Banzai enters $100M standby equity purchase agreement with Yorkville; receives $2M pre-paid advance

Banzai International, Inc.

Up to $100M of Class A common stock may be sold to Yorkville at 95-96% of VWAP, subject to conditions and caps.
Received $2M at closing under a convertible promissory note (0% interest, 18% default); additional $1.5M upon registration effectiveness.
Yorkville received 300,000 closing shares; $500K commitment fee due by March 14, 2024 (cash or shares).
Promissory note convertible at lower of $10/share or 90% of 10-day VWAP; floor price $2.00 or 20% of VWAP.
Company must file resale registration statement within 21 days; advances available only after effectiveness.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Banzai International, Inc. entered into Standby Equity Purchase Agreement with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP valued at $100 million (effective 2023-12-14).

Action: entry
Agreement: equity purchase
Counterparty: YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP
Value: $100 million
Effective: 2023-12-14

Exact text from the filing

On December 14, 2023, Banzai International, Inc., a Delaware corporation (“the Company”) (formerly 7GC & Co. Holdings Inc., a Delaware corporation), entered into a standby equity purchase agreement (the “SEPA) with Banzai Operating Co LLC (formerly Banzai International, Inc. (“Old Banzai”)) and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in connection with the previously announced business combination (the “Business Combination”) between the Company and Old Banzai.

View on SEC.gov

23 material agreements filed in the last 30 days. Browse all material agreements →

Banzai International, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-297160

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.