United States securities and exchange commission logo





                                January 19, 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 December 29,
2023
                                                            File No. 333-276307

       Dear Joseph Davy:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              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 Filed December 29, 2023

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid or
will pay for such securities.
   2.                                                   Disclose the exercise
prices of the warrants compared to the market price of
                                                        the underlying
securities. Disclose that cash proceeds associated with the exercise of
                                                        warrants are dependent
on your stock price, that the Public Warrants and the GEM
                                                        Warrants are currently
out of the money and, therefore, the company is unlikely to receive
                                                        proceeds from the
exercise of the warrants. Furthermore, the GEM Warrants may be
                                                        exercised on a cashless
basis, which means the company may not receive cash for the
                                                        exercise of the GEM
Warrants if they are in the money. Provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section. As applicable,
                                                        describe the impact on
your liquidity and update the discussion on the ability of your
                                                        company to fund your
operations on a prospective basis with your current cash on hand.
 Joseph Davy
FirstName  LastNameJoseph
Banzai International, Inc. Davy
Comapany
January 19,NameBanzai
            2024         International, Inc.
January
Page 2 19, 2024 Page 2
FirstName LastName
3.       We note the significant number of redemptions of your Class A common
stock in
         connection with your business combination and that the shares being
registered for resale
         will constitute a considerable percentage of your public float. We
also note that many of
         the shares being registered for resale were purchased by the selling
securityholders for
         prices considerably below the current market price of the Class A
common stock. Please
         revise the cover page to highlight that these securityholders have an
incentive to sell
         because they will profit on sales given that they purchased their
shares at more favorable
         prices than the public investors. Highlight the significant negative
impact sales of shares
         on this registration statement could have on the public trading price
of the Class A
         common stock.
Risk Factors, page 12

4.       Include an additional risk factor highlighting the negative pressure
potential sales
         of shares pursuant to this registration statement could have on the
public trading price of
         the Class A common stock. To illustrate this risk, disclose the
purchase price of
         the securities being registered for resale and the percentage that
these shares
         currently represent of the total number of shares outstanding. Also
disclose that even
         though the current trading price is significantly below the SPAC IPO
price, certain
         private investors have an incentive to sell because they will still
profit on sales because of
         the lower price that they purchased their shares than the public
investors.
Sellling Securityholders, page 16

5.       Please explain the discrepancies between the selling securityholder
table and the
         beneficial ownership table with regard to the number of shares
beneficially owned by 7GC
         & Co. Holdings LLC and ALCO Investment Company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
64

6.       We note that the projected revenues for Legacy Banzai 2023 were $5.233
million, as set
         forth in the unaudited prospective financial information management
prepared and
         provided to the Board, the company   s financial advisors and the SPAC
in connection with
         the evaluation of the Business Combination. We also note that actual
revenues for the nine
         months ended September 30, 2023 were approximately $3.4 million. It
appears that you
         will miss your 2023 revenue projection. Please revise your disclosure
in Liquidity and
         Capital Resources, and elsewhere, to provide updated information about
the company   s
         financial position and further risks to the business operations and
liquidity in light of these
         circumstances.
Liquidity and Capital Resources, page 78

7.       Please discuss the changes in the company's liquidity position and
capital resources since
         the Business Combination. For example,
 Joseph Davy
FirstName  LastNameJoseph
Banzai International, Inc. Davy
Comapany
January 19,NameBanzai
            2024         International, Inc.
January
Page 3 19, 2024 Page 3
FirstName LastName
                disclose the total number of public shares that were redeemed
in connection with the
              Business Combination and the resulting amount of funds you
received from the trust
              account;
                disclose the amount of debt and other securities issued, net
proceeds received, and
              fees paid or payable to finance the company and its obligations
in connection with
              and following the Business Combination;
                discuss any material changes to the amount, material terms or
maturity dates of your
              debt;
                discuss how it is unlikely that the company will receive
significant proceeds from
              exercises of the Public Warrants or GEM Warrants because of the
disparity between
              the exercise price of these warrants and the current trading
price of the Class A
              common stock;
                discuss the likelihood that you would be able to have access to
the full $100 million
              amount under the standby equity purchase agreement with you
entered into with
              Yorkville in light of your current market price and trading
volume;
                disclose that this offering involves the potential sale of a
substantial number of shares
              for resale and discuss how such sales could impact the market
price of the company   s
              ordinary shares; and
                disclose that 7GC & Co. Holdings LLC, a beneficial owner of
over 29% of your
              outstanding shares, and Mr. Joseph Davy, who holds approximately
64.7% of the
              company's aggregate voting power, will be able to sell all of
their shares for so long
              as the registration statement of which this prospectus forms a
part is available for use.
Executive and Director Compensation, page 105

8.       Please update your executive compensation disclosure to reflect the
fiscal year ended
         December 30, 2023.
Plan of Distribution, page 137

9.       You indicate that the selling securityholders may sell their
securities in connection with
         short sales. Please clarify that any short sales must be made after
effectiveness of the
         registration statement. Refer to the Division of Corporation Finance
Compliance and
         Disclosure Interpretations, Securities Act Sections, Interpretation
139.11
General

10.      Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the Sponsor, private placement investors, and
other selling
         securityholders acquired their securities, and the price that the
public securityholders
         acquired their shares and warrants. Disclose that while the Sponsor,
private placement
         investors, and other selling securityholders may experience a positive
rate of return based
         on the current trading price, the public securityholders may not
experience a similar rate
         of return on the securities they purchased due to differences in the
purchase prices and the
 Joseph Davy
Banzai International, Inc.
January 19, 2024
Page 4
       current trading price. Please also disclose the potential profit the
selling securityholders
       will earn based on the current trading price. Lastly, please include
appropriate risk factor
       disclosure.
11.    It appears that the GEM Convertible Debenture has not been issued. In
this regard, we
       note disclosure that it is "to be issued in a private placement to GEM
pursuant to that
       certain binding term sheet (the 'GEM Term Sheet') dated as of December
13, 2023
       between Legacy Banzai and GEM." You also disclose that "the
documentation of such
       debenture to be agreed upon and finalized promptly following the
Closing." However, we
       note that neither the Term Sheet nor the documentation of such debenture
have been filed
       as an exhibit to the current registration statement that registers the
shares issuable upon
       conversion of the Gem Convertible Debenture. Please advise why you
believe it is
       appropriate to register the resale of these shares at this time. Refer
to the Division of
       Corporation Finance Compliance and Disclosure Interpretations,
Securities Act
       Sections, Question 139.11.
12.    Please disclose the material terms of the warrants, notes and debentures
that overlie the
       securities being registered, including the exercise and conversion
prices. If the exercise
       and conversion prices are not fixed, describe how the prices are
determined.
        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 Alexandra Barone at 202-551-8816 or Kathleen Krebs at
202-551-3350
with any other questions.



                                                              Sincerely,
FirstName LastNameJoseph Davy
                                                              Division of
Corporation Finance
Comapany NameBanzai International, Inc.
                                                              Office of
Technology
January 19, 2024 Page 4
cc:       Michael P. Heinz, Esq.
FirstName LastName