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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