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