CP BF Lending discloses 24.8% BNZI stake via convertible notes in Banzai International (BNZI)

Rhea-AI Filing Summary

CP BF Lending, LLC reports beneficial ownership of 1,079,713 shares of Banzai International, Inc. Class A common stock, representing 24.8% of the class. This consists of 1,079,709 shares issuable upon conversion of convertible notes and 4 existing shares. The notes mature on February 19, 2027 and are currently convertible at a price equal to 95% of the Class A share price on the trading day before any conversion notice, subject to a $4.50 floor on a post–reverse-split basis. The percentage is based on 3,280,551 shares outstanding as of July 14, 2026 plus the shares issuable upon full note conversion, excluding any additional shares from accrued interest.

Key Figures

Beneficially owned shares: 1,079,713 shares Ownership percentage: 24.8% Shares issuable on conversion: 1,079,709 shares +4 more

7 metrics

Beneficially owned shares 1,079,713 shares Total BNZI Class A shares beneficially owned by CP BF Lending, LLC

Ownership percentage 24.8% Portion of BNZI Class A common stock deemed owned by CP BF Lending, LLC

Shares issuable on conversion 1,079,709 shares BNZI Class A shares issuable upon full conversion of the Convertible Notes

Shares outstanding baseline 3,280,551 shares BNZI Class A shares outstanding as of July 14, 2026

Conversion price floor $4.50 per share Floor price for conversion of the Convertible Notes on a post–reverse-split basis

Conversion discount 95% of prior-day price Conversion price equals 95% of Class A share price before conversion notice

Maturity date February 19, 2027 Maturity of BNZI Convertible Notes held by CP BF Lending, LLC

Key Terms

Convertible Notes, reverse stock split, floor price, beneficially owned

4 terms

Convertible Notes financial

"issuable upon conversion of convertible notes held of record by CP BF Lending, LLC"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

reverse stock split financial

"reflect the 1-for-20 reverse stock split (the "Reverse Split") effective"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

floor price financial

"subject to a floor price of $2.50"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

beneficially owned financial

"Amount beneficially owned: 1,079,713 shares of Class A Common Stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

How much of Banzai International (BNZI) does CP BF Lending, LLC beneficially own?

CP BF Lending, LLC may be deemed to beneficially own 24.8% of Banzai International’s Class A common stock, based on 3,280,551 shares outstanding plus 1,079,709 shares issuable upon full conversion of its Convertible Notes.

How many BNZI shares are tied to CP BF Lending, LLC’s convertible notes?

CP BF Lending, LLC holds Convertible Notes currently convertible into 1,079,709 shares of BNZI Class A common stock, plus 4 already outstanding shares, for total beneficial ownership of 1,079,713 shares, before any accrued interest is added.

What is the current conversion price structure of BNZI’s convertible notes held by CP BF Lending, LLC?

The conversion price equals 95% of the Class A share price on the trading day before any conversion notice, subject to a floor price of $4.50 per share on a post–reverse-split basis, as amended on May 15, 2026.

When do the BNZI convertible notes held by CP BF Lending, LLC mature?

The Convertible Notes held by CP BF Lending, LLC mature on February 19, 2027. Until maturity, they may be converted into BNZI Class A common stock under the amended pricing formula tied to the market price with a $4.50 floor.

What share count did BNZI use to calculate CP BF Lending, LLC’s 24.8% ownership?

The 24.8% ownership is calculated using 3,280,551 BNZI Class A shares outstanding as of July 14, 2026, plus 1,079,709 shares issuable on full conversion of the notes, excluding any shares from accrued and unpaid interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/14/2026 - 09:28 PM Accepted by SEC EDGAR 08/14/2026 - 09:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Banzai International, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

06682J308

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 06682J308

1

Names of Reporting Persons

CP BF Lending, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,079,713.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,079,713.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,079,713.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

24.8 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Banzai International, Inc.
(b)	Address of issuer's principal executive offices: 435 ERICKSEN AVE, SUITE 250, BAINBRIDGE ISLAND, WASHINGTON, 98110.
Item 2.
(a)	Name of person filing: This statement is filed by CP BF Lending, LLC. CP BF Lending, LLC is the record and direct beneficial owner of the securities covered by this statement.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 1910 Fairview Ave. E., Suite 300, Seattle, WA 98102
(c)	Citizenship: See Item 4 on the cover page(s) hereto.
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP Number(s): 06682J308
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,079,713 shares of Class A Common Stock, which represents (i) 1,079,709 shares of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), issuable upon conversion of convertible notes held of record by CP BF Lending, LLC (the "Convertible Notes") and (ii) 4 shares of Class A Common Stock. The Convertible Notes may be converted into shares of Class A Common Stock, maturing on February 19, 2027. The original conversion price was $3.89 per share of Class A Common Stock. However, on October 10, 2025, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the conversion price to a price equal to 95% of the price of the Class A common stock on the trading day immediately preceding delivery of any conversion notice, subject to a floor price of $2.50. The conversion price was proportionately adjusted to reflect the 1-for-20 reverse stock split (the "Reverse Split") effective at the close of business on May 8, 2026, resulting in proportionate adjustments to the number of shares beneficially owned by the Reporting Person. On May 15, 2026, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the floor price applicable to the conversion price under the convertible note from $50.00 (as adjusted for the Reverse Split) to $4.50 (on a post-Reverse Split basis). The conversion price remains equal to 95% of the price of the Class A common stock on the trading day immediately preceding delivery of any conversion notice, subject to the floor price, as amended. The number of shares issuable upon conversion of the Convertible Notes does not give effect to any accrued and unpaid interest that is payable by adding such interest to the outstanding amount owing under the Convertible Notes at the next semi-annual interest payment date.
(b)	Percent of class: The Reporting Person may be deemed to own 24.8% of the Class A Common Stock of the Issuer. Percentage ownership calculation is based on 3,280,551 shares of our Class A Common Stock outstanding as of July14, 2026, as reported in the Issuer's Prospectus Supplement, dated August 11, 2026, to the Prospectus dated July 17, 2026 , plus 1,079,709 shares of Class A Common Stock issuable to CP BF Lending, LLC upon conversion of all of the Convertible Notes directly owned by CP BF Lending, LLC (without giving effect to any accrued and unpaid interest that is payable by adding such interest to the outstanding amount owing under the Convertible Notes at the next semi-annual interest payment date).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,079,713.00 shares of Class A Common Stock
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,079,713.00 shares of Class A Common Stock
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

CP BF Lending, LLC

Signature:	/s/ Alan Spragins
Name/Title:	Alan Spragins, Authorized Signatory
Date:	08/14/2026