Banzai International (BNZI) Registration Filing summary

Company overview and business model

• Operates as a SaaS provider in the MarTech industry, offering marketing and sales efficiency tools to over 140,000 global customers, including major brands across diverse industries.

• Growth strategy centers on acquiring new customers, expanding the platform via product development and acquisitions, and cross-selling to existing clients.

• Recent acquisitions include ClearDoc (OpenReel) and Vidello, broadening offerings in demand generation, webinars, video creation, and email newsletters.

• Revenue is primarily generated through recurring subscription licenses, with contracts ranging from monthly to multi-year terms; no single customer accounts for more than 10% of revenue.

• Corporate structure includes a dual-class share system, with Class B shares carrying 10 votes per share and significant voting power concentrated with the CEO.

Financial performance and metrics

• As of January 28, 2026, 13,299,779 shares of Class A Common Stock and 231,114 shares of Class B Common Stock are outstanding.

• Aggregate market value of Class A Common Stock held by non-affiliates is $16.6 million, based on a closing price of $1.27 per share.

• The company has incurred significant operating losses and may never achieve profitability; there is substantial doubt about its ability to continue as a going concern.

• From October 1, 2025 to January 28, 2026, $4.0 million was raised via an at-the-market (ATM) offering, with a total of $5.1 million raised and 2,962,478 shares issued under the program.

• As of January 28, 2026, 472,376 shares were issued to creditors in exchange for $9.5 million of debt as part of a debt equitization plan.

Use of proceeds and capital allocation

• No proceeds will be received from the resale of shares by selling stockholders; proceeds from warrant exercises, if any, will be used for general corporate purposes.

• Proceeds from recent convertible note and warrant offerings are intended for general corporate purposes and working capital.