SEC Comment Letter 0000000000-24-012210 to Banzai International, Inc. (BNZI)
Banzai International, Inc.
Date: Nov. 1, 2024 · CIK: 0001826011 · Accession: 0000000000-24-012210
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282680
Letter
November 1, 2024 Joe Davy Chief Executive Officer Banzai International, Inc. 435 Ericksen Ave, Suite 250 Bainbridge Island, WA 98110 Re:Banzai International, Inc. Registration Statement on Form S-1 Filed October 16, 2024 File No. 333-282680 Dear Joe Davy: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General 1.It appears you are seeking to register shares of common stock that have not yet been issued to the selling stockholders. As one example, with respect to the Perkins Repayment Agreement, it does not appear that a completed private placement has occurred prior to filing this registration statement. For each private placement or other transactions you are registering shares for, please provide your analysis showing how you determined that there was a completed private placement under Section 4(a)(2) of the Securities Act prior to your attempt to register the resale of the shares. As part of your analysis, consider the guidance set forth in Securities Act Sections Compliance and Disclosure Interpretations Questions 134.01, 139.06, and 139.09-11.
November 1, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Louis Taubman
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November 1, 2024
Joe Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave, Suite 250
Bainbridge Island, WA 98110
Re:Banzai International, Inc.
Registration Statement on Form S-1
Filed October 16, 2024
File No. 333-282680
Dear Joe Davy:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.It appears you are seeking to register shares of common stock that have not yet been
issued to the selling stockholders. As one example, with respect to the Perkins
Repayment Agreement, it does not appear that a completed private placement has
occurred prior to filing this registration statement. For each private placement or other
transactions you are registering shares for, please provide your analysis showing how
you determined that there was a completed private placement under Section 4(a)(2) of
the Securities Act prior to your attempt to register the resale of the shares. As part of
your analysis, consider the guidance set forth in Securities Act Sections Compliance
and Disclosure Interpretations Questions 134.01, 139.06, and 139.09-11.
November 1, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis Taubman