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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