SCHEDULE 13G: CP BF Lending and Brad Shain Disclose 26.1% Stake in Banzai International

CP BF Lending, LLC and Brad Shain have disclosed a 26.1% beneficial ownership stake in Banzai International, Inc., primarily through convertible notes.

Summary

• CP BF Lending, LLC and Brad Shain jointly reported beneficial ownership of 2,224,277 shares of Banzai International, Inc.'s Class A common stock.
• This ownership represents 26.1% of the Class A common stock outstanding.
• The stake primarily comprises 2,224,273 shares issuable upon conversion of convertible notes held by CP BF Lending, LLC, in addition to 4 direct shares of Class A Common Stock.
• The convertible notes have a conversion price of $3.89 per share and are set to mature on February 19, 2027.
• The percentage ownership calculation is based on 6,314,123 shares of Class A Common Stock outstanding as of January 13, 2025, as reported in the Preliminary Proxy Statement, plus the shares issuable from the convertible notes.
• Both reporting persons possess shared voting and shared dispositive power over all 2,224,277 beneficially owned shares.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a significant beneficial ownership stake, providing no direct positive or negative operational news for the issuer.

Positives

• A significant beneficial ownership stake of 26.1% in Banzai International, Inc. has been disclosed by CP BF Lending, LLC and Brad Shain, indicating a substantial investment by these parties.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Disclosure of a significant beneficial owner (26.1%) may influence market perception and potentially future corporate actions.

Next Steps

• Maturity of convertible notes on February 19, 2027, at which point they may be converted into Class A Common Stock.

Key Dates

Keywords

Banzai International, Class A common stock, beneficial ownership, Schedule 13G, convertible notes, CP BF Lending, Brad Shain, SEC filing