuablepursuant to Advances under the SEPA; the registration statement was declared effective on September 26, 2024 (the “2024 Additional SEPARegistration Statement,” together with the First SEPA Registration Statement,” the “Prior SEPA Registration Statements”). We are filing thisregistration statement to register additional shares of Class A Common Stock issuable pursuant to Advances under the SEPA for resale. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholder pursuant to thisprospectus. However, we will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the SellingSecurityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder in disposing of thesecurities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securities to which this prospectusrelates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under the heading “Material FinancingArrangements–SEPA,”“Information Related to Offered Securities” and “Description of Securities.” We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between usand the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholder willoffer or sell any of the shares of Class A Common Stock. The Selling Securityholder may offer, sell or distribute all or a portion of their sharesof Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive anyproceeds from the sale of shares of Class A Common Stock by the Selling Securityholder pursuant to this prospectus. We provide moreinformation about how the Selling Securityholder may sell the shares in the section entitled “Plan of Distribution.” Sales of a substantial number of shares of Class A Common Stock in the public market, including the resale of the shares of Class ACommon Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales, or theperception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the marketprice of the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine areappropriate. We expect that, because there is a large number of shares being registered pursuant to the registration statement of which thisprospectus forms a part, the Selling Securityholder will continue to offer the securities covered thereby pursuant to this prospectus or pursuantto Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and pricepressures resulting from an offering pursuant to the registration statement may continue for an extended period of time. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, and, as such, have elected to comply with certainreduced public disclosure requirements for this prospectus and future filings. This prospectus complies with the requirements that apply to anissuer that is an emerging growth company. See the section entitled “Risk Factors” beginning on page 9 of this prospectus to read about factors you should consider beforebuying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contra