Banzai International Inc-A美股招股说明书(2026-08-14版)

Up to 15,000,000 Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated July 28, 2026 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-297492). Capitalized terms used in this prospectussupplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information contained in the Prospectus withthe information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which was filed with the Securitiesand Exchange Commission (the “SEC”) on August 14, 2026 (the “Q2 10-Q”). Accordingly, we have attached the Q2 10-Q to thisprospectus supplement. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunctionwith the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to theextent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Pleasekeep this prospectus supplement with your Prospectus for future reference. We are a “smaller reporting company” for purposes of federal securities laws and are subject to reduced publiccompany reporting requirements. Investing in our securities involves risks. See the section entitled “Risk Factors”beginning on page 9 of the Prospectus to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is August 14, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to _________Commission File Number:001-39826 Banzai International, Inc. (Exact name of Registrant as specified in its Charter) Delaware(State or other jurisdiction ofincorporation or organization)435 Ericksen Ave, Suite 250Bainbridge Island, Washington(Address of principal executive offices) (206) 414-1777(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 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 Actof 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subjectto 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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit 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 growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒The number of shares outstanding of each of the registrant's classes of common stock, $0.0001 par value per share, as of August 13, 2026:Class A Common Stock - 3,517,105 sharesClass B Common Stock - 33,856 shares Table of Contents Item 1.Financial Statements4Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20254Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30,2026 and 20255Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the threemonths ended June 30, 2026 and 20256Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the sixmonths ended June 30, 2026 and 20258Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and202510Notes to Unaudited Condensed Consolidated Financial Statements12Item 2.Management’s Discussion and Analysis of Financial Condition and Results of