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Banzai
International, Inc.

435
Ericksen Ave, Suite 250

Bainbridge
Island, Washington 98110

VIA
EDGAR

January
27, 2025

Mr.
Jeff Kauten

Mr.
Matthew Derby

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Banzai
    International, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    January 2, 2025

    File
    No. 001-39826

Dear
Mr. Kauten and Mr. Derby,

On
behalf of Banzai International, Inc. (the “Company”), please see below responses to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter
dated January 10, 2025, with respect to the Preliminary Proxy Statement on Schedule 14A originally filed on January 2, 2025 (the “Preliminary
Proxy Statement”). For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each
case by the Company’s responses.

Preliminary
Proxy Statement on Schedule 14A

Proposal
No. 1 - To Authorize, for Purposes of Complying with Nasdaq Listing Rule 5635(d)..., page 5

  1.
  We note that you are seeking approval for the issuance of
shares in excess of the Nasdaq Ownership Limitation to the Pre-Funded Warrant holders pursuant to contractual obligations in the Merger
Agreement related to the acquisition of OpenReel. As a result, it appears that the share issuance covered by this proposal is in furtherance
of the acquisition of OpenReel. As your stockholders are not separately provided an opportunity to vote on the above-referenced acquisition,
it appears that you must provide the disclosures required by Item 14 of Schedule 14A regarding the transaction. Refer to Note A of Schedule
14A. Please revise to provide all such information or, alternatively, explain why you believe such disclosure is not required.

Response:
We respectfully advise the Staff that, prior to filing the Preliminary Proxy Statement, we carefully reviewed the instructions in
Note A of Schedule 14A to determine whether the information required by Items 11, 13 and 14 of Schedule 14A were required disclosure
in the Preliminary Proxy Statement. Based on the analysis described below, we are of the view that the Preliminary Proxy Statement addresses
all required Schedule 14A items and Note A of Schedule 14A is not applicable.

On
December 19, 2024, the Company filed with the Commission a Current Report on Form 8-K (the “Closing Form 8-K”) to
disclose that, on December 18, 2024, the Company completed its previously announced merger (the “Merger”) with ClearDoc,
Inc., a Delaware corporation doing business as OpenReel (“OpenReel”), pursuant to that certain Agreement and Plan
of Merger (the “Merger Agreement”), by and among the Company, OpenReel, certain stockholders of OpenReel (the “OpenReel
Stockholders”), and Banzai Reel Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Banzai (“Merger
Sub”), that was formed solely for purposes of consummating the Merger. Notwithstanding the completion of the Merger, the Company
has continued, and will continue, to execute in full its pre- Merger business and product development strategy. The Company’s five
pre-Merger directors remain in place, and its pre-Merger senior management team continues following the Effective Time to oversee all
Company operations, including all aspects of OpenReel’s business. Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger (the “Effective Time”), the Company issued to OpenReel Stockholders 930,558 shares of the Company’s
Class A Common Stock, par value US$0.0001 per share (the “Class A Common Stock”) and 11,769,501 Pre-Funded Warrants,
each exercisable at $0.001 for one share of Class A Common Stock (the “Pre-Funded Warrants”, together with the shares
of Class A Common Stock issued at the Effective Time, the “ Merger Consideration”).

Proposal
1 relates solely to the Company’s ability to issue shares of Class A Common Stock upon exercise of the Pre-Funded Warrants in an
amount that equals or exceeds 20% of the Company’s pre-transaction outstanding shares (or voting power), for which stockholder
approval is required under Nasdaq Listing Rule 5635(d).

Note
A of Schedule 14A Does Not Apply to Proposal 1

Note
A of Schedule 14A states that: “[w]here any item calls for information with respect to any matter to be acted upon and such matter
involves other matters with respect to which information is called for by other items of this schedule, the information called for by
such other items also shall be given. For example, where a solicitation of security holders is for the purpose of approving the authorization
of additional securities which are to be used to acquire another specified company, and the registrants’ security holders will
not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation with
respect to the acquisition. Under those facts, information required by Items 11, 13 and 14 shall be furnished.” (Emphasis added).

Unlike
the situation described in the italicized portion of Note A of Schedule 14A in the above paragraph, the Company’s stockholders
are not being asked to approve the authorization of securities for the purpose of acquiring another company or business. The Board approved
the Merger in accordance with applicable Delaware law, and the consummation of the Merger and issuance of the Merger Consideration did
not require the approval of the Company’s stockholders under Delaware law, the Nasdaq listing rules or the federal proxy rules.
The Merger has already been consummated; and consummation of the Merger did not entail any need for the Company to obtain shareholder
authorization of the issuance at closing of the Class A Common Stock or the Pre-Funded Warrants comprising the Merger Consideration.
Accordingly, the Company’s request that its shareholders approve Proposal 1 is independent of, and does not have any bearing on,
the Company’s ability to complete the Merger and acquire OpenReel.

Moreover,
under the Pre-Funded Warrants, the Company’s fundamental contractual obligation is only to issue Class A Stock pursuant to valid
exercise notices, with the total number of shares for which Pre-Funded Warrants may be validly exercised dependent in part on whether
Proposal 1 is approved at the special meeting. Thus, the outcome of Proposal 1 will only affect the Company’s future equity capital
structure, and not the consummated status of the Merger or the Company’s ability to comply with the stated terms of the Pre-Funded
Warrants. . Put differently, the only impact of Proposal 1’s voting outcome will be the potential mix of Pre-Funded Warrants and
shares of Class A Stock to be held by the Pre-Funded Warrant holders at any given time. That is a function of the Nasdaq listing rules,
not the terms of the Merger Agreement or the Pre-Funded Warrants.

The
only voting decision presented to the Company’s stockholders by Proposal 1 is whether the Company will continue indefinitely to
have outstanding Pre-Funded Warrants or, instead, the holders of the Pre-Funded Warrants will have the ability to exercise them for shares
of voting Class A Stock, which have long been authorized. We do not believe that additional information about the Merger, including how
the Board decided to structure the Merger, is material to that voting decision. Furthermore, we believe requiring compliance with Note
A of Schedule 14A would likely create a misleading impression among the Company’s stockholders that a vote against Proposal 1 is
tantamount to a vote against the completed Merger – which is of course not the case.

We
further believe that the foregoing analysis is supported by the Staff’s Compliance and Disclosure Interpretation, Proxy Rules and
Schedules 14A/14C (Last Update: November 17, 2023), Question & Answer 151.02 (“C&DI 151.02”), which sought
to clarify the Staff’s view that a proposal “involves” another matter within the meaning of Note A of Schedule 14A
when information about the other matter that is called for by Schedule 14A is material to a voting decision on the proposal

Question
151.02

Question:
A registrant closes the acquisition of another company in a transaction in which security holder approval is not required. A portion
of the consideration paid in the acquisition consists of convertible securities that, at the holder’s option, can be converted
into shares of the registrant’s common stock or, at the registrant’s option, cash. Following the acquisition, the registrant
files a proxy statement to solicit security holder approval for the authorization of additional shares of common stock that it could
issue upon the conversion of the securities issued in connection with the acquisition. Would the solicitation of security holder approval
for the authorization of the additional shares of common stock “involve” the acquisition for purposes of Note A of Schedule
14A?

Answer:
A proposal “involves” another matter within the meaning of Note A when information about the other matter that is called
for by Schedule 14A is material to a security holder’s voting decision on the proposal presented. The determination as to whether
there is a substantial likelihood that a reasonable security holder would consider the information important in making a voting decision
on a proposal ultimately depends on all the relevant facts and circumstances.

The
authorization of additional shares of common stock is an integral part of the acquisition because it is necessary for the registrant
to meet its obligation under the convertible securities issued as consideration for the acquisition. Therefore, the proposal to authorize
additional shares of common stock “involves” the acquisition. In such circumstances, the registrant would have to include
in the proxy statement information about the acquisition called for by Schedule 14A, unless such information has already been disclosed
or sufficient time has passed so that the registrant’s historical filings fully reflect the acquisition. [November 17, 2023] (Emphasis
added)

There
is a key distinction between the facts underlying the Staff’s reasoning in C&DI 151.02 and those described in the Preliminary
Proxy Statement. Unlike the italicized portions of C&DI 151.02, and as further described above, the outcome of Proposal 1 does not
have any bearing on whether the Company can or will meet its obligations under the securities issued as consideration for the acquisition,
which in our instance is the Pre-Funded Warrant. The Company’s obligations under the Pre-Funded Warrants , as explained above are
separate and in addition to any of the Company’s obligations under the Merger Agreement, which were fulfilled prior to closing
(other than the requirement to hold the special meeting, which is a post-closing condition and other post-closing conditions, none of
which require approval of Proposal 1). With respect to the Company’s obligation to hold the special meeting, as per 7.02(f) of
the Merger Agreement, the Company’s only obligations are to “use [its] reasonable best efforts to: (a) solicit from [Banzai
shareholders] proxies in favor of the adoption and approval of the issuance of [Banzai’s Class A Stock] underlying the Pre-Funded
Warrants, as contemplated by [the Merger Agreement] and as required to comply with Nasdaq listing rules and (b) take all other actions
necessary or advisable to secure the vote or consent of the [Banzai shareholders] required by applicable Law and [Banzai’s Articles
of Incorporation and Bylaws] to obtain such approval. Once the [special meeting] has been called and noticed, [Banzai] shall not postpone
or adjourn the [special meeting] without the consent of [Open Reel’s shareholders], unless such postponement or adjournment is
due to lack of sufficient vote to approve the issuance of [Banzai’s Class A Stock] underlying the Pre-Funded Warrants, as contemplated
by [the Merger Agreement] and as required to comply with Nasdaq listing rules.” Accordingly, approval of Proposal 1 is not an integral
part of the acquisition because such approval is not necessary for Banzai to meet its obligations under the Pre-Funded Warrants.

Item
14 of Schedule 14A

Pursuant
to the instructions to Item 14 of Schedule 14A, such Item applies to a specific list of transactions, as follows: (i) a merger or consolidation;
(ii) an acquisition of securities of another person; (iii) an acquisition of any other going business or the assets of a going business;
(iv) a sale or other transfer of all or any substantial part of assets; or (v) a liquidation or dissolution.

The
Company is not seeking approval of the issuance of Class A Stock in connection with any of the types of transactions described above.
As noted above, the determination of whether and how to consummate the Merger was a matter reserved to the discretion of the Board under
Delaware law and the Company’s certificate of incorporation. We respectfully submit that it would be inappropriate to imply that
stockholder approval was required by providing the extensive and granular transaction-related disclosure required by Item 14, and we
believe it would only likely cause confusion and create a misleading impression among the Company’s stockholders that a vote against
Proposal 1 is tantamount to a vote against the already completed Merger. As described in further detail above, the voting decision presented
to the stockholders by Proposal 1 is neither material nor “integral,” to the Company’s obligations under the Pre-Funded
Warrants, or for that matter, the Merger.

To
clarify the scope of Proposal 1, we respectfully advise the Staff that we will add the following language to the definitive proxy statement
to be filed in connection with the special meeting of stockholders:

“Are
stockholders being asked to vote on the Merger or the Merger Agreement described below?

No.
The Merger was completed on December 18, 2024. We were not and are not required to seek, nor are we seeking, stockholder approval of
the Merger or the Merger Agreement. Rather, for purposes of complying with the Nasdaq Listing Rules, we are seeking stockholder approval
for the issuance of shares of Class A Stock upon the exercise of the outstanding Pre-Funded Warrants that we issued in the Merger. The
Company and OpenReel discussed various potential transaction structures and, due to the desire of both parties to consummate the Merger
at the earliest possible time, the Board approved a transaction structure that did not require the approval of the stockholders of the
Company for the consummation of the Merger.

Additional
Information

You
can find additional information about the Merger, including an updated description of our business and risk factors and historical financial
information, in the documents made available for free on the SEC’s website at www.sec.gov and by going to the investor relations
page of our website at https://ir.banzai.io.”

For
all the reasons stated above, we respectfully submit that (i) Proposal 1 does not “involve” the Merger within the meaning
of Note A of Schedule 14A, either by the express terms of the text of Note A or by the Staff’s guidance regarding its views of
the operation of Note A via C&DI 151.02, (ii) any information required by Item 14 of Schedule 14A (to the extent not already included
in the Preliminary Proxy Statement) would not be material to a stockholder’s voting decision in connection with Proposal 1 , and
(iii) Proposal 1 is not “an integral part” of the Merger, as cited in CD&I 151.02, because the outcome of Proposal 1
will not determine the Company’s ability to fulfil its contractual obligations under either the Merger Agreement or the Pre-Funded
Warrants.

While
we believe your comment is focused on Item 14 information, we thought it worthwhile to provide some analysis about w