Banzai International, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. (a) Market Information Our units, public shares and public warrants are each traded on the Nasdaq Capital Market under the symbols “VIIAU,” “VII” and “VIIAW,” respectively. Our units commenced public trading on December 23, 2020, and our public shares and public warrants commenced separate public trading on February 12, 2021. (b) Holders On March 30, 2023, there was one holder of record of our units, two holders of record of our shares of Class A common stock, five holders of record of our Class B common stock and two holders of record of our warrants. (c) Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Recent Sales of Unregistered Securities None. (f) Use of Proceeds from the Initial Public Offering For a description of the use of proceeds generated in our initial public offering and private placement, see Part II, Item 5 of Amendment No. 2 to our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 10, 2022. There has been no material change in the planned use of proceeds from our initial public offering and the private placement as described in the IPO registration statement. In December 2022, we instructed Continental to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee, until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds. (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers On December 21, 2022, we held the 2022 Special Meeting, and the stockholders of the company approved, among other things, the Extension, which extended the date by which we must consummate our initial business combination from December 28, 2022 to June 28, 2023, or such earlier date as determined by our board of directors. In connection with the Extension, stockholders holding 17,923,223 public shares exercised their right to redeem such shares for a pro rata portion of the trust account. We paid cash in the aggregate amount of approximately $180,858,526, or approximately $10.09 per share, to such redeeming stockholders. The following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2022: Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs October 1 – October 31, 2022 — — — — November 1 – November 30, 2022 — — — — December 1 – December 31, 2022 17,923,223 $ 10.09 — — Item 6. [Reserved] 22 Table of Contents