Banzai International, Inc. has filed a prospectus for the offer and sale of up to 15,000,000 shares of Class A Common Stock by selling securityholders. The shares consist of those issuable pursuant to advances under a standby equity purchase agreement (SEPA) originally dated December 14, 2023, and amended on February 5, 2024. The company will not receive any proceeds from the sale of these shares, though it will pay associated expenses excluding underwriting discounts and commissions.

The filing follows several prior registration statements related to the SEPA. On December 29, 2023, Banzai filed a registration statement on Form S-1 (File No. 333-276307) to register up to 11,453 shares, which was declared effective on February 2, 2024. Subsequently, a Form S-1 (File No. 333-282232) filed on September 20, 2024, registered an additional 2,500,000 shares and was declared effective on September 26, 2024. Another Form S-1 (File No. 333-290241) filed on September 12, 2025, registered a further 2,500,000 shares and was declared effective on September 19, 2025.

The SEPA involves Legacy Banzai, 7GC, and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP. The current filing is intended to register additional shares issuable under the SEPA for resale. The prospectus includes details regarding the securities and the selling securityholder under sections such as "Material Financing Arrangements – SEPA" and "Description of Securities."

Banzai is a marketing technology company providing AI-enabled marketing and sales solutions. The company serves over 150,000 customers, including Amazon, Dell, Salesforce, Aflac, Thermo Fisher Scientific, RBC Wealth Management, and Fitch Group.

Banzai International has completed its acquisition of ConnectAndSell for $13.2 million, a move that doubles its annual revenue and adds an AI sales acceleration platform to its portfolio. The transaction, effective July 2, 2026, brings ConnectAndSell's FY 2025 revenue of $14.7 million and an 86% gross margin into Banzai's operations. The acquisition strengthens Banzai's position as a provider of integrated marketing and sales technology solutions and creates cross-sell opportunities across the combined customer base.

Under the terms of the Asset Purchase Agreement, the purchase consideration is comprised of $5.5 million in cash, $1.8 million in a one-year seller's note, and $5.9 million in Class A Common Stock and Pre-Funded Warrants priced at approximately $2.98 per share. The purchase price represents less than 1.0x ConnectAndSell's FY 2025 revenue. Banzai expects to recognize financial synergies through cost consolidation by the end of FY 2026, which should contribute to profitability and cash flow in FY 2027.

ConnectAndSell serves approximately 250 B2B organizations, including Intuit, RingCentral, Truckstop, and SAP, across financial services, healthcare, and technology industries. The platform facilitates 4.8 million live customer conversations annually, with an average revenue per customer of approximately $59,000. Customers leveraging the platform generate an estimated $17.8 billion in annual sales pipeline value.

Financial and Strategic Benefits

The acquisition expands Banzai's platform capabilities by adding sales acceleration functionality, broadening its reach across the go-to-market workflow. It enhances Banzai's revenue generation offering by supporting customers from audience engagement and demand generation through sales execution and conversion. The combined entity aims to introduce ConnectAndSell's capabilities to Banzai's existing customer base while expanding Banzai's broader offerings to ConnectAndSell customers.

Transaction Metrics

The majority of ConnectAndSell's 38 team members will join Banzai, bringing their AI experience to the company. Additional details about the transaction will be included in a future Form 8-K to be filed with the Securities and Exchange Commission no later than July 9, 2026.