Amendment: Banzai International Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 18,
2025 (
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Explanatory Note
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2025 (the “Original Form 8-K”), on that same day (the “Closing Date”), Banzai International, Inc., a Delaware corporation (“Banzai” or the “Company”), closed an acquisition (the “Acquisition”, the consummation of the Acquisition, the “Closing”) with Vidello Limited, a private limited company registered in England and Wales (“Vidello”), pursuant to an Acquisition Agreement (the “Acquisition Agreement”), dated December 19, 2024, by and among the Company, Vidello, and certain shareholders of Vidello (the “Vidello Shareholders”). On or prior to the Closing Date, the closing conditions as set forth in the Acquisition Agreement were satisfied or otherwise waived by the parties thereto, and upon Closing, Vidello Shareholders transferred all the outstanding shares of Vidello to the Company, therefore, Vidello became a direct and wholly owned subsidiary of the Company.
Item 9.01 Exhibits
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Vidello, which comprise the balance sheets as of March 31, 2024 and 2023, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the audited financial statements, and the unaudited financial statements for the period ended December 31, 2024, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined (i) balance sheet as of and for the nine-month period ended December 31, 2024, and (ii) income statement for the period ended December 31, 2024, and (iii) the related notes thereto, are filed as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | ||
| 99.1 | Audited financial statements of Vidello as of March 31, 2024 and 2023 and for the years then ended; and unaudited financial statements for the period ended December 31, 2024. | |
| 99.2 | Unaudited pro forma condensed combined financial statements and the related notes thereto | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 18, 2025
| BANZAI INTERNATIONAL, INC. | ||
| By: | /s/ Joseph Davy | |
| Joseph Davy | ||
| Chief Executive Officer | ||