SecProbe.io

CORRESP
 1
 filename1.htm

 Banzai
International, Inc.

 September
17, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Banzai
 International, Inc.

 Registration
 Statement on Form S-1 (File No. 333-290241)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on September 19, 2025, or as soon thereafter
as practicable.

 Very
 truly yours,

 Banzai
 International, Inc.

 By:
 /s/
 Joe Davy

 Name:

 Joe
 Davy

 Title:
 Chief
 Executive Officer

 cc:
 Louis
 Taubman, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Joseph 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 September 12, 2025
 File No. 333-290241
Dear Joseph Davy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Rachael Schmierer
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Banzai
International, Inc.

 August
7, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Banzai
 International, Inc.

 Registration
 Statement on Form S-3, as amended (File No. 333-288935)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on August 8, 2025, or as soon thereafter
as practicable.

 Very
 truly yours,

 Banzai
 International, Inc.

 By:
 /s/
 Joe Davy

 Name:

 Joe
 Davy

 Title:
 Chief
 Executive Officer

 cc:
 Louis
 Taubman, Esq.

 Hunter
 Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 Banzai
International, Inc.

 August
7, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Banzai
 International, Inc.

 Registration
 Statement on Form S-3, as amended (File No. 333-288908)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on August 8, 2025, or as soon thereafter
as practicable.

 Very
 truly yours,

 Banzai
 International, Inc.

 By:
 /s/
 Joe Davy

 Name:

 Joe
 Davy

 Title:
 Chief
 Executive Officer

 cc:
 Louis
 Taubman, Esq.

 Hunter
 Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 Banzai
International, Inc.

 August
7, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Banzai
 International, Inc.

 Registration
 Statement on Form S-3, as amended (File No. 333-289099)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on August 8, 2025, or as soon thereafter
as practicable.

 Very
 truly yours,

 Banzai
 International, Inc.

 By:
 /s/
 Joe Davy

 Name:

 Joe
 Davy

 Title:
 Chief
 Executive Officer

 cc:
 Louis
 Taubman, Esq.

 Hunter
 Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

Joe Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave., Suite 250
Bainbridge Island, Washington

 Re: Banzai International, Inc.
 Registration Statement on Form S-3
 Filed July 30, 2025
 File No. 333-289099
Dear Joe Davy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Rachael Schmierer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

Joe Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave., Suite 250
Bainbridge Island, Washington

 Re: Banzai International, Inc.
 Registration Statement on Form S-3
 Filed July 23, 2025
 File No. 333-288908
Dear Joe Davy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Rachael Schmierer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

Joe Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave., Suite 250
Bainbridge Island, Washington

 Re: Banzai International, Inc.
 Registration Statement on Form S-3
 Filed July 24, 2025
 File No. 333-288935
Dear Joe Davy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Rachael Schmierer
</TEXT>
</DOCUMENT>

February 11, 2025
Joseph Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave. NE, Suite 250
Bainbridge Island, WA 98110
Re:Banzai International, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 2, 2025
File No. 001-39826
Dear Joseph Davy:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Rachael Schmierer

CORRESP
1
filename1.htm

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

January 10, 2025
Joseph Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave. NE, Suite 250
Bainbridge Island, WA 98110
Re:Banzai International, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 2, 2025
File No. 001-39826
Dear Joseph Davy:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.

January 10, 2025
Page 2
2.Please provide us with a legal analysis of the basis upon which you concluded that the
merger agreement with OpenReel was not subject to approval by the company’s
shareholders. Please ensure that in your analysis you discuss the applicable provisions
of your articles of incorporation and the Delaware General Corporation Law with
respect to the approval of the merger transaction.
Proposal No. 3 - Amendment of Restated Certificate of Incorporation..., page 10
3.Please disclose that as a result of this proposal your Chief Executive Officer, Joseph
Davy, will be entitled to act by written consent.
Proposal No. 4 - Approval of Increase in Shares Available under the Stock Option Plan, page
11
4.Please provide the disclosure set forth in Item 8 of Schedule 14A.
            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.
            Please contact Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Rachael Schmierer

CORRESP
1
filename1.htm

Banzai
International, Inc.

November
8, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Banzai
    International, Inc.

    Registration
    Statement on Form S-1 (File No. 333-282680)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”)
be accelerated and that the Registration Statement become effective at 9:00 a.m., Eastern Time, on Tuesday, November 12, 2024, or as
soon thereafter as practicable.

    Very
    truly yours,

    Banzai
    International, Inc.

    By:
    /s/
    Joe Davy

    Name:

    Joe
    Davy

    Title:
    Chief
    Executive Officer

    cc:
    Louis
    Taubman, Esq.

    Hunter
    Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Banzai International, Inc.

435 Ericksen Ave, Suite 250

Bainbridge Island, Washington 98110

VIA EDGAR

November 6, 2024

Mr. Charli Wilson

Mr. Matthew Derby

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Banzai International, Inc.

    Registration Statement on Form S-1

    Filed October 16, 2024

    File No. 333-282680

Dear Mr. Wilson 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 November 1, 2024, with respect to the Registration Statement on Form S-1 originally
filed on October 16, 2024 (the “Registration 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.

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

Response:
The Company reviewed your comment and has the following feedback. First, we note that both the Perkins Repayment Agreement with Perkins
Coie, LLP (“Perkins”) and the Verista Repayment Agreement with Verista Partners, Inc. (“Verista,”
together with Perkins, the “Service Providers”) and the Company, (collectively, the “Agreements”)
require that a registration statement registering the shares issuable to each such entity be effective prior to such shares being issued.
Please note that the Agreements are binding on the Service Providers and that the formula regarding the price of the shares issuable thereunder (the
“Repayment Shares”) was negotiated by each of the parties and fixed at the time of entering into the Agreements.

Second, reviewing Securities Act
Sections Compliance and Disclosure Interpretations Questions 134.01, we note that the transaction between each of the Service Providers
and the Company was a private placement that closed at the time of signing and the only contingency to issuing the Repayment Shares is
the filing and effectiveness of a resale registration statement. Once the Agreements were signed, the Service Providers were bound to
accept the Repayment Shares; the only exception would be if the Repayment Shares are not issued timely, in which case the Company would
be required to pay the amounts due in cash. If the conditions to paying in shares were satisfied, i.e., the registration statement was
effective, the reverse split shall have been completed, the Repayment Shares are not subject to any contractual lock-ups and trading in
the Company’s common stock shall not have been suspended, the Company was obligated to issue the Repayment Shares and the Service
Providers were bound to accept them. Accordingly, at the time we filed the Registration
Statement, the purchasers were irrevocably bound to purchase the securities subject only to the filing or effectiveness of the registration
statement and other conditions outside their control. Furthermore, the Agreements establish the purchase price for the Shares and although
the formula includes a VWAP, it is based on the trading days preceding the issuance date of the Shares, not the effective date of the
corresponding registration statement. Based on the above, we respectfully believe that the Service Providers were at market risk at the
time the Registration Statement was filed.

Third,
if the Staff disagrees with our analysis above, we respectfully suggest that the transactions at issue are akin to a typical “equity
line” financing which, as set forth in Securities Act Sections Compliance and Disclosure Interpretations Questions 139.12,
is a financing arrangement in which the investor has no right to decline to purchase the securities and although the dollar value of the
equity line is set in the written arrangement, the number of shares ultimately issued is determined by a formula tied to the market price
of the securities at the time the company exercises the put. Here, the Service Providers have no rights to decline the Repayment Shares,
the value of the Repayment Shares is equal to the outstanding unpaid fee amount owed to the Service Providers and the agreed upon formula
for the number of Repayment Shares is tied to the market price of Banzai’s Class A Common Stock when the Company issues the Repayment
Shares. We believe these factors also demonstrate the market risk the Service Providers took on upon signing the respective Agreements.

For all these reasons, we respectfully
submit that the transactions contemplated by the Agreements constitute a private placement for which a resale prospectus is appropriate.

—————————

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call Louis Taubman, at (212) 530-2206, of Hunter Taubman Fischer
& Li LLC.

    Very truly yours,

    /s/ Joseph Davy

    Joseph Davy

    Chief Executive Officer

    cc:
    Louis Taubman, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Banzai
International, Inc.

November
4, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Banzai
    International, Inc.

    Registration
    Statement on Form S-1 (File No. 333-282506)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”)
be accelerated and that the Registration Statement become effective at 9:00 a.m., Eastern Time, on Wednesday, November 6, 2024, or as
soon thereafter as practicable.

    Very
    truly yours,

    Banzai
    International, Inc.

    By:
    /s/
    Joe Davy

    Name:

    Joe
    Davy

    Title:
    Chief
    Executive Officer

    cc:
    Louis
    Taubman, Esq.

    Hunter
    Taubman Fischer & Li LLC

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

CORRESP
1
filename1.htm

Banzai
International, Inc.

435
Ericksen Ave, Suite 250

Bainbridge
Island, Washington 98110

VIA
EDGAR

October
18, 2024

Mr.
Charli Wilson

Mr.
Matthew Derby

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Banzai
    International, Inc.

    Registration
    Statement on Form S-1

    Filed
    October 4, 2024

    File
    No. 333-282506

Dear
Mr. Wilson 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 October 11, 2024, with respect
to the Registration Statement on Form S-1 originally filed on October 4, 2024 (the “Registration 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.

Registration
Statement on Form S-1

General

    1.
    Given
    the size and nature of the resale offering relative to the outstanding shares of common stock held by non-affiliates, it appears
    that this transaction may be an indirect primary offering by or on behalf of the company. Please revise to name the selling stockholder
    as an underwriter, or provide us with your legal analysis as to why the transaction covered by the registration statement should
    be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities
    Act. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

Response:
The Company respectfully submits that the offering contemplated in the Registration Statement is not an indirect primary offering,
but is a valid secondary offering by or on behalf of the selling stockholders that may be registered for resale on a continuous basis
pursuant to Rule 415(a)(1)(i) of Regulation C of the Securities Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided
that the registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus,
Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the selling stockholders in
a secondary offering.

In
Interpretation 612.09 of the Staff’s Securities Act Rules Compliance and Disclosure Interpretations (“C&DI”),
the Staff sets forth a detailed analysis of the relevant factors that should be examined when determining whether the offering is by
or on behalf of a person other than the registrant. Interpretation 612.09 provides that:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually
underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the
seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf
of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for
a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary one is really on behalf of the
issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the
selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.”

Each
of the relevant factors listed in Interpretation 612.09 is discussed below. Based on an analysis of the specific factors listed in Interpretation
612.09 and all the circumstances for the Company, the Company respectfully submits that the transaction described herein is appropriately
characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).

(A)
How long the selling stockholders have held the shares

The
Company entered into the securities purchase agreement on September 24, 2024 (the “Securities Purchase Agreement”)
with a certain investor identified therein (the “Investor”). Pursuant to the Securities Purchase Agreement,
the Investor committed to purchase from the Company and the Company agreed to issue to the Investor in a private placement (i)
pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 1,176,471 shares of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.001 per share,
(ii) Series A warrants (the “Series A Warrants”) to purchase up to 1,176,471 shares of Common Stock, at an
exercise price of $4.00 per share, and (iii) Series B warrants (the “Series B Warrants” and together with the
Series A Warrants, and the Pre-Funded Warrants, the “Warrants”) to purchase up to 1,176,471 shares of Common
Stock at an exercise price of $4.00 per share (collectively, the “PIPE”). The Company also issued warrants
to purchase shares of Common Stock. on substantially the same terms as the Investor, to H.C. Wainwright & Co., LLC (“Wainwright”)
as compensation for its services as placement agent in connection with the PIPE. The shares of Common Stock issuable upon the exercise
of the Warrants are herein referred to as “Warrant Shares.”

The
PIPE was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance
on similar exemptions under applicable state laws. The Investor represented to the Company that it was an accredited investor within
the meaning of Rule 501(a) of Regulation D and that it was acquiring the securities for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof. The Pre-Funded Warrants, Common Stock and Warrants were offered
without any general solicitation by the Company or its representatives.

Generally,
the longer shares are held, the less likely it is that the selling stockholders are acting as a mere conduit for the Company. However,
the Company notes that there is no mandatory holding period for a private investment in public equities transaction, such as the PIPE
discussed herein, to be characterized as a private placement. As noted by the Staff in Securities Act C&DI Question 139.11, a valid
secondary offering could in theory occur immediately following the closing of a private placement. C&DI Question 139.11 provides
as follows:

“In
a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed
a Section 4(2)-exempt sale of the securities […] to the investor, and the investor is at market risk at the time of filing of
the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price
that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or
at any subsequent date. […] There can be no conditions to closing that are within an investor’s control or that an investor
can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the
company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions.
The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale
registration statement.”

As
the interpretation states a company may even register a secondary offering before shares are issued in a PIPE transaction. The Company
is not aware of any Staff guidance on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether
a purported secondary offering is really a primary offering. In addition, the Company is not aware that the Staff has taken the position
that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the
offering is a valid secondary offering, and the Company believes such a position would be inconsistent with C&DI Question 139.11
mentioned above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement
is not yet effective.

Furthermore,
because the purchase price has already been paid and the Common Stock and the Warrants have already been delivered to the Investor, the
Investor bears the investment risk of holding all of these securities issued under the Securities Purchase Agreement. The Investor participated
in the PIPE with the knowledge that they might not be able to exit their positions at a profit, and they provided evidence that they
purchased the Common Stock and the Warrants with the intent to invest, rather than to effect a distribution, as an underwriter would
have.

Although
the Investor has only been subject to the full investment risk associated with ownership of the Company’s equity securities for
less than a month, the Company believes this timing conforms to the custom and practices in many PIPE transactions. In many PIPE transactions,
a registration statement is required to be filed shortly post-closing and declared effective shortly after filing. The Company is not
aware that the Staff has taken a position that the period of time elapsing between a closing and effectiveness of a registration statement
has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent
with Interpretation 139.11 set forth above, which allows inclusion of the securities sold after a registration statement is filed if
the registration statement is not yet effective. If inclusion for resale of the securities sold after a registration statement is filed
if the registration statement is not yet effective is allowed in a secondary offering, then, a fortiori, inclusion of the securities
sold before a registration statement is filed, regardless of the holding period, may be allowed.

The
Company believes that the discussion above supports the conclusion that the offering pursuant to the Registration Statement is a valid
secondary offering.

(B)
The circumstances under which the selling stockholders received their shares

The
Common Stock and the Warrant Shares being registered for resale were or will be issued to selling stockholders upon the exercise of the
Warrants, which were issued and sold to the Investor in an arm’s-length private placement transaction, pursuant to the Securities
Purchase Agreement that was vigorously negotiated, including between legal counsels for the Company and the Investor, and which complied
in all respects with Section 4(a)(2) of the Securities Act. As set forth in the Registration Statement, other than receipt of the exercise
price of the Warrants, the Company will not receive any proceeds from the resale of the Warrant Shares by the selling stockholders. Although
the question of who receives proceeds is not the only factor on which the analysis of the character of an offering should be based, the
fact that the Company will not receive any financial benefits from the sales of the securities being registered further supports the
conclusion that the proposed offering is not a primary offering on behalf of the Company.

Furthermore,
the Investor specifically represented to the Company, as set forth in Section 3.2(b) of the Securities Purchase Agreement, that it was
acquiring the securities in the ordinary course of business, for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof, and it had no agreement or understanding, directly or indirectly, with any individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
and any governmental entity or any department or agency thereof to distribute any of the securities in violation of applicable securities
laws.

In
addition, as far as the Company is aware, the Investor has not engaged, and will not engage, in any directed selling efforts, marketing
or other solicitation of purchasers or otherwise pre-arrange for the sale of the share of Common Stock being registered. The Investor
is expected to sell the shares of Common Stock in ordinary trading in public markets and, accordingly, are subject to general risks of
trading securities in public markets, including the risk that the Investor sell shares below their cost basis.

The
Company believes that the discussion above supports the conclusion that the offering pursuant to the Registration Statement is a valid
secondary offering.

(C)
Selling stockholders’ relationship with the Company

Other
than Wainwright acting as placement agent for the Company in connection with the PIPE, the selling stockholders do not have any relationship
with the Company other than as passive investors in the Company. Neither the Investor or its respective affiliates has held any position
or office or has had any material relationship with the Company within the past three years. As a result, this factor weighs favorably
in the Company’s determination that the offering for resale of the Common Stock and Warrant Shares by the selling stockholders
under the Registration Statement is a secondary offering and not a primary offering.

(D)
The amount of shares being registered

As
of October 16, 2024, the Company had 2,343,852 shares of Common Stock outstanding, of which a total of 3,617,548 shares of Common Stock
issuable upon exercise of Pre-Funded Warrants and Warrants were held by the Investor, and are being registered for resale. The Company
does not believe that the amount of shares being registered alone warrants re-characterizing a valid secondary offering as a primary
offering. Pursuant to Interpretation 612.09, the amount of shares being offered is only one of several factors to be considered in evaluating
whether, under all the circumstances, a purported secondary offering is instead an indirect primary offering. Furthermore, the Staff’s
own interpretations support the Company’s position. For example, C&DI Interpretation 612.12 describes a scenario in which a
holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The interpretation states, in relevant
part:

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity
offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is
not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The
Company believes that these interpretive provisions make clear that a single holder, which in the case at hand is significantly less
than 70% of the public float of a company’s common stock can effect a valid secondary offeri

October 11, 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 4, 2024
File No. 333-282506
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.Given the size and nature of the resale offering relative to the outstanding shares
of common stock held by non-affiliates, it appears that this transaction may be an
indirect primary offering by or on behalf of the company. Please revise to name the
selling stockholder as an underwriter, or provide us with your legal analysis as to why
the transaction covered by the registration statement should be regarded as a
secondary offering that is eligible to be made on a delayed or continuous basis
under Rule 415(a)(1)(i) of the Securities Act. For guidance, please refer to Question
612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

October 11, 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

CORRESP
1
filename1.htm

Banzai
International, Inc.

October
9, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Banzai
    International, Inc.

    Registration
    Statement on Form S-1, as amended (File No. 333-282306)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”)
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on October 10, 2024, or as soon thereafter
as practicable.

    Very
    truly yours,

    Banzai
    International, Inc.

    By:
    /s/
    Joe Davy

    Name:

    Joe
    Davy

    Title:
    Chief
    Executive Officer

    cc:
    Louis
    Taubman, Esq.

    Hunter
    Taubman Fischer & Li LLC

October 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 September 24, 2024
File No. 333-282306
Dear Joe Davy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joe Davy

CORRESP
1
filename1.htm

Banzai
International, Inc.

September
26, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Banzai
    International, Inc.

    Registration
    Statement on Form S-1, as amended (File No. 333-282232)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Banzai International, Inc.
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”)
be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on September 26, 2024, or as soon thereafter
as practicable.

    Very
    truly yours,

    Banzai
    International, Inc.

    By:
    /s/
    Joe Davy

    Name:

    Joe
    Davy

    Title:
    Chief
    Executive Officer

    cc:
    Louis
    Taubman, Esq.

    Hunter
    Taubman Fischer & Li LLC

September 23, 2024
Joseph 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
September 20, 2024
File No. 333-282232
Dear Joseph Davy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis Taubman

CORRESP
1
filename1.htm

CORRESP

 May 21, 2024

 VIA
EDGAR

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

Re:
 Banzai International, Inc. Registration Statement on Form S-1 (File No. 333-278871)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Banzai International, Inc. (the “Company”) hereby requests
that the effective date of the above-captioned Registration Statement on Form S-1 (File No. 333-278871) be accelerated so that it becomes effective at 5:00 p.m.,
Eastern Time, on Tuesday, May 21, 2024, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission.

 Please call Gina Eiben of Perkins Coie LLP, counsel to the Company, at (503)
727-2059 as soon as the Registration Statement has been declared effective.

Respectfully submitted,

By:

 /s/ Joseph Davy

Joseph Davy

Chief Executive Officer

 cc: Gina Eiben (Perkins Coie LLP)

United States securities and exchange commission logo
April 23, 2024
Joseph Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave , Suite 250
Bainbridge Island , Washington 98110
Re:Banzai International, Inc.
Registration Statement on Form S-1
Filed April 22, 2024
File No. 333-278871
Dear Joseph Davy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Kyle Wiley at 202-344-5791 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Gina Eiben

CORRESP
1
filename1.htm

CORRESP

 BANZAI INTERNATIONAL, INC.

435 Ericksen Ave., Suite 250

Bainbridge Island, Washington 98110

206-414-1777

February 14, 2024

 VIA EDGAR
SUBMISSION

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Alexandra Barone

 Kathleen Krebs

Re:

Banzai International, Inc.

Registration Statement on Form S-1

File No. 333-276307

Acceleration Request

 Requested Date: February 14, 2024

 Requested Time: 5:00 P.M., Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Banzai International, Inc. (the “Company”), hereby
requests that the effective date of the Company’s Registration Statement on Form S-1, as amended, Registration Number 333-276307 (the “Registration
Statement”), be accelerated so that the Registration Statement will become effective at 5:00 P.M., Eastern Time, on February 14, 2024, or as soon thereafter as practicable or at such later time as the Company or its counsel may
orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 We
would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP at (212) 839-5444.

Very truly yours,

 /s/ Joseph Davy

Joseph Davy

Chief Executive Officer

cc:
 Michael P. Heinz, Sidley Austin LLP

Jocelyne E. Kelly, Sidley Austin LLP

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 February 5, 2024

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
 Alexandra Barone

Kathleen Krebs

Re:
 Banzai International, Inc.

 
 Registration Statement on Form S-1

 
 Filed December 29, 2023

 
 File No. 333-276307

Ladies and Gentlemen:

 On behalf of Banzai
International, Inc. (the “Company”), we transmit herewith Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated January 19, 2024 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font
type.

 The responses below follow the sequentially numbered comments from the Letter. All page references in
the responses set forth below refer to page numbers in Amendment No. 1, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration Statement on Form S-1 Filed December 29, 2023

Cover Page

1.
 For each of the securities being registered for resale, disclose the price that the selling securityholders
paid or will pay for such securities.

  Page
 2

 Response: The Company acknowledges the Staff’s comment and has revised the cover page
accordingly, and also added the disclosure appearing on pages 12-18, 44-46 and 159 of Amendment No. 1.

2.
 Disclose the exercise prices of the warrants compared to the market price of the underlying securities.
Disclose that cash proceeds associated with the exercise of warrants are dependent on your stock price, that the Public Warrants and the GEM Warrants are currently out of the money and, therefore, the company is unlikely to receive proceeds from the
exercise of the warrants. Furthermore, the GEM Warrants may be exercised on a cashless basis, which means the company may not receive cash for the exercise of the GEM Warrants if they are in the money. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

 Response: The Company acknowledges the Staff’s comment and has revised the cover page, and also added the disclosure
appearing on pages ii, 6-8, 10, 44-46, 88-90 and 158 of Amendment No. 1.

3.
 We note the significant number of redemptions of your Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that many of the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock. Please revise the cover page to highlight that these securityholders have an incentive to sell because they will profit on sales given that they purchased their
shares at more favorable prices than the public investors. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the Class A common stock.

Response: The Company acknowledges the Staff’s comment and has revised the cover page, and also added the disclosure appearing on pages 44-46 of
Amendment No. 1.

 Risk Factors

4.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose that

  Page
 3

even though the current trading price is significantly below the SPAC IPO price, certain private investors have an incentive to sell because they will still profit on sales because of the lower
price that they purchased their shares than the public investors.

 Response: The Company acknowledges the Staff’s comment
and has added the disclosure appearing on pages 44-46 of Amendment No. 1.

 Selling Securityholders

5.
 Please explain the discrepancies between the selling securityholder table and the beneficial ownership table
with regard to the number of shares beneficially owned by 7GC & Co. Holdings LLC and ALCO Investment Company.

 Response:
The Company acknowledges the Staff’s comment and has made changes on pages 126 and 129 of Amendment No. 1 updating number of shares beneficially owned by each of 7GC & Co. Holdings LLC and Alco in both the selling
securityholder table and the beneficial ownership table, respectively. The Company advises the Staff that the adjusted numbers reflect all shares beneficially owned and held by Alco and all shares beneficially owned and held by 7GC & Co.
Holdings LLC (including those issued upon conversion of the 7GC Promissory Notes on February 2, 2024).

 Management’s Discussion and Analysis
of Financial Condition and Results of Operations

6.
 We note that the projected revenues for Legacy Banzai 2023 were $5.233 million, as set forth in the
unaudited prospective financial information management prepared and provided to the Board, the company’s financial advisors and the SPAC in connection with the evaluation of the Business Combination. We also note that actual revenues for the
nine months ended September 30, 2023 were approximately $3.4 million. It appears that you will miss your 2023 revenue projection. Please revise your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Response: The Company respectfully acknowledges the Staff’s comment. The Company’s management does not believe that the difference between
actual 2023 revenue and the projected revenue referenced will have any material impact on the Company’s financial position or actual or projected profitability of the Company, its actual or projected working capital deficit, current or future
financing requirements or expected current or future business plans, and that there is no resulting additional risk to the Company’s business operations and liquidity in light of these circumstances beyond those already described in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As a result, no revisions to the disclosure in Liquidity and Capital Resources or elsewhere is proposed.

  Page
 4

 Liquidity and Capital Resources

7.
 Please discuss the changes in the company’s liquidity position and capital resources since the Business
Combination. For example,

•

 disclose the total number of public shares that were redeemed in connection with the Business Combination and
the resulting amount of funds you received from the trust account;

 Response: The Company acknowledges the Staff’s
comment and has added the disclosure on page 88-90 of Amendment No. 1.

•

 disclose the amount of debt and other securities issued, net proceeds received, and fees paid or payable to
finance the company and its obligations in connection with and following the Business Combination;

 Response: The Company
acknowledges the Staff’s comment and has added the disclosure on page 88-90 of Amendment No. 1.

•

 discuss any material changes to the amount, material terms or maturity dates of your debt;

 Response: The Company acknowledges the Staff’s comment and has added the disclosure on page 88-90 of Amendment
No. 1.

•

 discuss how it is unlikely that the company will receive significant proceeds from exercises of the Public
Warrants or GEM Warrants because of the disparity between the exercise price of these warrants and the current trading price of the Class A common stock;

  Page
 5

 Response: The Company acknowledges the Staff’s comment and has added the disclosure appearing on
pages 6-8, 10, 44-46, 88-90 and 158 of Amendment No. 1.

•

 discuss the likelihood that you would be able to have access to the full $100 million amount under the
standby equity purchase agreement with you entered into with Yorkville in light of your current market price and trading volume;

Response: The Company acknowledges the Staff’s comment and has added the disclosure on page 44 of Amendment No. 1.

•

 disclose that this offering involves the potential sale of a substantial number of shares for resale and
discuss how such sales could impact the market price of the company’s ordinary shares; and

 Response: The Company
acknowledges the Staff’s comment and has added the disclosure on pages 44-46 of Amendment No. 1.

•

 disclose that 7GC & Co. Holdings LLC, a beneficial owner of over 29% of your outstanding shares, and
Mr. Joseph Davy, who holds approximately 64.7% of the company’s aggregate voting power, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

 Response: The Company acknowledges the Staff’s comment and has added the disclosure on pages 44 and 88-90 of Amendment
No. 1.

 Executive and Director Compensation

8.
 Please update your executive compensation disclosure to reflect the fiscal year ended December 30,
2023.

 Response: The Company acknowledges the Staff’s comment and has updated the executive compensation disclosure on
pages 117-119 of Amendment No. 1 to reflect the fiscal year ended December 31, 2023.

  Page
 6

 Plan of Distribution

9.
 You indicate that the selling securityholders may sell their securities in connection with short sales.
Please clarify that any short sales must be made after effectiveness of the registration statement. Refer to the Division of Corporation Finance Compliance and Disclosure Interpretations, Securities Act Sections, Interpretation 139.11

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 159 of Amendment
No. 1.

 General

10.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, and other selling securityholders acquired their securities, and the price that the public securityholders
acquired their shares and warrants. Disclose that while the Sponsor, private placement investors, and other selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not
experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.

 Response: The Company acknowledges the
Staff’s comment and has revised the cover page, and also added the disclosure appearing on pages 6-8, 10, 44-46, 88-90 and 158 of Amendment No. 1.

11.
 It appears that the GEM Convertible Debenture has not been issued. In this regard, we note disclosure that
it is “to be issued in a private placement to GEM pursuant to that certain binding term sheet (the ‘GEM Term Sheet’) dated as of December 13, 2023 between Legacy Banzai and GEM.” You also disclose that “the
documentation of such debenture to be agreed upon and finalized promptly following the Closing.” However, we note that neither the Term Sheet nor the documentation of such debenture have been filed as an exhibit to the current registration
statement that registers the shares issuable upon conversion of the Gem Convertible Debenture. Please advise why you believe it is appropriate to register the resale of these shares at this time. Refer to the Division of Corporation Finance
Compliance and Disclosure Interpretations, Securities Act Sections, Question 139.11.

  Page
 7

 Response: The Company respectfully informs the Staff that the Company and GEM have agreed to settle
the obligations under the GEM Term Sheet to issue the GEM Convertible Debenture by substituting a cash payment of $1.2 million and issuance of the GEM Promissory Note in the amount of $1.0 million, payable in monthly installments of
$100,000 beginning on March 1, 2024 with the final payment to be made on December 31, 2024. The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, such monthly payment amount
shall convert into the right of GEM to receive, and obligation of the Company to issue, an amount of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the trading day immediately preceding the applicable
payment due date, and requires that the Company include 2,000,000 shares of Class A Common Stock in the Registration Statement for resale by GEM in the event issued to GEM pursuant to the GEM Promissory Note. The Company has added disclosure on the
cover page and on pages 6-7, 44, 68-71, and 88 of Amendment No. 1 further describing the GEM Promissory Note and GEM Settlement Agreement and has filed copies of such documents as Exhibit 10.27 and Exhibit 10.28.

12.
 Please disclose the material terms of the warrants, notes and debentures that overlie the securities being
registered, including the exercise and conversion prices. If the exercise and conversion prices are not fixed, describe how the prices are determined.

Response: The Company acknowledges the Staff’s comment and has added the disclosure on pages 139-146 of Amendment No. 1.

If you have any questions regarding the foregoing or Amendment No. 1, please contact the undersigned at (212) 839-5444.

Sincerely,

 /s/ Michael P. Heinz

Michael P. Heinz

Sidley Austin LLP

cc:
 Joseph Davy, Banzai International, Inc.

 
 Joshua G. Duclos, Sidley Austin LLP

United States securities and exchange commission logo
January 19, 2024
Joseph Davy
Chief Executive Officer
Banzai International, Inc.
435 Ericksen Ave, Suite 250
Bainbridge Island, Washington 98110
Re:Banzai International, Inc.
Registration Statement on Form S-1
Filed December 29, 2023
File No. 333-276307
Dear Joseph Davy:
            We have conducted a limited review of your registration statement and have the
following comments.
            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 Filed December 29, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid or will pay for such securities.
2.Disclose the exercise prices of the warrants compared to the market price of
the underlying securities. Disclose that cash proceeds associated with the exercise of
warrants are dependent on your stock price, that the Public Warrants and the GEM
Warrants are currently out of the money and, therefore, the company is unlikely to receive
proceeds from the exercise of the warrants. Furthermore, the GEM Warrants may be
exercised on a cashless basis, which means the company may not receive cash for the
exercise of the GEM Warrants if they are in the money. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section. As applicable,
describe the impact on your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.

 FirstName LastNameJoseph Davy
 Comapany NameBanzai International, Inc.
 January 19, 2024 Page 2
 FirstName LastNameJoseph Davy
Banzai International, Inc.
January 19, 2024
Page 2
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that many of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock. Please
revise the cover page to highlight that these securityholders have an incentive to sell
because they will profit on sales given that they purchased their shares at more favorable
prices than the public investors. Highlight the significant negative impact sales of shares
on this registration statement could have on the public trading price of the Class A
common stock.
Risk Factors, page 12
4.Include an additional risk factor highlighting the negative pressure potential sales
of shares pursuant to this registration statement could have on the public trading price of
the Class A common stock. To illustrate this risk, disclose the purchase price of
the securities being registered for resale and the percentage that these shares
currently represent of the total number of shares outstanding. Also disclose that even
though the current trading price is significantly below the SPAC IPO price, certain
private investors have an incentive to sell because they will still profit on sales because of
the lower price that they purchased their shares than the public investors.
Sellling Securityholders, page 16
5.Please explain the discrepancies between the selling securityholder table and the
beneficial ownership table with regard to the number of shares beneficially owned by 7GC
& Co. Holdings LLC and ALCO Investment Company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
64
6.We note that the projected revenues for Legacy Banzai 2023 were $5.233 million, as set
forth in the unaudited prospective financial information management prepared and
provided to the Board, the company’s financial advisors and the SPAC in connection with
the evaluation of the Business Combination. We also note that actual revenues for the nine
months ended September 30, 2023 were approximately $3.4 million. It appears that you
will miss your 2023 revenue projection. Please revise your disclosure in Liquidity and
Capital Resources, and elsewhere, to provide updated information about the company’s
financial position and further risks to the business operations and liquidity in light of these
circumstances.
Liquidity and Capital Resources, page 78
7.Please discuss the changes in the company's liquidity position and capital resources since
the Business Combination. For example,

 FirstName LastNameJoseph Davy
 Comapany NameBanzai International, Inc.
 January 19, 2024 Page 3
 FirstName LastNameJoseph Davy
Banzai International, Inc.
January 19, 2024
Page 3
•disclose the total number of public shares that were redeemed in connection with the
Business Combination and the resulting amount of funds you received from the trust
account;
•disclose the amount of debt and other securities issued, net proceeds received, and
fees paid or payable to finance the company and its obligations in connection with
and following the Business Combination;
•discuss any material changes to the amount, material terms or maturity dates of your
debt;
•discuss how it is unlikely that the company will receive significant proceeds from
exercises of the Public Warrants or GEM Warrants because of the disparity between
the exercise price of these warrants and the current trading price of the Class A
common stock;
•discuss the likelihood that you would be able to have access to the full $100 million
amount under the standby equity purchase agreement with you entered into with
Yorkville in light of your current market price and trading volume;
•disclose that this offering involves the potential sale of a substantial number of shares
for resale and discuss how such sales could impact the market price of the company’s
ordinary shares; and
•disclose that 7GC & Co. Holdings LLC, a beneficial owner of over 29% of your
outstanding shares, and Mr. Joseph Davy, who holds approximately 64.7% of the
company's aggregate voting power, will be able to sell all of their shares for so long
as the registration statement of which this prospectus forms a part is available for use.
Executive and Director Compensation, page 105
8.Please update your executive compensation disclosure to reflect the fiscal year ended
December 30, 2023.
Plan of Distribution, page 137
9.You indicate that the selling securityholders may sell their securities in connection with
short sales. Please clarify that any short sales must be made after effectiveness of the
registration statement. Refer to the Division of Corporation Finance Compliance and
Disclosure Interpretations, Securities Act Sections, Interpretation 139.11
General
10.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, and other selling
securityholders acquired their securities, and the price that the public securityholders
acquired their shares and warrants. Disclose that while the Sponsor, private placement
investors, and other selling securityholders may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the

 FirstName LastNameJoseph Davy
 Comapany NameBanzai International, Inc.
 January 19, 2024 Page 4
 FirstName LastName
Joseph Davy
Banzai International, Inc.
January 19, 2024
Page 4
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
11.It appears that the GEM Convertible Debenture has not been issued. In this regard, we
note disclosure that it is "to be issued in a private placement to GEM pursuant to that
certain binding term sheet (the 'GEM Term Sheet') dated as of December 13, 2023
between Legacy Banzai and GEM." You also disclose that "the documentation of such
debenture to be agreed upon and finalized promptly following the Closing." However, we
note that neither the Term Sheet nor the documentation of such debenture have been filed
as an exhibit to the current registration statement that registers the shares issuable upon
conversion of the Gem Convertible Debenture. Please advise why you believe it is
appropriate to register the resale of these shares at this time. Refer to the Division of
Corporation Finance Compliance and Disclosure Interpretations, Securities Act
Sections, Question 139.11.
12.Please disclose the material terms of the warrants, notes and debentures that overlie the
securities being registered, including the exercise and conversion prices. If the exercise
and conversion prices are not fixed, describe how the prices are determined.
            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 Alexandra Barone at 202-551-8816 or Kathleen Krebs at 202-551-3350
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael P. Heinz, Esq.

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 November 13, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
 Chen Chen

Kathleen Collins

 Kyle Wiley

Matthew Crispino

Re:

7GC & Co. Holdings Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed November 8, 2023
File
No. 333-274278

 Ladies and Gentlemen:

On behalf of 7GC & Co. Holdings Inc. (the “Company,” “7GC,”
“we,” “our” or “us”), we transmit herewith Amendment No. 6 (“Amendment No. 6”) to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated November 9, 2023 (the
“Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in Amendment No. 6, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 6.

 U.S. Securities and Exchange Commission

November 13, 2023

  Page
 2

 Risk Factors

7GC’s public stockholders will experience immediate dilutions as a consequence of the issuance of New Banzai Class A shares..., page 55

1.
 We note from your revised disclosure on page 55 that immediately following the Business Combination, Banzai
securityholders will collectively own 23.4% under the no redemption scenario. Please tell us whether the reference to “collectively” is intended to include Banzai Management stockholders. If so, revise the percentage accordingly or
alternatively disclose Banzai Management’s percentage ownership following the Closing.

 Response: The Company
acknowledges the Staff’s comment and has made changes on page 56 of Amendment No. 6.

 Unaudited Pro Forma Condensed Combined
Financial Information, page 76

2.
 We note that you have removed any reference to the GEM financing from your pro forma financial statements.
Please clarify whether you still intend to draw down $40.0 million under this Agreement and if so when. While we understand that such funds will not satisfy the minimum cash requirement necessary to complete the Business Combination, to the
extent you intend to draw on this Agreement soon after Closing, please revise to include a discussion of the impact of this transaction in the notes to the pro forma financial statements including the potential impact to pro forma shares outstanding
and pro forma net loss per share in Note 4. Similarly, include a discussion of the additional shares that will be issued to Cantor following Closing.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 89-91 of Amendment No. 6. The Company has made
corresponding changes on pages xxi, xxx, 16, 56, 73-74, 81, 136, and 139.

3.
 Please address the following as it relates to your pro forma financial statements:

•

 You state that pro forma adjustment G assumes the repayment of the 2022 Promissory Note using proceeds received
from “the financing transaction described above.” Clarify what financing transaction you are referring to or revise.

•

 Revise the reference to pro forma adjustment G in the maximum redemption column to refer instead to pro forma
adjustment F.

 Response: The Company acknowledges the Staff’s comment and has made changes on pages 82 and 88 of Amendment
No. 6.

 7GC & Co. Holdings Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 10. Subsequent Events, page F-25

 U.S. Securities and Exchange Commission

November 13, 2023

  Page
 3

4.
 Please revise to include a discussion of the Fee Reduction Agreement related to your deferred offering
costs. Refer to ASC 855-10-50-2.

Response: The Company acknowledges the Staff’s comment and has made changes on page F-26 of Amendment No. 6.

Exhibits and Financial Statement Schedules, page II-5

5.
 Please revise to provide a signed, final copy of the Share Purchase Agreement by and among New Banzai, Gem
Global Yield LLC SCS and GEM Yield Bahamas Limited.

 Response: The Company acknowledges the Staff’s comment and has
filed the executed, final copy of the Share Purchase Agreement with Amendment No. 6.

 If you have any questions regarding the
foregoing or Amendment No. 5, please contact the undersigned at (212) 839-5444.

Very truly yours,

 /s/ Michael P. Heinz

Michael P. Heinz

cc:
 Jack Leeney, 7GC & Co. Holdings Inc.

CORRESP
1
filename1.htm

CORRESP

 7GC & CO. HOLDINGS INC.

388 Market Street, Suite 1300

 San
Francisco, CA 94111

 628-400-9284

November 13, 2023

 VIA EDGAR
SUBMISSION

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Chen Chen

 Kathleen Collins

Kyle Wiley

 Matthew Crispino

Re:

7GC & Co. Holdings Inc.

Registration Statement on Form S-4

File No. 333-274278

Acceleration Request

 Requested Date: November 13, 2023

 Requested Time: 5:00 P.M., Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, 7GC & Co. Holdings Inc. (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-4, as amended, Registration Number 333-274278 (the
“Registration Statement”), be accelerated so that the Company’s Registration Statement will become effective at 5:00 P.M., Eastern Time, on November 13, 2023, or as soon thereafter as practicable or at such later
time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin
LLP at (212) 839-5444.

Very truly yours,

/s/ Jack Leeney

 Jack Leeney

 Chief Executive
Officer

cc:
 Michael P. Heinz, Sidley Austin LLP

Jocelyne E. Kelly, Sidley Austin LLP

United States securities and exchange commission logo
November 9, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed November 2, 2023
File No. 333-274278
Dear Jack Leeney:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our November 3, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
Risk Factors
7GC's public stockholders will experience immediate dilutions as a consequence of the issuance
of New Banzai Class A shares..., page 55
1.We note from your revised disclosure on page 55 that immediately following the Business
Combination, Banzai securityholders will collectively own 23.4% under the no
redemption scenario. Please tell us whether the reference to “collectively” is intended to
include Banzai Management stockholders. If so, revise the percentage accordingly or
alternatively disclose Banzai Management’s percentage ownership following the Closing.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 November 9, 2023 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
November 9, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 76
2.We note that you have removed any reference to the GEM financing from your pro forma
financial statements. Please clarify whether you still intend to draw down $40.0 million
under this Agreement and if so when. While we understand that such funds will not satisfy
the minimum cash requirement necessary to complete the Business Combination, to the
extent you intend to draw on this Agreement soon after Closing, please revise to include a
discussion of the impact of this transaction in the notes to the pro forma financial
statements including the potential impact to pro forma shares outstanding and pro forma
net loss per share in Note 4. Similarly, include a discussion of the additional shares that
will be issued to Cantor following Closing.
3.Please address the following as it relates to your pro forma financial statements:
•You state that pro forma adjustment G assumes the repayment of the 2022
Promissory Note using proceeds received from "the financing transaction described
above." Clarify what financing transaction you are referring to or revise.
•Revise the reference to pro forma adjustment G in the maximum redemption column
to refer instead to pro forma adjustment F.
7GC & Co. Holdings Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 10. Subsequent Events, page F-25
4.Please revise to include a discussion of the Fee Reduction Agreement related to your
deferred offering costs. Refer to ASC 855-10-50-2.
Exhibits and Financial Statement Schedules, page II-5
5.Please revise to provide a signed, final copy of the Share Purchase Agreement by and
among New Banzai, Gem Global Yield LLC SCS and GEM Yield Bahamas Limited.
            Please contact Kathleen Collins at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Kyle Wiley at 202-344-
5791 or Matthew Crispino at 202-551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Heinz

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

 NEW YORK, NY 10019

+1 212 839 5300

 +1 212 839 5599 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 November 8, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
 Chen Chen

Kathleen Collins

 Kyle Wiley

Matthew Crispino

Re:
 7GC & Co. Holdings Inc.

Amendment No. 4 to Registration Statement on Form S-4

Filed November 2, 2023

File No. 333-274278

Ladies and Gentlemen:

 On behalf of
7GC & Co. Holdings Inc. (the “Company,” “7GC,” “we,” “our” or “us”), we transmit herewith Amendment No. 5
(“Amendment No. 5”) to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) via the
Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated November 3, 2023 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented
in bold font type.

 The responses below follow the sequentially numbered comments from the Letter. All page references
in the responses set forth below refer to page numbers in Amendment No. 5, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 5.

Amendment No. 4 to Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Information, page 77

 U.S. Securities and Exchange Commission

November 8, 2023

 Page 2

1.
 We note from your revised disclosures in response to prior comment 1, 7GC expects to satisfy the minimum
cash condition that the Net Transaction Proceeds at closing will be equal or greater than $5.0 million (Minimum Cash Condition) through the Pipe transaction and bridge financing (Contemplated Financing Transactions) or other financing
arrangements. We further note the definition of Net Transaction Proceeds includes cash proceeds to be received from any financing, whether equity or debt, at or immediately following the Closing. Please tell us whether the entire $40.0 million
you anticipate receiving from the GEM Agreement satisfies the “at or immediately following the Closing” criteria in calculating Net Transaction Proceeds. If not, revise your pro forma financial statements to only include the funds from the
GEM financing that will be received at Closing and can be used to satisfy the Minimum Cash Condition requirements. Also, include a discussion in the introductory paragraphs addressing the fact that if the Contemplated Financing Transactions are not
effectuated, the Minimum Cash Condition may not be met under certain scenarios such that the Business Combination may not be completed. Similar revisions should be made to your Source and Use of Funds disclosures elsewhere in the filing.

 Response: The Company acknowledges the Staff’s comment and has made changes on pages xxi-xxii, xxix, 15-16, 23-25,
78-83, 85-87, and 131-135 of Amendment No. 5 to only include in its pro forma financial statements and Source and Use of Funds disclosures those funds that will be available at or immediately following the Closing and to exclude any cash
proceeds that may be received from the Contemplated Financing Transactions (as such transactions are not yet “probable” within the meaning of Regulation S-X Item
11-01(a)(8)) and the GEM Agreement (as funds in connection with drawdowns under the GEM Agreement will not be received until after the Closing). The Company has additionally made changes on pages 25,
59-60, 79, and 134-135 of Amendment No. 5 to discuss the fact that if the Contemplated Financing Transactions are not effectuated, the Minimum Cash Condition may not be met in a maximum or 75% redemption level scenario and, as a result, the
Business Combination may not be completed.

 If you have any questions regarding the foregoing or Amendment No. 5, please contact the
undersigned at (212) 839-5444.

 Very truly yours,

 /s/ Michael P. Heinz

Michael P. Heinz

cc:
 Jack Leeney, 7GC & Co. Holdings Inc.

United States securities and exchange commission logo
November 3, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed November 2, 2023
File No. 333-274278
Dear Jack Leeney:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 30, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 77
1.We note from your revised disclosures in response to prior comment 1, 7GC expects to
satisfy the minimum cash condition that the Net Transaction Proceeds at closing will be
equal or greater than $5.0 million (Minimum Cash Condition) through the Pipe transaction
and bridge financing (Contemplated Financing Transactions) or other financing
arrangements. We further note the definition of Net Transaction Proceeds includes cash
proceeds to be received from any financing, whether equity or debt, at or immediately
following the Closing. Please tell us whether the entire $40.0 million you anticipate
receiving from the GEM Agreement satisfies the "at or immediately following the
Closing" criteria in calculating Net Transaction Proceeds. If not, revise your pro forma
financial statements to only include the funds from the GEM financing that will be
received at Closing and can be used to satisfy the Minimum Cash Condition
requirements. Also, include a discussion in the introductory paragraphs addressing the fact

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 November 3, 2023 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
November 3, 2023
Page 2
that if the Contemplated Financing Transactions are not effectuated, the Minimum Cash
Condition may not be met under certain scenarios such that the Business Combination
may not be completed. Similar revisions should be made to your Source and Use of Funds
disclosures elsewhere in the filing.
            Please contact Kathleen Collins at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Kyle Wiley at 202-344-
5791 or Matthew Crispino at 202-551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Heinz

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 November 2, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn:  Chen Chen

 Kathleen Collins

 Kyle Wiley

  Matthew
Crispino

Re:   

7GC & Co. Holdings Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed October 26, 2023
File
No. 333-274278

 Ladies and Gentlemen:

On behalf of 7GC & Co. Holdings Inc. (the “Company,” “7GC,”
“we,” “our” or “us”), we transmit herewith Amendment No. 4 (“Amendment No. 4”) to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated October 30, 2023 (the
“Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in Amendment No. 4, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 4.

Amendment No. 3 to Registration Statement on Form S-4

Summary of Proxy Statement/Prospectus

 U.S. Securities and Exchange Commission

November 2, 2023

  Page
 2

 Sources and Uses of Funds for the Business Combination, page 23

1.
 Your sources of funds assumes that you will enter into a $20.0 million Pipe transaction and a
$5.0 million bridge funding prior to closing. Please tell us, and revise to clarify, the current status of such funding. To the extent these transactions may not close as anticipated, tell us why you believe inclusion of such amounts in your
sources of funds assumptions is appropriate.

 Response: The Company acknowledges the Staff’s comment and has made
changes on pages 23-26, 29, 61-62, 113, and 133-137 of Amendment No. 4 to (i) provide details with respect to the status of the intended PIPE transaction and bridge funding; (ii) disclose the impact of such financing arrangements to
the Minimum Cash Condition; and (iii) include a risk factor to address potential consequences in the event that such PIPE transaction and bridge funding or other financing arrangements are not completed and the Minimum Cash Condition is not
satisfied.

 The Company has included the target amounts for the Contemplated Financing Transactions as such financing options were considered by 7GC
management in its evaluation of Banzai as a prospective target business for 7GC’s initial business combination and because such financing arrangements may impact 7GC’s ability to satisfy the Minimum Cash Condition pursuant to the Merger
Agreement.

 Stockholder Proposal No. 4 – The Direction Election Proposal, page 140

2.
 Your revised disclosure in response to prior comment 1 appears to indicate that Banzai designated four of
the five New Banzai Board members. However, your disclosures here continue to indicate that the 7GC Board nominated each of the new Banzai Board members. Please revise to clarify this apparent inconsistency.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 27, 77, 137-138, and 144 of Amendment No. 4 to
distinguish Banzai’s designation of members to the New Banzai Board from the 7GC Board’s nomination of such members for public stockholders’ consideration in the Director Election Proposal. We respectfully inform the Staff that all
five of the proposed New Banzai Board members, which includes the four individuals designated by Banzai, will be nominated by the 7GC Board for consideration for election by 7GC stockholders at the Special Meeting.

 U.S. Securities and Exchange Commission

November 2, 2023

  Page
 3

 If you have any questions regarding the foregoing or Amendment No. 4, please contact the
undersigned at (212) 839-5444.

Very truly yours,

/s/ Michael P. Heinz

Michael P. Heinz

 cc:  Jack Leeney, 7GC & Co. Holdings Inc.

United States securities and exchange commission logo
October 30, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed October 26, 2023
File No. 333-274278
Dear Jack Leeney:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 24, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Summary of Proxy Statement/Prospectus
Sources and Uses of Funds for the Business Combination, page 23
1.Your sources of funds assumes that you will enter into a $20.0 million Pipe transaction
and a $5.0 million bridge funding prior to closing. Please tell us, and revise to clarify, the
current status of such funding. To the extent these transactions may not close as
anticipated, tell us why you believe inclusion of such amounts in your sources of funds
assumptions is appropriate.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 October 30, 2023 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
October 30, 2023
Page 2
Stockholder Proposal No. 4 - The Direction Election Proposal, page 140
2.Your revised disclosure in response to prior comment 1 appears to indicate that Banzai
designated four of the five New Banzai Board members. However, your disclosures here
continue to indicate that the 7GC Board nominated each of the new Banzai Board
members. Please revise to clarify this apparent inconsistency.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Heinz

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 October 26, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn:  Chen Chen

 Kathleen Collins

 Kyle Wiley

  Matthew
Crispino

 Re:     7GC & Co. Holdings Inc.

  Amendment No. 2 to Registration Statement on Form S-4

  Filed October 18, 2023

  File No. 333-274278

Ladies and Gentlemen:

 On behalf of
7GC & Co. Holdings Inc. (the “Company,” “7GC,” “we,” “our” or “us”), we transmit herewith Amendment No. 3
(“Amendment No. 3”) to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) via the
Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated October 24, 2023 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented
in bold font type.

 The responses below follow the sequentially numbered comments from the Letter. All page references
in the responses set forth below refer to page numbers in Amendment No. 3, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Information, page 75

 U.S. Securities and Exchange Commission

October 26, 2023

 Page 2

1.
 We note that Stockholder Proposal No. 4 has been revised such that holders of 7GC common stock will
elect all five directors to the New Banzai Board. Your disclosure here and on page 134 states that Banzai’s directors and individuals designated by, or representing, Banzai’s existing shareholders will constitute at least four of the five
members of the initial New Banzai Board following consummation of the Business Combination. Please clarify whether at least four of the current nominees meet this criterion or revise as necessary.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 75 and 134 of Amendment No. 3 to clarify that four of
the five director nominees to the New Banzai Board have been designated by Banzai,

 Stockholder Proposal No. 1—The Business Combination
Proposal

 Expected Accounting Treatment, page 133

2.
 We note your revised disclosures in response to prior comment 2. However, the bullet points on page 134
continue to refer to Banzai’s existing shareholders having a majority interest under both the no redemption and maximum redemption scenarios, which is not the case. Please revise.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 75 and 134 of Amendment No. 3.

Beneficial Ownership of Securities, page 231

3.
 We note your response to prior comment 4. Please disclose the natural person(s) that hold investment and/or
voting power over the voting securities beneficially owned by Polar Asset Management Partners Inc.

 Response: The Company
acknowledges the Staff’s comment and respectfully informs the Staff that the Company has included all relevant information disclosed in the Schedule 13G filed by Polar Asset Management Partners Inc. (“Polar”) with the
Commission on February 14, 2023, which does not include any natural person information, and is relying on the information contained in such Schedule 13G in accordance with Instruction 3 to Regulation S-K
403. Polar is a passive investor in the Company and is not affiliated with, controlled by or under common control with either the Company or Banzai, or any members of the management teams of the Company or Banzai. Moreover, Polar does not have any
contractual arrangements with the Company or Banzai, and is not a party to, or otherwise involved in, the proposed Transactions (as financing partner, adviser, or otherwise) other than being a passive stockholder of the Company. In addition,
representatives of the Company have requested such information (via email) regarding the natural person(s) that hold investment and/or voting power over the voting securities beneficially owned by Polar from a contact at Polar and, to date, have not
received a response from Polar.

 U.S. Securities and Exchange Commission

October 26, 2023

 Page 3

 If you have any questions regarding the foregoing or Amendment No. 3, please contact the
undersigned at (212) 839-5444.

Very truly yours,

/s/ Michael P. Heinz

Michael P. Heinz

cc:
 Jack Leeney, 7GC & Co. Holdings Inc.

United States securities and exchange commission logo
October 24, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 18, 2023
File No. 333-274278
Dear Jack Leeney:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 75
1.We note that Stockholder Proposal No. 4 has been revised such that holders of 7GC
common stock will elect all five directors to the New Banzai Board. Your disclosure here
and on page 134 states that Banzai's directors and individuals designated by, or
representing, Banzai's existing shareholders will constitute at least four of the five
members of the initial New Banzai Board following consummation of the Business
Combination. Please clarify whether at least four of the current nominees meet this
criterion or revise as necessary.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 October 24, 2023 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
October 24, 2023
Page 2
Stockholder Proposal No. 1 - The Business Combination Proposal
Expected Accounting Treatment, page 133
2.We note your revised disclosures in response to prior comment 2. However, the bullet
points on page 134 continue to refer to Banzai's existing shareholders having a majority
interest under both the no redemption and maximum redemption scenarios, which is not
the case. Please revise.
Beneficial Ownership of Securities, page 231
3.We note your response to prior comment 4. Please disclose the natural person(s) that hold
investment and/or voting power over the voting securities beneficially owned by Polar
Asset Management Partners Inc.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Heinz

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 October 18, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:

 Chen Chen

 Kathleen Collins

Kyle Wiley

 Matthew
Crispino

 Re:

 7GC & Co. Holdings Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed October 3, 2023

File No. 333-274278

 Ladies and Gentlemen:

On behalf of 7GC & Co. Holdings Inc. (the “Company,” “7GC,”
“we,” “our” or “us”), we transmit herewith Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated October 12, 2023 (the
“Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in Amendment No. 2, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

 U.S. Securities and Exchange Commission

October 18, 2023

 Page 2

Registration Statement on Form S-4

Questions and Answers

 Why is 7GC proposing
the Business Combination?, page xx

1.
 We note your response to prior comment 3. Please also include this disclosure elsewhere throughout your
filing (e.g., Questions and Answers, Summary of the Proxy Statement/Prospectus).

 Response: The Company acknowledges the
Staff’s comment and has made changes on pages xxvi, xxxv, 16, 23, and 130 of Amendment No. 2.

 Unaudited Pro Forma Condensed Combined
Financial Information, page 75

2.
 We note your revised disclosures in response to prior comment 4. Please revise your statement that Banzai
“will retain a majority of the outstanding shares of New Banzai as of the closing of the Business Combination.” In this regard, Banzai shareholders will hold a 43% interest in New Banzai under the no redemption scenario, which is not a
“majority” interest.

 Response: The Company acknowledges the Staff’s comment and has made changes on pages 25
and 133 of Amendment No. 2.

 Information about Banzai

Market Size, page 189

3.
 We note your response to prior comment 10 and reissue it, in part. Please disclose any material limitations
associated with the estimates.

 Response: The Company acknowledges the Staff’s comment and has made changes on page 190
of Amendment No. 2.

 Beneficial Ownership of Securities, page 230

4.
 Please disclose the natural person(s) that hold investment and/or voting power over the voting securities
beneficially owned by the 5% stockholders.

 Response: The Company acknowledges the Staff’s comment and has made changes
on pages 234-235 of Amendment No. 2.

 U.S. Securities and Exchange Commission

October 18, 2023

 Page 3

Banzai International Audited Consolidated Financial Statements

Note 16. Equity, page F-115

5.
 We note from your response to prior comment 8 that the Banzai’s Class B pre-merger common stock has different voting rights than the Class A shares. Please revise here to include a discussion of the pertinent rights and privileges for each class of common stock outstanding. Refer
to ASC 505-10-50-3.

Response: The Company acknowledges the Staff’s comment and has made changes on pages F-78 and F-115 of Amendment No. 2. Banzai’s Class B pre-merger common stock and Class A pre-merger common stock have the
same rights and privileges other than with respect to the fact that the shares of Class A common stock entitle their holders to one vote per share and the shares of Class B common stock entitle their holders to 10 votes per share.

If you have any questions regarding the foregoing or Amendment No. 2, please contact the undersigned at (212) 839-5444.

Very truly yours,

/s/ Michael P. Heinz

Michael P. Heinz

 cc: Jack Leeney, 7GC & Co. Holdings Inc.

United States securities and exchange commission logo
October 12, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 3, 2023
File No. 333-274278
Dear Jack Leeney:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our September 27, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers
Why is 7GC proposing the Business Combination?, page xx
1.We note your response to prior comment 3. Please also include this disclosure elsewhere
throughout your filing (e.g., Questions and Answers, Summary of the Proxy
Statement/Prospectus).
Unaudited Pro Forma Condensed Combined Financial Information, page 75
2.We note your revised disclosures in response to prior comment 4. Please revise your
statement that Banzai "will retain a majority of the outstanding shares of New Banzai as
of the closing of the Business Combination." In this regard, Banzai shareholders will hold
a 43% interest in New Banzai under the no redemption scenario, which is not a "majority"
interest.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 October 12, 2023 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
October 12, 2023
Page 2
Information about Banzai
Market Size, page 189
3.We note your response to prior comment 10 and reissue it, in part. Please disclose any
material limitations associated with the estimates.
Beneficial Ownership of Securities, page 230
4.Please disclose the natural person(s) that hold investment and/or voting power over the
voting securities beneficially owned by the 5% stockholders.
Banzai International Audited Consolidated Financial Statements
Note 16. Equity, page F-115
5.We note from your response to prior comment 8 that the Banzai's Class B pre-merger
common stock has different voting rights than the Class A shares. Please revise here to
include a discussion of the pertinent rights and privileges for each class of common stock
outstanding. Refer to ASC 505-10-50-3.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Heinz

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 October 3, 2023

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
 Chen Chen

Kathleen Collins

 Kyle Wiley

Matthew Crispino

Re:
 7GC & Co. Holdings Inc.

Registration Statement on Form S-4

Filed August 31, 2023

File No. 333-274278

Ladies and Gentlemen:

 On behalf of
7GC & Co. Holdings Inc. (the “Company,” “7GC,” “we,” “our” or “us”), we transmit herewith Amendment No. 1
(“Amendment No. 1”) to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) via the
Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated September 27, 2023 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments
presented in bold font type.

 The responses below follow the sequentially numbered comments from the Letter. All page
references in the responses set forth below refer to page numbers in Amendment No. 1, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 1.

 U.S. Securities and Exchange Commission

October 3, 2023

  Page
 2

 Registration Statement on Form S-4

Cover Page

1.
 Please disclose on the cover page that your offering is contingent upon final approval of your NASDAQ
listing. Also, discuss the dual class structure and differing voting rights of each class of stock that are expected to be in place after the business combination. Highlight that the dual class structure will have the effect of concentrating voting
control with New Banzai’s CEO. Additionally, if you will be considered a controlled company, please include disclosure of your controlled company status on the cover page and state whether you intend to rely on exemptions from listing standards
as a controlled company.

 Response: The Company acknowledges the Staff’s comment and has made changes on the cover page
of the proxy statement/prospectus. Additional edits related to the Company’s status as a controlled company have been made on pages 28, 62, 227-229 and 234 of Amendment No. 1.

Notice of Special Meeting in Lieu of 2023 Annual Meeting of Stockholders, page iii

2.
 We note in your reference to Proposals 2A, B, C, D, and E in the summary of Proposal No. 3G. However,
Proposal 2 does not appear to be broken down into sub parts. Please revise to address this inconsistency or advise.

 Response:
The Company acknowledges the Staff’s comment and has made changes on pages iv, xix and 2 of Amendment No. 1.

 Questions and Answers

 Why is 7GC proposing the Business Combination?, page xx

3.
 We note that one of the potentially material negative factors the board considered in evaluating the
business combination is that a significant number of 7GC stockholders may elect to redeem their public shares prior to the consummation of the Business Combination. To provide context for investors, wherever you discuss the possibility of
redemptions, please disclose the number of shares that have already been redeemed by your stockholders.

 Response: The Company
acknowledges the Staff’s comment and has made changes on pages 51, 57 and 113 of Amendment No. 1.

 U.S. Securities and Exchange Commission

October 3, 2023

  Page
 3

 Unaudited Pro Forma Condensed Combined Financial Information, page 74

4.
 Please revise here to include a discussion, similar to your disclosures on page 132, of the various factors
considered in determining that the Business Combination should be accounted for as a reverse recapitalization. Ensure you address the fact that Banzai’s existing shareholders will have the greatest voting interest in new Banzai due to the dual
class structure.

 Response: The Company acknowledges the Staff’s comment and has made changes on page 75 of Amendment
No. 1 to include a discussion of the various factors considered in determining that the Business Combination should be accounted for as a reverse recapitalization, similar to our disclosures on pages 133-134 of Amendment No. 1. Our changes
address the fact that Banzai’s existing shareholders will have the greatest voting interest in New Banzai due to the dual class structure.

5.
 Revise the column headers in the pro forma financial statements to refer to Transaction Accounting
Adjustments and Pro Forma Combined assuming “no” or “no further” redemptions rather than “minimum” redemptions as currently disclosed.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 77-79, 81-82 and 86 of Amendment No. 1 to revise the
column headers in the pro forma financial statements from “Assuming No Additional Redemptions” to “Assuming No Redemptions” and from “Assuming Minimum Redemptions” to “Assuming No Redemptions”.

Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 83

6.
 Please tell us, and revise to clarify, how you determined that Banzai will draw down $40.0 million
under the terms of the GEM Agreement. Also, you state in pro forma adjustment A that such shares will be issued over a specified time period pursuant to the terms of the GEM Agreement. Revise to include a discussion of the amount and timing for each
tranche.

 Response: The Company acknowledges the Staff’s comment and has made changes on page 84 of Amendment No. 1.

7.
 We note that pro forma adjustment H reflects a reduction in current liabilities for the repayment of
$2.3 million of 7GC Promissory Notes outstanding at June 30, 2023. Please revise to clarify how such payment was made and tell us where the offsetting amount is reflected in the pro forma financial statements.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 79 and 85 of Amendment No. 1. The Company respectfully
informs the Staff that the offsetting amount is now reflected as a reduction of cash and cash equivalents.

 U.S. Securities and Exchange Commission

October 3, 2023

  Page
 4

8.
 We note that Banzai’s CEO and co-founder will receive shares of
New Banzai Class B common stock, which entitles the holder to 10 votes per share. Please tell us whether the Class B common stock held by Mr. Davy prior to the merger carried different voting rights than the Class A common shares
and provide us with the percentage of voting control held by Mr. Davy prior to the merger. Also, tell us how you considered whether Mr. Davy’s voting rights in New Banzai constituted a modification to the founder’s equity and
whether you intend to record additional compensation expense as a result of such modification. Refer to ASC 718-20-35-2A. If so,
please revise to include the necessary pro forma adjustment to reflect such expense.

 Response: The Company acknowledges the
Staff’s comment and respectfully informs that Staff that the Class B common stock of Banzai held by Mr. Davy prior to the merger does carry different voting rights than the Class A common shares of Banzai, as the Class A
common shares of Banzai entitle their holders to only one vote per share, but does not carry different voting rights than the New Banzai Class B common stock Mr. Davy will receive following the merger. The Class B common stock
currently held by Mr. Davy entitles him to 10 votes per share, which is approximately 55.81% of the voting control of Banzai. Following the merger, Mr. Davy’s ownership of New Banzai Class B common stock will continue to entitle
him to 10 votes per share of New Banzai Class B common stock, and the New Banzai Class A common stock will entitle holders to one vote per share.

Further in response to the Staff’s comment, the Company has reviewed the guidance in ASC
718-20-35-2A with respect to whether Mr. Davy’s voting rights in New Banzai would constitute a modification to the
founder’s equity. In summary, the Company has determined that a pro forma adjustment would not be required as Mr. Davy’s voting rights before and after the merger do not change and thus would not constitute a modification to the
founder’s equity.

9.
 You state that pro forma adjustment G assumes a scenario in which 3,329,638 public shares are redeemed for
$35.2 million. Please explain why the transaction adjustment under the maximum redemption scenario in the pro forma balance sheet includes an adjustment for only ($35,205) or revise. In addition, provide us with the calculations that support
the $35,205,207 in pro forma cash and cash equivalents under the minimum redemption scenario after giving effect to pro forma adjustments A, B, E and I, and ensure the amounts in this minimum redemption column foot.

Response: The Company acknowledges the Staff’s comment and has made changes on page 79 of Amendment No. 1. The Company respectfully informs
the Staff that the adjustment of ($35,205) has been corrected to ($35,205,207) and that the pro forma cash and cash equivalents balance of $35,205,207 under the “Assuming No Redemption” scenario has been corrected to $53,062,974. The
Company has ensured the $53,062,974 in the “Assuming No Redemption” scenario, after giving effect to pro forma adjustments A, B, E, and I, correctly foots for this column.

 U.S. Securities and Exchange Commission

October 3, 2023

  Page
 5

 Information about Banzai

Market Size, page 188

10.
 Please disclose how Winterberry calculated Banzai’s total addressable market and serviceable
addressable market. Disclose any material assumptions and limitations associated with the estimates. Also, file Winterberry’s consent as an exhibit to the registration statement or tell us why a consent is not required. See Securities Act Rule
436.

 Response: The Company acknowledges the Staff’s comment and has made changes on page 189-190 of Amendment
No. 1. The Company further respectfully advises the Staff that Winterberry’s consent has been filed as Exhibit 23.4 to Amendment No. 1.

Banzai Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics, page 195

11.
 Please revise to provide quantified information for each of the key business metrics discussed here for each
period presented. Refer to SEC Release No. 33-10751.

 Response: The Company
acknowledges the Staff’s comment and has made changes on pages 196-199 of Amendment No. 1.

 Executive and Director Compensation of Banzai
Employment Arrangements, page 219

12.
 We note that prior to the consummation of the Business Combination, you expect to enter into employment
agreements with Mr. Davy, Mr. Baumer, Ms. Levesque, and Ms. Stanley. Please confirm that you will file such agreements as exhibits to the registration statement when available. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.

 Response: The Company acknowledges the Staff’s comment and has made changes on
page 221 of Amendment No. 1. The Company respectfully informs the Staff that the Company no longer expects to enter into employment agreements with Mr. Davy, Mr. Baumer, Ms. Levesque and Ms. Stanley prior to the consummation
of the Business Combination.

 Beneficial Ownership of Securities, page 228

13.
 Please revise your beneficial ownership table to disclose the Banzai securities beneficially owned before
the offering or tell us why you believe you are not required to do so. Refer to Item 403 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and has made changes on pages 232 and 234 of Amendment No. 1.

 U.S. Securities and Exchange Commission

October 3, 2023

  Page
 6

 Consolidated Financial Statements of Banzai International, Inc.

Note 6. Revenue, page F-100

14.
 We note your reference to both annual and multi-year contracts on page
F-106. Please tell us the percentage of revenue generated from each of annual and multi-year contracts for the periods presented. Also, tell us how you considered the disclosure requirements of ASC 606-10-50-13 and 50-14 and revise as necessary.

Response: The Company acknowledges the Staff’s comments and respectfully informs that Staff that the percentage of revenue generated from each of
annual and multi-year contracts for the periods presented are as presented in the table below:

Annual or Less Contracts

Multi-year Contracts

 Year ended December 31, 2021

98.13
%

1.87
%

 Year ended December 31, 2022

97.89
%

2.11
%

 Six months ended June 30, 2022

98.01
%

1.99
%

 Six months ended June 30, 2023

97.79
%

2.21
%

 Further in response to the Staff’s comments, the Company has reviewed the guidance in ASC 606-10-50-13 and 50-14. In summary, the Company has determined that additional disclosures are
not necessary due to the immaterial nature of the portion of revenue related to multi-year contracts reflected in the table above.

 If you
have any questions regarding the foregoing or Amendment No. 1, please contact the undersigned at (212) 839-5444.

Very truly yours,

/s/ Michael P. Heinz

Michael P. Heinz

cc:
 Jack Leeney, 7GC & Co. Holdings Inc.

United States securities and exchange commission logo
September 27, 2023
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Registration Statement on Form S-4
Filed August 31, 2023
File No. 333-274278
Dear Jack Leeney:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please disclose on the cover page that your offering is contingent upon final approval of
your NASDAQ listing.  Also, discuss the dual class structure and differing voting rights of
each class of stock that are expected to be in place after the business combination.
Highlight that the dual class structure will have the effect of concentrating voting control
with New Banzai's CEO.  Additionally, if you will be considered a controlled company,
please include disclosure of your controlled company status on the cover page and state
whether you intend to rely on exemptions from listing standards as a controlled company.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 September 27, 2023 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
September 27, 2023
Page 2
Notice of Special Meeting in Lieu of 2023 Annual Meeting of Stockholders, page iii
2.We note in your reference to Proposals 2A, B, C, D, and E in the summary of Proposal
No. 3G. However, Proposal 2 does not appear to be broken down into sub parts. Please
revise to address this inconsistency or advise.
Questions and Answers
Why is 7GC proposing the Business Combination?, page xx
3.We note that one of the potentially material negative factors the board considered in
evaluating the business combination is that a significant number of 7GC stockholders may
elect to redeem their public shares prior to the consummation of the Business
Combination.  To provide context for investors, wherever you discuss the possibility of
redemptions, please disclose the number of shares that have already been redeemed by
your stockholders.
Unaudited Pro Forma Condensed Combined Financial Information, page 74
4.Please revise here to include a discussion, similar to your disclosures on page 132, of the
various factors considered in determining that the Business Combination should be
accounted for as a reverse recapitalization.  Ensure you address the fact that Banzai's
existing shareholders will have the greatest voting interest in new Banzai due to the dual
class structure.
5.Revise the column headers in the pro forma financial statements to refer to Transaction
Accounting Adjustments and Pro Forma Combined assuming "no" or "no further"
redemptions rather than "minimum" redemptions as currently disclosed.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
83
6.Please tell us, and revise to clarify, how you determined that Banzai will draw down $40.0
million under the terms of the GEM Agreement.  Also, you state in pro forma adjustment
A that such shares will be issued over a specified time period pursuant to the terms of the
GEM Agreement.  Revise to include a discussion of the amount and timing for each
tranche.
7.We note that pro forma adjustment H reflects a reduction in current liabilities for the
repayment of $2.3 million of 7GC Promissory Notes outstanding at June 30, 2023.  Please
revise to clarify how such payment was made and tell us where the offsetting amount is
reflected in the pro forma financial statements.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 September 27, 2023 Page 3
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
September 27, 2023
Page 3
8.We note that Banzai's CEO and co-founder will receive shares of New Banzai Class B
common stock, which entitles the holder to 10 votes per share.  Please tell us whether the
Class B common stock held by Mr. Davy prior to the merger carried different voting
rights than the Class A common shares and provide us with the percentage of voting
control held by Mr. Davy prior to the merger.  Also, tell us how you considered whether
Mr. Davy's voting rights in New Banzai constituted a modification to the founder’s equity
and whether you intend to record additional compensation expense as a result of such
modification.  Refer to ASC 718-20-35-2A. If so, please revise to include the necessary
pro forma adjustment to reflect such expense.
9.You state that pro forma adjustment G assumes a scenario in which 3,329,638 public
shares are redeemed for $35.2 million.  Please explain why the transaction adjustment
under the maximum redemption scenario in the pro forma balance sheet includes an
adjustment for only ($35,205) or revise.  In addition, provide us with the calculations that
support the $35,205,207 in pro forma cash and cash equivalents under the minimum
redemption scenario after giving effect to pro forma adjustments A, B, E and I, and ensure
the amounts in this minimum redemption column foot.
Information about Banzai
Market Size, page 188
10.Please disclose how Winterberry calculated Banzai's total addressable market and
serviceable addressable market. Disclose any material assumptions and limitations
associated with the estimates. Also, file Winterberry's consent as an exhibit to the
registration statement or tell us why a consent is not required. See Securities Act Rule
436.
Banzai Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics, page 195
11.Please revise to provide quantified information for each of the key business metrics
discussed here for each period presented.  Refer to SEC Release No. 33-10751.
Executive and Director Compensation of Banzai
Employment Arrangements, page 219
12.We note that prior to the consummation of the Business Combination, you expect to enter
into employment agreements with Mr. Davy, Mr. Baumer, Ms. Levesque, and
Ms. Stanley.   Please confirm that you will file such agreements as exhibits to the
registration statement when available.  Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 September 27, 2023 Page 4
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
September 27, 2023
Page 4
Beneficial Ownership of Securities, page 228
13.Please revise your beneficial ownership table to disclose the Banzai securities beneficially
owned before the offering or tell us why you believe you are not required to do so. Refer
to Item 403 of Regulation S-K.
Consolidated Financial Statements of Banzai International, Inc.
Note 6. Revenue, page F-100
14.We note your reference to both annual and multi-year contracts on page F-106.  Please tell
us the percentage of revenue generated from each of annual and multi-year contracts for
the periods presented.  Also, tell us how you considered the disclosure requirements of
ASC 606-10-50-13 and 50-14 and revise as necessary.
            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.
            You may contact Chen Chen, Senior Staff Accountant, at (202) 551-7351 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
(202) 344-5791 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Heinz

United States securities and exchange commission logo
August 8, 2022
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Form 10-K for the Year Ended December 31, 2021
Filed April 1, 2022
File No. 001-39826
Dear Mr. Leeney:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Neuhauser, Esq.

CORRESP
1
filename1.htm

7GC & CO. HOLDINGS INC.

388 Market Street, Suite 1300

San Francisco, CA 94111

  VIA EDGAR
  August 3, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: William Demarest and
Shannon Menjivar

Re: 7GC & Co. Holdings Inc.

Form 10-K for the year ended December
31, 2021

Filed on April 1, 2022

File No. 001-39826

Dear Mr. Demarest and Ms. Menjivar:

7GC & Co. Holdings Inc. (the “Company”)
hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission, dated July 25, 2022. For the Staff’s convenience, we have repeated below the Staff’s comment in bold
and have followed the comment with the Company’s response.

Form 10-K for the year ended December 31, 2021

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability
to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an
example of your intended disclosure in your response.

U.S. Securities and Exchange Commission

Division of Corporation Finance

August 3, 2022

Page 2

The Company respectfully advises the Staff that its sponsor,
7GC & Co. Holdings LLC, is a Delaware limited liability company, and is neither controlled by, nor does it have substantial ties with,
any non-U.S. person.

* * *

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Joshua Englard,
Esq., of Ellenoff Grossman & Schole LLP, at jenglard@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    7GC & Co. Holdings Inc.

    By:	 /s/ Jack Leeney

    Name: Jack Leeney

    Title: Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
July 25, 2022
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Form 10-K for the Year Ended December 31, 2021
Filed April 1, 2022
File No. 001-39826
Dear Mr. Leeney:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 July 25, 2022 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
July 25, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            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.
            You may contact William Demarest, Staff Accountant at 202-551-3432 or Shannon
Menjivar, Accounting Branch Chief at 202-551-3856 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Neuhauser, Esq.

CORRESP
1
filename1.htm

7GC & Co. Holdings Inc.

388 Market Street, Suite 1300

San Francisco, CA 94111

December 18, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edward M. Kelly

    Re:
    7GC & Co. Holdings Inc.

    Registration Statement on Form S-1, as amended

    Filed December 7, 2020

    File No. 333-251162

Dear Mr. Kelly:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, 7GC & Co. Holdings Inc. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on December 22, 2020, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Jack Leeney

    Jack Leeney

    Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

                                                                                Reed Smith LLP

CORRESP
1
filename1.htm

        December
18, 2020

VIA EDGAR

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    7GC & Co. Holdings Inc.

    Registration Statement on Form S-1

    Filed December 7, 2020, as amended

    File No. 333-251162

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request
of 7GC & Co. Holdings Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. EST on Tuesday, December 22, 2020, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that as of the date hereof, 300 copies of the Preliminary Prospectus dated
December 7, 2020 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

    Very truly yours,

    CANTOR FITZGERALD AND CO.

    By:
    /s/ David Batalion

    Name:
    David Batalion

    Title:
    Managing Director

- 2 -

United States securities and exchange commission logo
December 16, 2020
Jack Leeney
Chief Executive Officer
7GC & Co. Holdings Inc.
388 Market Street, Suite 1300
San Francisco, CA 94111
Re:7GC & Co. Holdings Inc.
Pre-effective Amendment 1 to Registration Statement on Form S-1
Filed December 15, 2020
File No. 333-251162
Dear Mr. Leeney:
            We have reviewed your amended registration statement and have the following
comment.  In our comment we may ask you to provide us information so that we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe that our comment applies to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to the comment, we may have additional comments.
Pre-effective Amendment 1 to Registration Statement on Form S-1 filed December 15, 2020
Exhibit 5.1
Legality Opinion, page 1
1.The legality opinion must be dated.  Please revise.
            You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732 or W. John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202)551-3641 with any other
questions.

 FirstName LastNameJack Leeney
 Comapany Name7GC & Co. Holdings Inc.
 December 16, 2020 Page 2
 FirstName LastName
Jack Leeney
7GC & Co. Holdings Inc.
December 16, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Douglas S. Ellenoff, Esq.

CORRESP
1
filename1.htm

7GC
& Co. Holdings Inc.

388
Market Street, Suite 1300

San
Francisco, CA 94111

VIA
EDGAR

December
16, 2020

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Edward M. Kelly

    Re:

    7GC
        & Co. Holdings Inc.

        Pre-effective
        Amendment 1 to Registration Statement on Form S-1

        Filed
        December 15, 2020

        File
        No. 333-251162

Dear
Mr. Kelly,

7GC
& Co. Holdings Inc. (the “Company” or “we”) hereby transmits the Company’s response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission,
dated December 16, 2020 regarding the Company’s Pre-effective Amendment 1 to Registration Statement on Form S-1 filed on
December 15, 2020 (the “Registration Statement”). For the Staff’s convenience, we have repeated below
the Staff’s comment in bold, and have followed the comment with the Company’s response.

Pre-effective
Amendment 1 to Registration Statement on Form S-1 filed December 15, 2020

Exhibit
5.1

Legality
Opinion, page 1

 1. The
legality opinion must be dated. Please revise.

Response:
We have revised the legality opinion, filed as Exhibit 5.1, to include the date thereof.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free
to contact to our counsel, Stuart Neuhauser, at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Jack Leeney

    Jack
        Leeney, Chief Executive Officer

        7GC
        & Co. Holdings Inc.

 cc: Stuart
Neuhauser, Esq.