Banzai International Inc-A美股招股说明书(2026-07-13版)

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS AND ACCOMPANYING PROSPECTUS, RELATINGEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS NOT COMAND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN DECEFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PROSPECTUS SUPPLAND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND WE ARSOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE THE OFSALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JULY 10, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated August 8, 2025) Filed Pursuant to RuleRegistration No. 33 Shares of Class A Common StockPre-funded Warrants to Purchase [] Shares of Class A Common Stock BANZAI INTERNATIONAL, INC. We are offering [] shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”or “Stock”), in this offering and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase up to [] shaClass A Common Stock pursuant to this prospectus supplement and the accompanying prospectus. The purchase price of each pwarrant equals the price per share at which shares of Class A Common Stock are being sold to the public in this offering, minus $0.the exercise price of each pre-funded warrant equals $0.0001 per share. Each pre-funded warrant may be exercised solely by mcashless exercise. This prospectus supplement also relates to the offering of the shares of Class A Common Stock issuable upon exercipre-funded warrants. Our Class A Common Stock is listed on the Nasdaq Capital Market under the symbol “BNZI.” There is no established publmarket for the pre-funded warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants on ThCapital Market or any other national securities exchange or nationally recognized trading system. On July 10, 2026, the last reportedof our Class A Common Stock on the Nasdaq Capital Market was $3.24 per share. The aggregate market value of our outstanding voting and non-voting common equities held by non-affiliates was approximamillion based on 2,944,907 shares of Class A Common Stock held by non-affiliates and a price per share of $7.66, the closing price ofA Common Stock on May 15, 2026. During the previous 12 calendar months prior to and including the date of this prospectus supplehave sold $6,506,566 of our securities pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Forno event will we sell securities in public primary offerings on Form S-3 with a value exceeding one-third of our public float (as dGeneral Instruction I.B.6) in any 12 calendar month period so long as our public float remains below $75 million. Investing in our securities involves a high degree of risk. You should read carefully and consider the information uheading “Risk Factors” beginning on page S-7 of this prospectus supplement, and in the documents incorporated by referenceprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedsecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. (1)The underwriter will also be reimbursed for certain expenses incurred in this offering. See “Underwriting” on page S-16 of this psupplement for additional information regarding underwriting compensation. We have granted the underwriter an option for a period ending 45 days after the closing of this offering to purchase uadditional shares of Common Stock and/or pre-funded warrants from us at the public offering price, less the underwriting discountcover over-allotments, if any. Except as otherwise indicated, all references to our Common Stock, share data, per share data and related information depict the effecfor-20 reverse stock split of the shares of our outstanding common stock, effective as of May 8, 2026 (the “May 2026 Reverse Stock Spit had occurred at the beginning of the earliest period presented. The May 2026 Reverse Stock Split combined each twenty sharoutstanding shares of common stock into one share of common stock, without any change in the par value per share, and the May 202Stock Split correspondingly adjusted, among other things, the number of shares of outstanding common stock. Delivery of the shares of our Common Stock and pre-funded warrants against payment is expected to be made on or abou2026, subject to customary closing conditions. Sole Book-Running Manager Aegis Capital Corp. The date of this prospectus supplement is July [], 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIES WE ARE OFFERINGCAPITALIZATIONUNDERWRITINGLEGAL MATTERSEXPERTSWHERE