On January 19, 2024, the United States Securities and Exchange Commission (SEC) addressed a letter to Joseph Davy, CEO of Banzai International, Inc., regarding the company's Registration Statement on Form S-1 filed on December 29, 2023. The SEC conducted a limited review and provided comments requiring Banzai International to amend their registration statement and provide additional information. The SEC's comments focused on the need for disclosure of the purchase prices paid by selling securityholders, the exercise prices of warrants in relation to market prices, and the potential impact on the company's liquidity. The SEC also highlighted the significant number of redemptions of Banzai's Class A common stock following their business combination, the incentive for certain securityholders to sell at a...Show More

On January 19, 2024, the United States Securities and Exchange Commission (SEC) addressed a letter to Joseph Davy, CEO of Banzai International, Inc., regarding the company's Registration Statement on Form S-1 filed on December 29, 2023. The SEC conducted a limited review and provided comments requiring Banzai International to amend their registration statement and provide additional information. The SEC's comments focused on the need for disclosure of the purchase prices paid by selling securityholders, the exercise prices of warrants in relation to market prices, and the potential impact on the company's liquidity. The SEC also highlighted the significant number of redemptions of Banzai's Class A common stock following their business combination, the incentive for certain securityholders to sell at a profit due to lower acquisition costs, and the potential negative impact on the public trading price. Additionally, the SEC noted discrepancies in the beneficial ownership table, the likelihood of Banzai missing their 2023 revenue projections, and requested further details on the company's liquidity position and capital resources post-Business Combination. The SEC reminded Banzai International of their responsibility for the accuracy of their disclosures and requested a response with the necessary amendments.