Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Banzai International, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
06682J308 (CUSIP Number) |
Mason Ward c/o Alco Investment Company, 33930 Weyerhaeuser Way S., Suite 150 Federal Way, WA, 98001 253-796-2704 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 06682J308 |
| 1 |
Name of reporting person
Alco Investment Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WASHINGTON
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,710,506.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This amount includes 1,379,166 shares of Class A Common Stock (as defined herein) held directly by Alco Investment Company and 1,331,340 shares of Class A Common Stock that Alco Investment Company has the right to acquire upon exercise of 1,331,340 Common Warrants (as defined herein below) held directly by Alco Investment Company within 60 days. The percentage ownership is calculated based on 12,846,807 shares of Class A Common Stock outstanding as of April 10, 2025 and includes the 1,331,340 shares that Alco Investment Company has the right to acquire within 60 days upon exercise of 1,331,340 Common Warrants (as defined herein below), which amounts have been added to the shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Banzai International, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
435 Ericksen Ave., Suite 250, Bainbridge Island,
WASHINGTON
, 98110. |
| Item 2. | Identity and Background |
| (a) | Alco Investment Company |
| (b) | 33930 Weyerhaeuser Way S., Suite 150, Federal Way, WA 98001 |
| (c) | The Reporting Person is an investment company that invests in real estate, venture capital, and private equity. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order |
| (f) | The Reporting Person is a corporation organized under the laws of the State of Washington. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Class A Common Stock held by Alco Investment Company ("Alco") reported herein were acquired using the working capital of Alco as previously described in the Schedule 13D filed with the SEC by Mason Ward on December 26, 2023, as amended by amendment no. 1 as filed with the SEC by Mr. Ward on September 24, 2024. On April 21, 2025, Alco completed the cashless exercise of 1,048,920 Pre-Funded Warrants for an exercise price of $0.0001 per share (the "Pre-Funded Warrants"). As payment for the exercise price of the Pre-Funded Warrants, Alco forfeited 100 shares issuable upon exercise of the Pre-Funded Warrants valued at $1.045 per share calculated based on the daily weighted average volume price on April 17, 2025, the trading day prior to the exercise of the Pre-Funded Warrants. | |
| Item 4. | Purpose of Transaction |
The response to Item 3 of this Schedule 13D is incorporated by reference herein. Alco acquired the securities of the Issuer reported herein for investment purposes in the ordinary course of its business of investing in securities for its own accounts. Alco expects to continuously assess its investment in the Issuer and, depending on its evaluation of the Issuer's business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities, and subject to applicable legal and contractual requirements, Alco may: (i) acquire beneficial ownership of additional securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) dispose of all or part of its holdings of securities of the Issuer; or (iii) take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D. Mason Ward, one of three members of the Alco Investment Committee that exercises voting and dispositive control over the Issuer's shares held by Alco, serves as a member of the board of directors of the Issuer. In Mr. Ward's capacity as a director of the Issuer, Mr. Ward may engage in communications with the board of directors, members of management, other shareholders, financial and legal advisers and other parties regarding the Issuer, including but not limited to its operations, governance and control. In addition, in his capacity as a member of the board of directors of the Issuer, Mr. Ward may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, Alco does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Alco may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of April 21, 2025, Alco may be deemed to beneficially own 2,710,506 shares of Class A Common Stock, which represents approximately 17.8% of the shares of Class A Common Stock outstanding. |
| (b) | Alco has sole power to vote and sole power to dispose of 1,379,166 shares of Class A Common Stock and 1,331,340 shares of Class A Common Stock that it has the right to acquire within 60 days upon exercise of the 1,331,340 Private Placement Warrants held directly by it. |
| (c) | The response to Item 3 of this Schedule 13D is incorporated by reference herein. Except as set forth in this Schedule 13D, no transactions in the shares of Class A Common Stock have been effected by Alco during the past 60 days. |
| (d) | Except as described in this Schedule 13D, no person(s) other than Alco is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported herein as beneficially owned by Alco. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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