SEC Form NT 10-K filed by Banzai International Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-39826
CUSIP Number: 06682J308
| (Check one): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10D | ☐ Form N-CEN | ☐ Form N-CSR |
| For Period Ended: December 31, 2024 |
| ☐ | Transition Report on Form 10-K |
| ☐ | Transition Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition Report on Form 10-Q |
| For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Banzai International, Inc.
Full Name of Registrant
7GC & Co. Holdings Inc.
Former Name if Applicable
435 Ericksen Ave NE, Suite 250
Address of Principal Executive Office (Street and Number)
Bainbridge Island, WA, 98110
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |||
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Banzai International, Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), by the filing deadline due to a delay experienced by the Company in completing its financial statements and other disclosures in the Form 10-K. As a result, the Company is still in the process of completing its audit for the fiscal year ended December 31, 2024, and compiling certain other required information for its Form 10-K. The Company anticipates that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Joe Davy | 98110 | 206-414-1777 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| Yes ☐ No ☒ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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BANZAI INTERNATIONAL, INC.
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2025 | By: | /s/ Joe Davy |
| Name: | Joe Davy | |
| Title: | Chief Executive Officer |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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