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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