DEFA14A: Banzai Amends Proxy Statement, Corrects Auditor Details

Banzai International, Inc. filed additional proxy materials to correct clerical errors regarding its independent auditor and audit report dating in its definitive proxy statement.

Summary

• Banzai International, Inc. filed definitive additional proxy materials on January 8, 2026, to amend its Definitive Proxy Statement filed on December 15, 2025.
• The amendments correct two inadvertent clerical errors: misidentification of the independent auditor and omission of the dual-dated nature of the 2024 audit report.
• All references to CBIZ CPAs P.C. (CBIZ) in the Definitive Proxy Statement are replaced with Marcum LLP (Marcum), as Marcum was the independent auditor for the fiscal year ended December 31, 2024. CBIZ acquired Marcum's attest business on November 1, 2024.
• The Report of Independent Registered Public Accounting Firm for the audit of financial statements for the year ended December 31, 2024, was dual-dated. The original audit date was revised to April 15, 2025, except for Note 3, which is dated September 12, 2025, to reflect a full retrospective application of a reverse stock split effected on July 8, 2025.
• The company is incorporating by reference its Audited Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023, from a Form S-1 (File No. 333-292024) filed on December 9, 2025, into the Definitive Proxy Statement.
• Shareholders who have already submitted a proxy and do not wish to change their vote need not take further action. Those wishing to change their vote can revoke their proxy by sending a written notice to the Company's Secretary or by signing another proxy card with a later date and returning it before the polls close at the annual meeting scheduled for January 15, 2026.

Sentiment

Score: 5

Explanation: Neutral. The filing addresses clerical errors in a previously issued proxy statement, which is a routine administrative correction and does not reflect positively or negatively on the company's operational or financial performance.

Negatives

• The necessity of filing an amendment to correct clerical errors indicates minor administrative oversight in the initial Definitive Proxy Statement.

Future Outlook

No specific forward-looking statements or guidance are provided beyond the scheduled annual shareholder meeting.

Management Comments

• We are filing these definitive additional proxy materials... in order to correct two inadvertent clerical errors.
• All other information in the Definitive Proxy Statement remains unchanged.

Industry Context

This filing is a routine administrative correction to a proxy statement and does not provide insights into broader industry trends, competitive positioning, or market dynamics.

Corporate Governance

Stakeholder Impact

• Shareholders: Provided with corrected and accurate information for the upcoming annual meeting, ensuring a clear understanding of auditor details and the presentation of financial statements, which is crucial for informed voting decisions.
• Regulatory Authorities: The filing demonstrates the company's commitment to compliance with SEC disclosure requirements by promptly correcting previously filed information.

Next Steps

• The annual shareholder meeting is scheduled for January 15, 2026.
• Shareholders may revoke or change their proxy vote at any time before the polls close at the meeting.
• Shareholders can request a copy of the Form S-1 (File No. 333-292024) without charge from the company's Investor Relations Department.

Key Dates

Keywords

Banzai International, SEC filing, proxy statement, DEF 14A, audit report, Marcum LLP, CBIZ CPAs, reverse stock split, corporate governance, shareholder meeting