[D] Banzai International, Inc. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is marketing Callable Contingent Interest Notes linked to the Class A common stock of Palantir Technologies Inc. (PLTR), fully guaranteed by JPMorgan Chase & Co. The unsecured notes mature on 14 January 2027 and offer a monthly contingent coupon of at least 2.33333% (≥28.00% p.a.) whenever the Palantir share price on the relevant 18 Review Dates is at or above the 60% Interest Barrier/Trigger Value established on the pricing date (≈11 July 2025).

Early redemption: JPMorgan may call the notes in whole on any Interest Payment Date from 16 October 2025 onward (except the final date). If called, investors receive par plus the coupon for the prior Review Date, truncating future coupons.

Principal at risk: If the notes are not called and the Final Value of PLTR on the last Review Date falls below the 60% Trigger, repayment equals $1,000 × (1 + Stock Return), exposing investors to losses of more than 40% and potentially 100% of principal. Investors do not participate in any upside beyond the coupons.

Key economics (illustrative): • Estimated value if priced today: $970.80 per $1,000 note (final estimate will not be below $900). • Selling commissions ≤ $6.50 per $1,000. • Hypothetical total coupon if all 18 payments made: $420 (42% of par). • Minimum denomination: $1,000.

Risk highlights (as disclosed):

• No guaranteed coupons; missed if PLTR closes <60% of initial on a Review Date.
• Principal loss below the Trigger at maturity.
• Issuer and guarantor credit risk; the notes are senior unsecured obligations.
• Potential liquidity constraints—no exchange listing and secondary pricing at JPMS discretion, likely below par.
• Early call risk may reinvestment risk and limits maximum return.
• Estimated value below issue price reflects selling, structuring and hedging costs.

These notes suit investors comfortable with single-stock volatility, credit exposure to JPMorgan, and the possibility of no coupon and significant principal loss in exchange for an elevated contingent yield.

Positive

• Elevated contingent yield: At least 28% per annum if barrier conditions are met.
• 40% downside buffer: Principal is protected unless PLTR falls more than 40% by final observation.
• Issuer credit strength: Payment obligations are guaranteed by JPMorgan Chase & Co., a high-grade credit.

Negative

• Principal at risk: Investors can lose up to 100% if PLTR ends below the 60% trigger.
• No guaranteed coupons: Interest is forfeited whenever PLTR closes below the barrier on a Review Date.
• Issuer call option: Early redemption limits upside and may occur after only three months.
• Liquidity constraints: No exchange listing; secondary bids likely below issue price.
• Estimated value below par: Initial fair value ~97.08% highlights embedded fees and hedging costs.

Insights

Structured Products Analyst

TL;DR: High 28% contingent yield but full equity downside, early call, low liquidity—risk-reward balanced, overall neutral impact.

The structure offers an attractive headline coupon and a 40% downside buffer, yet investors assume concentrated single-name risk in Palantir. Because coupons depend on monthly spot levels, sustained volatility or drawdowns can wipe out income. Early-call optionality favors JPMorgan: if PLTR is stable or rising, the issuer can redeem and cap investor returns, while investors remain exposed in adverse scenarios. The estimated value at 97.08% of par indicates roughly 3% embedded costs excluding commissions. From a pricing perspective, the deal is standard for equity-linked yield plays; no unusual terms are evident. As this is a product launch rather than an operational development, it is not materially impactful for JPM or Palantir fundamentals.

Portfolio Manager – Multi-Asset Income

TL;DR: Compelling headline yield but poor risk asymmetry; suitable only for tactical satellite allocation.

Compared with traditional high-yield bonds, the notes’ ≥28% coupon is enticing; however, the payoff profile is closer to a short put on PLTR with capped income and uncapped downside (to zero). Lack of dividend capture and no participation in upside further skew the Sharpe ratio. Portfolio inclusion would require tight position sizing and correlation assessment versus existing PLTR exposure. Given callability and secondary-market frictions, liquidity management is critical. Overall, the instrument is a niche yield enhancer rather than a core holding.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001826011

7GC & Co. Holdings Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Banzai International, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Banzai International, Inc.
Street Address 1		Street Address 2
435 ERICKSEN AVE, SUITE 308250
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BAINBRIDGE ISLAND	WASHINGTON	98110	206-414-1777

3. Related Persons

Last Name	First Name	Middle Name
Davy	Joe
Street Address 1	Street Address 2
435 Ericksen Ave, Suite 308250
City	State/Province/Country	ZIP/PostalCode
Bainbridge Island	WASHINGTON	98110

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yip	Alvin
Street Address 1	Street Address 2
435 Ericksen Ave, Suite 308250
City	State/Province/Country	ZIP/PostalCode
Bainbridge Island	WASHINGTON	98110

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Leeney	Jack
Street Address 1	Street Address 2
435 Ericksen Ave, Suite 308250
City	State/Province/Country	ZIP/PostalCode
Bainbridge Island	WASHINGTON	98110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ward	Mason
Street Address 1	Street Address 2
435 Ericksen Ave, Suite 308250
City	State/Province/Country	ZIP/PostalCode
Bainbridge Island	WASHINGTON	98110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Boggs	Paula
Street Address 1	Street Address 2
435 Ericksen Ave, Suite 308250
City	State/Province/Country	ZIP/PostalCode
Bainbridge Island	WASHINGTON	98110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schofield	Kent
Street Address 1	Street Address 2
435 Ericksen Ave, Suite 308250
City	State/Province/Country	ZIP/PostalCode
Bainbridge Island	WASHINGTON	98110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Rodman & Renshaw LLC	000281264
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
None	None
City	State/Province/Country	ZIP/Postal Code
None	Unknown	XX
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$11,000,000	USD	or Indefinite
Total Amount Sold	$2,200,000	USD
Total Remaining to be Sold	$8,800,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$140,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Banzai International, Inc.	/s/ Joe Davy	Joe Davy	CEO	2025-07-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the coupon rate on JPMorgan's PLTR-linked notes?

The notes pay a contingent coupon of at least 2.33333% per month (≥28.00% annually) when Palantir’s share price stays at or above 60% of the initial level on each Review Date.

When can JPMorgan redeem the notes early?

JPMorgan may call the notes on any Interest Payment Date starting 16 October 2025 (except the first, second and final dates), paying par plus the prior coupon.

How much principal could I lose if Palantir (PLTR) falls sharply?

If at maturity PLTR is below 60% of its initial price, repayment equals $1,000 × (1 + Stock Return), so losses exceed 40% and may reach 100%.

What is the estimated value versus the $1,000 issue price?

If priced today, JPMorgan estimates the fair value at $970.80; the final estimate will be disclosed at pricing and will not be less than $900.

Will the notes trade on an exchange?

No. The notes will not be listed; secondary liquidity depends on bids from JPMS and may be substantially below par.

Do I receive Palantir dividends through these notes?

No. Investors forgo all dividends and voting rights associated with PLTR shares.