Banzai International Inc-A美股招股说明书(2026-04-27版)

Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholder named inthis prospectus (the “Selling Securityholders”) of up to 25,000,000 shares of Class A Common Stock, consisting of shares of Class ACommon Stock issuable pursuant to Advances (as defined below) under that certain standby equity purchase agreement (the “OriginalSEPA”), dated December 14, 2023, by and among Legacy Banzai, 7GC and YA II PN, LTD, a Cayman Islands exempt limitedpartnership managed by Yorkville Advisors Global, LP (“Yorkville”), as amended by that certain supplemental agreement (the “SEPASupplemental Agreement” and, together with the Original SEPA, the “SEPA”), dated February 5, 2024. On December 29, 2023, wefiled a registration statement on Form S-1 (File No. 333-276307) to register up to 11,453 shares of Class A Common Stock issuablepursuant to Advances under the SEPA; the registration statement was declared effective on February 2, 2024 (the “First SEPARegistration Statement”). On September 20, 2024, we filed another registration statement on Form S-1 (File No. 333-282232) toregister an additional 2,500,000 shares of Class A Common Stock issuable pursuant to Advances under the SEPA; the registrationstatement was declared effective on September 26, 2024 (the “2024 Additional SEPA Registration Statement,” together with the FirstSEPA Registration Statement,” the “Prior SEPA Registration Statements”). We are filing this registration statement to registeradditional 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 theSelling Securityholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholder indisposing of the securities, associated with the sale of securities pursuant to this prospectus. Additional details regarding the securitiesto which this prospectus relates and the Selling Securityholder is set forth in this prospectus in the Prospectus Summary under theheading “Material Financing Arrangements–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 agreementsbetween us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the SellingSecurityholder will offer or sell any of the shares of Class A Common Stock. The Selling Securityholder may offer, sell or distribute allor a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or atnegotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholderpursuant to this prospectus. We provide more information about how the Selling Securityholder may sell the shares in the sectionentitled “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 ClassA Common Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. These sales,or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, couldreduce the market price of the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices thatyou determine are appropriate. We expect that, because there is a large number of shares being registered pursuant to the registrationstatement of which this prospectus forms a part, the Selling Securityholder will continue to offer the securities covered therebypursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted.Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue foran extended period of time. See the section entitled “Risk Factors” beginning on page 9 of this prospectus to read about factors you should considerbefore 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 is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 27, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS9USE OF PROCEEDS29MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY29MANAGEMENT’S DISCUSSION AND ANALYSIS