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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/05/24 Banzai International, Inc. S-1/A 129:20M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 5.41M
(General Form)
2: EX-4.11 Instrument Defining the Rights of Security Holders HTML 103K
3: EX-5.1 Opinion of Counsel re: Legality HTML 56K
4: EX-10.26 Material Contract HTML 44K
5: EX-10.27 Material Contract HTML 77K
6: EX-10.29 Material Contract HTML 48K
7: EX-10.30 Material Contract HTML 47K
8: EX-23.1 Consent of Expert or Counsel HTML 34K
9: EX-23.2 Consent of Expert or Counsel HTML 34K
10: EX-FILING FEES Filing Fees HTML 46K
16: R1 Cover Page HTML 72K
17: R2 Condensed Consolidated Balance Sheets HTML 199K
18: R3 Condensed Consolidated Balance Sheets HTML 80K
(Parentheticals)
19: R4 Unaudited Condensed Consolidated Statements Of HTML 175K
Operations
20: R5 Unaudited Condensed Consolidated Statements Of HTML 115K
Changes In Stockholders' Deficit
21: R6 Unaudited Condensed Consolidated Statements Of HTML 223K
Cash Flows
22: R7 Description of Organization and Business HTML 142K
Operations
23: R8 Going Concern HTML 44K
24: R9 Basis of Presentation and Summary of Significant HTML 293K
Accounting Policies
25: R10 Initial Public Offering HTML 41K
26: R11 Related Party Transaction HTML 74K
27: R12 Derivative Warrant Liabilities HTML 69K
28: R13 Class A Common Stock Subject to Possible HTML 62K
Redemption
29: R14 Business Combinations & Asset Acquisitions HTML 69K
30: R15 Asset Disposal HTML 58K
31: R16 Revenue HTML 110K
32: R17 Fair Value Measurements HTML 184K
33: R18 Property and Equipment HTML 45K
34: R19 Prepaid Expenses and Other Current Assets HTML 64K
35: R20 Goodwill HTML 52K
36: R21 Accrued and Other Current Liabilities HTML 66K
37: R22 Deferred Revenue HTML 58K
38: R23 Debt HTML 184K
39: R24 Simple Agreements for Future Equity HTML 53K
40: R25 Commitments & Contingencies HTML 152K
41: R26 Stockholders' Deficit HTML 84K
42: R27 Stock-Based Compensation HTML 115K
43: R28 Income Taxes HTML 121K
44: R29 Subsequent Events HTML 65K
45: R30 Accounting Policies, by Policy (Policies) HTML 364K
46: R31 Basis of Presentation and Summary of Significant HTML 133K
Accounting Policies (Tables)
47: R32 Class A Common Stock Subject to Possible HTML 58K
Redemption (Tables)
48: R33 Business Combinations & Asset Acquisitions HTML 64K
(Tables)
49: R34 Asset Disposal (Tables) HTML 56K
50: R35 Revenue (Tables) HTML 90K
51: R36 Fair Value Measurements (Tables) HTML 163K
52: R37 Property and Equipment (Tables) HTML 44K
53: R38 Prepaid Expenses and Other Current Assets (Tables) HTML 63K
54: R39 Goodwill (Tables) HTML 50K
55: R40 Accrued and Other Current Liabilities (Tables) HTML 66K
56: R41 Deferred Revenue (Tables) HTML 56K
57: R42 Debt (Tables) HTML 126K
58: R43 Commitments & Contingencies (Tables) HTML 117K
59: R44 Stockholders' Deficit (Tables) HTML 48K
60: R45 Stock-Based Compensation (Tables) HTML 103K
61: R46 Income Taxes (Tables) HTML 113K
62: R47 Description of Organization and Business HTML 53K
Operations - Sponsor and Financing (Details)
63: R48 Description of Organization and Business HTML 41K
Operations - Trust Account (Details)
64: R49 Description of Organization and Business HTML 55K
Operations - Initial Business Combination
(Details)
65: R50 Description of Organization and Business HTML 81K
Operations - Proposed Business Combination
(Details)
66: R51 Description of Organization and Business HTML 154K
Operations - Stockholders Meeting, Trust Account
Redemptions, Extension of Combination Period and
Additional Trust Deposits (Details)
67: R52 Description of Organization and Business HTML 74K
Operations - Liquidity and Going Concern (Details)
68: R53 Going Concern (Details) HTML 52K
69: R54 Basis of Presentation and Summary of Significant HTML 130K
Accounting Policies (Details)
70: R55 Basis of Presentation and Summary of Significant HTML 78K
Accounting Policies (Details) - Schedule of basic
and diluted net income per share
71: R56 Basis of Presentation and Summary of Significant HTML 41K
Accounting Policies - Schedule Of Changes In
Allowance For Credit Losses (Details)
72: R57 Basis of Presentation and Summary of Significant HTML 45K
Accounting Policies - Schedule Of Capitalized
Deferred Offering Costs (Details)
73: R58 Basis of Presentation and Summary of Significant HTML 47K
Accounting Policies - Schedule Of Securities That
Were Excluded From Loss Per Share As Their Effect
Would Be Anti-Dilutive (Details)
74: R59 Initial Public Offering (Details) HTML 52K
75: R60 Related Party Transactions (Details) HTML 188K
76: R61 Derivative Warrant Liabilities (Details) HTML 51K
77: R62 Class A Common Stock Subject to Possible HTML 63K
Redemption (Details)
78: R63 Class A Common Stock Subject to Possible HTML 67K
Redemption (Details) - Schedule of class A common
stock subject to possible redemption
79: R64 Business Combinations & Asset Acquisitions HTML 76K
(Details)
80: R65 Business Combinations & Asset Acquisitions HTML 40K
(Details) - Schedule of Business Acquisitions
81: R66 Business Combinations & Asset Acquisitions HTML 71K
(Details) - Schedule of Fair Value of Net Assets
Acquired by Business Acquisitions
82: R67 Business Combinations & Asset Acquisitions HTML 40K
(Details) - Schedule of Financial Information
Indicative of the Results of Future Operations
83: R68 Asset Disposal (Details) HTML 62K
84: R69 Asset Disposal (Details) - Schedule of Purchase HTML 43K
Price on Asset Acquisition
85: R70 Asset Disposal (Details) - Schedule of Net Assets HTML 42K
Acquired
86: R71 Asset Disposal (Details) - Summary of Activities HTML 45K
Related to Asset Purchased and Disposal During the
Period
87: R72 Revenue (Details) HTML 50K
88: R73 Revenue - Schedule of Revenue (Details) HTML 60K
89: R74 Revenue - Schedule of Accounts Receivable, Net HTML 38K
(Details)
90: R75 Revenue - Schedule of Costs to Obtain a Contract HTML 42K
(Details)
91: R76 Fair Value Measurements (Details) HTML 56K
92: R77 Fair Value Measurements (Details) - Schedule of HTML 52K
fair value on a recurring basis
93: R78 Fair Value Measurements (Details) - Schedule of HTML 47K
fair value measurements
94: R79 Fair Value Measurements (Details) - Schedule of HTML 49K
derivative warrant liabilities
95: R80 Fair Value Measurements (Details) - Schedule of HTML 49K
Measured at Fair Value on a Recurring Basis
96: R81 Fair Value Measurements (Details) - Schedule of HTML 52K
Changes In Embedded Derivative Liability
97: R82 Fair Value Measurements (Details) - Schedule of HTML 61K
Movement In Simple Agreement For Future Equity
98: R83 Property, Plant and Equipment (Details) HTML 38K
99: R84 Property, Plant and Equipment (Details) - Schedule HTML 44K
of Property and Equipment, Net
100: R85 Prepaid Expenses and Other Current Assets HTML 56K
(Details) - Schedule of Prepaid Expenses and Other
Current Assets
101: R86 Goodwill (Details) HTML 52K
102: R87 Goodwill (Details) - Schedule of Summarizes Our HTML 45K
Goodwill Activity
103: R88 Accrued And Other Current Liabilities - Schedule HTML 57K
Of Accrued And Other Current Liabilities (Details)
104: R89 Deferred Revenue (Details) HTML 37K
105: R90 Deferred Revenue - Schedule of change in deferred HTML 47K
revenue (Detail)
106: R91 Debt (Details) HTML 207K
107: R92 Debt - Summary of Convertible Notes (Details) HTML 61K
108: R93 Debt - Summary of Term Notes (Details) HTML 53K
109: R94 Simple Agreements for Future Equity (Details) HTML 64K
110: R95 Commitments & Contingencies (Details) HTML 143K
111: R96 Commitments & Contingencies - Schedule of Lease HTML 46K
Expense (Details)
112: R97 Commitments & Contingencies - Schedule of HTML 45K
Supplemental Cash Flow Information Related To
Leases (Details)
113: R98 Commitments & Contingencies - Schedule of HTML 48K
Supplemental Balance Sheet Information Related To
Leases (Details)
114: R99 Commitments & Contingencies - Schedule of Future HTML 58K
Minimum Lease Payments Under Non-cancellable Lease
(Details)
115: R100 Stock-Based Compensation (Details) HTML 88K
116: R101 Stockholders' Deficit (Details) HTML 123K
117: R102 Stockholders' Deficit - Schedule of Restricted HTML 56K
Shares of Common Stock (Details)
118: R103 Stock-Based Compensation - Summary of Assumptions HTML 65K
Used to Compute the Fair Value of Options Granted
(Details)
119: R104 Stock-Based Compensation - Summary of Stock Option HTML 87K
Activity Under the Plan (Details)
120: R105 Income Taxes (Details) HTML 69K
121: R106 Income Taxes (Details) - Schedule of the income HTML 62K
tax (benefit) provision consist
122: R107 Income Taxes (Details) - Schedule of the company's HTML 63K
net deferred tax asset
123: R108 Income Taxes (Details) - Schedule of federal HTML 78K
income tax rate (benefit) to the company's
effective tax rate
124: R109 Subsequent Events (Details) HTML 168K
126: XML IDEA XML File -- Filing Summary XML 243K
129: XML XBRL Instance -- d567008ds1a_htm XML 5.11M
125: EXCEL IDEA Workbook of Financial Report Info XLSX 344K
12: EX-101.CAL XBRL Calculations -- bnzi-20230930_cal XML 234K
13: EX-101.DEF XBRL Definitions -- bnzi-20230930_def XML 1.73M
14: EX-101.LAB XBRL Labels -- bnzi-20230930_lab XML 2.09M
15: EX-101.PRE XBRL Presentations -- bnzi-20230930_pre XML 1.99M
11: EX-101.SCH XBRL Schema -- bnzi-20230930 XSD 363K
127: JSON XBRL Instance as JSON Data -- MetaLinks 739± 1.15M
128: ZIP XBRL Zipped Folder -- 0001193125-24-023808-xbrl Zip 1.03M
| EX-10.26 |
Exhibit 10.26
AMENDMENT TO FEE REDUCTION AGREEMENT
WHEREAS, pursuant to that certain Underwriting Agreement between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc) (the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated December 22nd, 2020 (as may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $8,050,000 as “deferred underwriting commissions” (the “Original Deferred Fee”), upon the consummation of its previously announced business combination transaction (the “Business Combination”), as contemplated by the final prospectus of the Company filed with the Securities and Exchange Commission on November 13, 2023 (Registration No. 333-274278). Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement.
WHEREAS, pursuant to that certain Fee Reduction Agreement between the Company and CF&CO, dated November 8th, 2023 (the “Original Fee Reduction Agreement”), CF&CO agreed to forfeit $4,050,000 of the Original Deferred Fee, resulting in a remainder of $4,000,000 (the “Reduced Deferred Fee”), to be payable by the Company to CF&CO in the class A common equity securities of the public entity that survives the Business Combination (the “New Common Stock”).
WHEREAS, the Company consummated the Business Combination with Banzai Operating Co LLC (f/k/a Banzai International, Inc.), a Delaware limited liability company.
WHEREAS, the Company and CF&CO desire to amend the Original Fee Reduction Agreement to provide for certain transfer restrictions and forfeiture provisions as set forth herein.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and CF&CO hereby agree to amend the Original Fee Reduction Agreement (as amended, the “Fee Reduction Agreement”) as follows:
| 1. | Transfer Restrictions: Until the expiration of the period (such period, the “Lock-up Period”) commencing on the date of issuance (the “Issuance Date”) by the Company of 1,113,927 shares of New Common Stock to CF&CO in satisfaction of the Reduced Deferred Fee (the “Stock Fee Shares”) until the earlier of (i) December 14, 2024 or (ii) the date following the Issuance Date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (any such transaction, a “Liquidation Event”), CF&CO shall not directly or indirectly offer, sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any portion of the Stock Fee Shares or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive Stock Fee Shares (any such transaction, a “Sale Transaction”). CF&CO hereby authorizes the Company at any time prior to the expiration of the Lock-up Period to cause its transfer agent for the Stock Fee Shares (the “Transfer Agent”) to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Stock Fee Shares, if such transfer would constitute a violation or breach of this Agreement. Notwithstanding the foregoing, CF&CO may sell or otherwise transfer all or any portion of the Stock Fee Shares to: (a) the Company, (b) any affiliate of CF&CO (as defined in Rule 405 of the Securities Act (as defined below)) (an “Affiliate”) or (c) by virtue of the laws of CF&CO’s organization upon dissolution of the entity; provided, however, that, in each case, such permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. For the avoidance of doubt, CF&CO shall not have any right for cash payment for the amount of the Stock Fee pursuant to Section 4 of the Original Fee Reduction Agreement notwithstanding the transfer restrictions described in this Section 1. For the avoidance of doubt, the transfer restrictions set forth in this Section 1 shall not apply to any other equity securities of the Company that CF&CO or any of its Affiliates may already beneficially own or may acquire separate and apart from the Stock Fee Shares set forth herein, including any (x) shares of New Common Stock or other securities convertible into or exercisable or exchangeable for such New Common Stock acquired by CF&CO or its Affiliates in the open market or (y) any other shares of common equity securities or warrants of the Company acquired by CF&CO or its Affiliates in any future private transactions, and any exercise of any such warrants, whether “cashless” or “net,” including the shares issuable upon exercise of such warrants. |
| 2. | Restrictive Legends: Immediately prior to the expiration of the Lock-up Period, the Company agrees that, reasonably promptly upon CF&CO’s request, it shall: (i) instruct and cause its legal counsel to reasonably promptly provide the necessary “ blanket” legal opinion(s) to the Transfer Agent so that such Transfer Agent may remove any “restrictive legends” and “lock-up legends” from the shares of New Common Stock held by CF&CO, (ii) instruct and cause its Transfer Agent to remove any such “ restrictive legends” and “lock-up legends” and (iii) take any further action as CF&CO may reasonably request, in each case, to enable CF&CO to reasonably promptly resell, freely trade or otherwise dispose of its shares of New Common Stock, either (x) in reliance upon the Resale Registration Statement, or (y) without registration under the Securities Act of 1933, as amended (the “Securities Act”), within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Securities and Exchange Commission). |
| 3. | Capital Markets Advisor: CF&CO shall have the right to act as a capital markets advisor to the Company during the Lock-up Period pursuant to an engagement letter to be entered into between the Company and CF&CO in a form reflecting customary terms and conditions to be agreed upon by the Company and CF&CO. CF&CO shall not receive a fee in exchange for any such services provided in acting as capital markets advisor to the Company. |
| 4. | Termination: The Fee Reduction Agreement will terminate automatically on the date on which all Stock Fee Shares have been sold or transferred by CF&CO in accordance with the terms and conditions of this Amendment. |
| 5. | Incorporation by Reference: Sections 10.1, 10.3, 10.5, 10.7, 10.8, 10.9 and 10.10 of the Underwriting Agreement are hereby incorporated by reference into this Amendment. Except as expressly set forth herein, the provisions of the Underwriting Agreement and the Original Fee Reduction Agreement are not amended and remain in full force and effect. In the event of a conflict between this Amendment and the Original Fee Reduction Agreement or the Underwriting Agreement, this Amendment shall control. |
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized signatory as of the date first set forth above.
| CANTOR FITZGERALD & CO. | ||
| By: | /s/ Mark Kaplan | |
| Name: | Mark Kaplan | |
| Title: | Senior Managing Director & Global Chief Operating Officer | |
| BANZAI INTERNATIONAL, INC. | ||
| /s/ Joseph Davy | ||
| Name: | Joseph Davy | |
| Title: | Chief Executive Officer | |
[Signature page to Fee Reduction Agreement]
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/14/24 | ||||
| Filed on: | 2/5/24 | |||
| 12/28/23 | S-1 | |||
| 11/13/23 | 424B3, CORRESP, EFFECT, S-4/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/24 Banzai International, Inc. S-1 109:12M Donnelley … Solutions/FA 4/01/24 Banzai International, Inc. 10-K 12/31/23 118:16M Donnelley … Solutions/FA 3/25/24 Banzai International, Inc. S-8 3/25/24 7:322K Donnelley … Solutions/FA 2/08/24 Banzai International, Inc. 8-K:1,2,3,9 2/02/24 12:236K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/29/23 Banzai International, Inc. S-1 5:3M Donnelley … Solutions/FA 12/20/23 Banzai International, Inc. 8-K:1,2,3,412/14/23 25:2.4M Donnelley … Solutions/FA 12/18/23 Banzai International, Inc. 8-K:1,2,9 12/14/23 14:775K Donnelley … Solutions/FA 11/13/23 7GC & Co. Holdings Inc. S-4/A 56:16M Donnelley … Solutions/FA 11/09/23 7GC & Co. Holdings Inc. S-4/A 57:15M Donnelley … Solutions/FA 10/04/23 7GC & Co. Holdings Inc. 8-K:1,2,9 10/03/23 12:239K Donnelley … Solutions/FA 8/31/23 7GC & Co. Holdings Inc. S-4 64:16M Donnelley … Solutions/FA 6/16/23 7GC & Co. Holdings Inc. 8-K:1,9 6/16/23 12:258K Donnelley … Solutions/FA 12/23/22 7GC & Co. Holdings Inc. 8-K:1,2,5,912/21/22 13:334K EdgarAgents LLC/FA 12/28/20 7GC & Co. Holdings Inc. 8-K:1,3,5,812/22/20 11:903K EdgarAgents LLC/FA 12/15/20 7GC & Co. Holdings Inc. S-1/A 17:1.3M EdgarAgents LLC/FA |