0001193125-24-023808 | S-1/A | XBRL Viewer

15. Income Taxes

The Company estimates an annual effective tax rate of 0% for the year ended December 31, 2023 as the Company incurred losses for the nine month period ended September 30, 2023 and is forecasting an estimated net loss for both financial statement and tax purposes for the year ended December 31, 2023. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method in accordance with FASB ASC 740.

Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company cannot currently support that realization of its deferred tax assets is more likely than not.

At September 30, 2023, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized.

18. Income Taxes

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following:


	For the Years Ended December 31,
	2022					2021
Statutory federal income tax benefit	$	(3,248,385	)	21	%	$	(2,182,128	)	21	%
Permanent items		2,117,591		(14	)%		258,449		(2	)%
State taxes, net of federal tax benefit		(327,095	)	2	%		(317,955	)	3	%
Change in valuation allowance		1,435,042		(9	)%		1,817,277		(17	)%
Change in state tax rate		13,055		—	%		18,481		—	%
Other		9,792		—	%		(3,582	)	—	%

Effective tax rate	$	—		—	%	$	(409,458	)	4	%

The components of income tax provision (benefit) are as follows:


	As of December 31,
	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		(360,150	)
State and Local:
Current		—		—
Deferred		—		(49,308	)

Total	$	—	$	(409,458	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows:


	As of December 31,
	2022			2021
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	3,744,512		$	2,950,020
Contribution carryforwards		20,837			16,222
Stock-based compensation		25,216			17,989
Accrual to cash adjustment		482,109			255,440
Intangible assets		—			97,979
Lease Liabilities		119,971			—
Right of use assets		(71,024	)		—
Capitalized R&D costs (Sec. 174)		451,195			—
Other		696			820

		4,773,512			3,338,470
Valuation allowance		(4,773,512	)		(3,338,470	)

Deferred tax assets, net of allowance	$	—		$	—

As of December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $15,325,300 and $9,175,400, respectively. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $11,863,100 and $7,911,700, respectively. Federal losses of $124,500 begin to expire in 2036 and $15,200,800 of the federal losses carryforward indefinitely. State losses of $7,357,300 begin to expire in 2031 and $1,818,100 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments.

The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2022 and 2021. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022, and 2021.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2022,

open years related to all jurisdictions are 2022, 2021, 2020, 2019, 2018, 2017, and 2016.

The Company has no open tax audits with any taxing authority as of December 31, 2022.

Note

10-Income

Taxes

The Company’s general and administrative costs are generally considered

start-up

costs and are not currently deductible.

The income tax (benefit) provision consists of the following:


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Current
Federal	$	558,171		$	—
State		207,383			—
Deferred
Federal		(980,668	)		(558,031	)
State		—			—
Valuation allowance		980,668			558,031

Income tax provision	$	765,554		$	—

The Company’s net deferred tax asset is summarized as follows:


	December 31,
	2022			2021
Deferred tax assets:
Start-up/Organization costs	$	2,068,988		$	530,288
Net operating loss carryforwards		49,118			49,118

Total deferred tax assets		2,118,106			579,406
Valuation allowance		(2,118,106	)		(579,406	)

Deferred tax asset, net of allowance	$	—		$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of a deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax asset and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the valuation allowance increased by approximately $981,000 and approximately $558,000, respectively.

As of December 31, 2022, there were no federal net operating loss carryovers to offset future taxable income. The net operating loss carryovers were fully utilized. As of December 31, 2021, the Company had approximately $234,000 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income.

There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or

aterial deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Statutory federal income tax rate		21.0	%		21.0	%
State taxes		7.0	%		0.0	%
Change in fair value of derivative warrant liabilities		-28.1	%		-25.8	%
Change in rate on deferred tax asset		-1.8	%		0.0	%
Change in valuation allowance		9.5	%		4.8	%

Effective tax rate		7.6	%		0.0	%

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Related Party Transaction	9 Months Ended	12 Months Ended
Related Party Transaction	Sep. 30, 2023	Dec. 31, 2022
7GC Co Holdings INC [Member]
Related Party Transaction [Line Items]
Related Party Transactions	Note 4-Related Party Transactions Founder Shares On September 18, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share. On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s four director nominees. In December 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding. Certain of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor. Of the 5,750,000 Founder Shares outstanding, up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own 20.0 % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 28, 2020; thus, the 750,000 Founder Shares were no longer subject to forfeiture. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. On June 16, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with the Holders in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,172,000 shares of Class A common stock of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100 % of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration the Forfeited Shares and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million. Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. On August 4, 2023, the Sponsor entered into a Sponsor Forfeiture Agreement (the “Sponsor Forfeiture Agreement”) with the Company and Banzai, pursuant to which, contingent upon Closing, the Sponsor agreed to forfeit all 7,350,000 of its Private Placement Warrants to purchase shares of the Company’s Class A common stock, exercisable at $ 11.50 per share (the “Forfeited Private Placement Warrants”), acquired by the Sponsor in December 2020 in connection with the Initial Public Offering. At the Closing, the Forfeited Private Placement Warrants shall be transferred from the Sponsor to the Company for cancellation in exchange for no consideration and the Company shall retire and cancel all of the Forfeited Private Placement Warrants. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $ 1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $ 1.00 per Warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2023 and December 31, 2022, the Company had nothing outstanding under this Working Capital Loan. On December 21, 2022, the Company issued the Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 . Up to $ 500,000 of the Note may be drawn and used for Working Capital Drawdowns and up to $ 1,800,000 of the Note may be drawn and used for Extension Drawdowns. The Company borrowed $ 1,100,000 under the Note on December 21, 2022, $ 900,000 of which was an Extension Drawdown and $ 200,000 of which was a Working Capital Drawdown. The Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $ 0.0001 par value per share, of the Company (the “Converted Shares”) equal to the principal amount of the Note so converted divided by $ 10.00 . The terms of the Converted Shares, if issued, will be identical to the terms of the Company’s Public Shares, except that the Converted Shares (x) will not be registered under the Securities Act, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among the Company, the Sponsor, and certain other parties thereto. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On February 9, 2023 the Company borrowed an additional $ 177,500 under the Note which was a Working Capital Drawdown. During the three months ended June 30, 2023 an additional $ 122,500 was borrowed under the Working Capital Drawdown, for a total outstanding of $ 500,000 . During the three months ended June 30, 2023 an additional $ 900,000 was borrowed as an Extensions drawdown, for a total outstanding of $ 1,800,000 ] . No additional borrowing during the three and nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022 $ 2,300,000 and $ 1,100,000 was outstanding on the loan, respectively. On October 3, 2023, the Company issued the Second Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 500,000 for working capital purposes. The Second Note does no t bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account established in connection with the Company’s Initial Public Offering upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Second Note, in whole or in part, into that number of the Converted Shares, equal to the principal amount of the Second Note so converted divided by $ 10.00 . Administrative Support Agreement The Company agreed to pay $ 10,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the three and nine months ended September 30, 2023 and 2022, the Company incurred approximately $ 30,000 and $ 90,000 in expenses for these services. These expenses were included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations. There was $ 30,000 and $ 0 outstanding balance for such services as of September 30, 2023 and December 31, 2022, respectively. Due to Related Party In the three and nine months ended September 30, 2023, the Sponsor paid certain expenses on behalf of the Company. As of September 30, 2023, the outstanding balance for such advances were approximately $ 67,000 which was included in due to related party in current liabilities on the accompanying condensed consolidated balance sheets. There was $ 48,000 of such advances outstanding as of December 31, 2022.	Note 4-Related Party Transactions Founder Shares On September 18, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share. On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s four director nominees. In December 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding. Certain of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor. Of the 5,750,000 Founder Shares outstanding, up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 28, 2020; thus, the 750,000 Founder Shares were no longer subject to forfeiture. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.4 million. Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note - Related Party On September 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Initial Note”). This loan was non-interest bearing and was due upon the completion of the Initial Public Offering. The Company borrowed $150,000 under the Initial Note and repaid the Initial Note in full on December 28, 2020. As of December 31, 2022 and 2021, the Initial Note is no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, if specified by the note, at the lenders’ discretion, up to $1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $ 1.00 per Warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, the Company had no WorkingCapital Loans outstanding. On December 21, 2022, the Company issued the Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $2,300,000. Up to $500,000 of the Note may be drawn and used for Working Capital Drawdowns and up to $1,800,000 of the Note may be drawn and used for Extension Drawdowns. The Company borrowed $1,100,000 under the Note on December 21, 2022, $900,000 of which was an Extension Drawdown and $200,000 of which was a Working Capital Drawdown. The Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $0.0001 par value per share, of the Company (the “Converted Shares”) equal to the principal amount of the Note so converted divided by $10.00. The terms of the Converted Shares, if issued, will be identical to the terms of the Company’s Public Shares, except that the Converted Shares (x) will not be registered under the Securities Act, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among the Company, the Sponsor, and certain other parties thereto. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On February 9, 2023 the Company borrowed an additional $177,500 under the Note which was a Working Capital Drawdown. Administrative Support Agreement The Company agreed to pay $10,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. In each of the years ended December 31, 2022 and 2021, the Company incurred and paid approximately $120,000 in expenses for these services. These expenses were included in general and administrative expenses in the accompanying consolidated statements of operations. There was no outstanding balance for such services as of December 31, 2022 and 2021. Due to Related Party The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates. As of December 31, 2022 and 2021, there were approximately $48,000 and $0, respectively, of such fees included as due to related party on the accompanying consolidated balance sheets.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Summary of convertible notes

Related Party Transactions (Details) - USD ($)				1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 04, 2023	Feb. 09, 2023	Dec. 28, 2020	Dec. 31, 2020	Sep. 18, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Oct. 03, 2023	Jun. 16, 2023	Dec. 21, 2022	Dec. 08, 2022	Jan. 29, 2021
Related Party Transactions (Details) [Line Items]
Common stock par value						$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001					$ 0.0001
7GC Co Holdings INC [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value															$ 0.0001
Office space, utilities and secretarial and administrative support expenses								$ 10,000		$ 10,000
Incurred and expensed expenses						$ 30,000	$ 90,000	30,000	$ 90,000	120,000	$ 120,000
Proceeds from related party debt								$ 1,200,000	$ 0	$ 1,100,000	$ 0
Debt instrument conversion price per share \| $ / shares						$ 10		$ 10		$ 10
Temporary equity, shares outstanding													3,172,000
Loans payable current						$ 2,300,000		$ 2,300,000		$ 1,100,000
7GC Co Holdings INC [Member] \| Sponsor Forfeiture Agreement [Member] \| Forfeited Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Warrants issued	7,350,000
Warrants price per share	$ 11.5
7GC Co Holdings INC [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares			3,000,000
7GC Co Holdings INC [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares								18,850,000		18,850,000
Warrants issued								7,350,000		7,350,000
Warrants price per share						$ 1		$ 1		$ 1
Generating gross proceeds								$ 7,400,000		$ 7,400,000
7GC Co Holdings INC [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares					$ 25,000
Price per share					$ 0.005
Transfer of shares				25,000
Founder shares outstanding				5,750,000
Transfer of initial stockholders share				14,286
Shares subject to forfeiture				750,000
Issued and outstanding shares percentage				20.00%
7GC Co Holdings INC [Member] \| Founder Shares [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture			750,000
7GC Co Holdings INC [Member] \| Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value						0.0001		$ 0.0001		$ 0.0001	$ 0.0001
7GC Co Holdings INC [Member] \| Common Class B [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares					5,031,250
Common stock par value					$ 0.0001
Stock dividends				0.143
Founder shares outstanding				5,750,000
7GC Co Holdings INC [Member] \| Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value						0.0001		0.0001		$ 0.0001	0.0001
Common stock equals or exceeds per share						$ 12		$ 12			$ 12
Temporary equity, shares outstanding						3,329,638		3,329,638		5,076,777			3,172,000
Percentage of redemption of common stock subject to forfeiture													100.00%
7GC Co Holdings INC [Member] \| Common Class A [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Warrants price per share						$ 11.5		$ 11.5		$ 11.5
7GC Co Holdings INC [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value													$ 0.0001
Outstanding balance for advances						$ 67,000		$ 67,000
Proceeds from related party debt						0		0
Due to Related Parties						$ 30,000		$ 30,000		$ 0
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Working Capital Drawdowns and Extension Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value						$ 0.0001		$ 0.0001		$ 0.0001
Maximum borrowing capacity						$ 2,300,000		$ 2,300,000		$ 2,300,000				$ 2,300,000
Proceeds from related party debt								1,100,000		1,100,000
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Working Capital Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity						500,000		500,000		500,000				900,000
Proceeds from related party debt		$ 177,500				122,500		900,000		900,000
Debt Instrument Carrying Amount						500,000		500,000
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Working Capital Drawdowns [Member] \| Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from related party debt		$ 177,500
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Extension Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity						1,800,000		1,800,000		1,800,000				$ 1,800,000
Proceeds from related party debt						900,000				200,000
Debt Instrument Carrying Amount						$ 1,800,000		$ 1,800,000
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Out Of Pocket Expenses [Member]
Related Party Transactions (Details) [Line Items]
Outstanding balance for advances										$ 48,000	$ 0
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value													$ 0.0001
7GC Co Holdings INC [Member] \| Promissory Note Related Party [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount					$ 300,000
Borrowed loan (in Dollars)					$ 150,000
7GC Co Holdings INC [Member] \| Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Warrants price per share						$ 1		$ 1		$ 1
Related party transaction								$ 1,500,000		$ 1,500,000
7GC Co Holdings INC [Member] \| Working Capital Loans [Member] \| Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount												$ 500,000
Debt instrument conversion price per share \| $ / shares												$ 10
Debt Instrument, Interest Rate, Stated Percentage												0.00%

Cover Page	9 Months Ended
Cover Page	Sep. 30, 2023
Document Information [Line Items]
Entity Registrant Name	Banzai International, Inc.
Document Type	S-1/A
Amendment Flag	false
Entity Central Index Key	0001826011
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	206
Local Phone Number	414-1777
Entity Tax Identification Number	85-3118980
Entity Primary SIC Number	7372
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	206
Local Phone Number	414-1777
Contact Personnel Name	Joseph Davy

Deferred Revenue - Schedule of change in deferred revenue (Detail) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Contract with Customer, Liability [Abstract]
Deferred revenue, beginning of period	$ 930,436	$ 1,060,040	$ 1,060,040	$ 604,134
Billings	3,401,102		5,040,665	5,127,696
Revenue recognized (prior year deferred revenue)	(915,931)	$ 919,764	(1,004,697)	(482,126)
Revenue recognized (current year deferred revenue)	(2,524,599)		(4,165,572)	(4,304,195)
Deferred revenue balance acquired (Demio)			0	114,531
Deferred revenue, end of period	$ 891,008		$ 930,436	$ 1,060,040

Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt Instrument [Line Items]

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of September 30, 2023:


	Related Party			Third Party
Face value of the convertible notes	$	6,633,538		$	3,346,206
Debt discount, net		(666,402	)		(430,808	)

Carrying value of the convertible notes		5,967,136			2,915,398
Accrued interest		497,961			191,418

Total convertible notes and accrued interest	$	6,465,097		$	3,106,816

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022:


	Related Party			Third Party
Face value of the convertible notes	$	4,100,538		$	1,861,206
Debt discount, net		(828,089	)		(419,601	)

Carrying value of the convertible notes		3,272,449			1,441,605
Accrued interest		152,578			48,702

Total convertible notes and accrued interest	$	3,425,027		$	1,490,307

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022:


	Related Party			Third Party
Face value of the convertible notes	$	4,100,538		$	1,861,206
Debt discount, net		(828,089	)		(419,601	)

Carrying value of the convertible notes		3,272,449			1,441,605
Accrued interest		152,578			48,702

Total convertible notes and accrued interest	$	3,425,027		$	1,490,307

Loan Agreement With CPBF Lending LLC [Member]

Debt Instrument [Line Items]

Summary of convertible notes

scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility.

The following table presents the CP BF convertible notes as of September

2023


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(44,045	)

Carrying value of the CB BF convertible notes		1,777,300
Accrued interest		808,797

Total CB BF convertible notes and accrued interest	$	2,586,097

The following table presents the CP BF convertible notes as of December 31, 2022:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(63,715	)

Carrying value of the CB BF convertible notes		1,757,630
Accrued interest		518,904

Total CB BF convertible notes and accrued interest	$	2,276,534

The following table presents the CP BF convertible notes as of December 31, 2022:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(63,715	)

Carrying value of the CB BF convertible notes		1,757,630
Accrued interest		518,904

Total CB BF convertible notes and accrued interest	$	2,276,534

The following table presents the CP BF convertible notes as of December 31, 2021:


Face value of the CB BF convertible notes	$	1,500,000
Debt discount, net		(62,529	)

Carrying value of the CB BF convertible notes		1,437,471
Accrued interest		217,124

Total CB BF convertible notes and accrued interest	$	1,654,595

Summary of term notes

The following table presents the CP BF term note as of September 30, 2023:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(133,517	)

Carrying value of the CB BF term note		6,366,483
Accrued interest		664,301

Total CB BF term note and accrued interest	$	7,030,784

The following table presents the CP BF term note as of December 31, 2022:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(192,911	)

Carrying value of the CB BF term note		6,307,089
Accrued interest		186,962

Total CB BF term note and accrued interest	$	6,494,051

The following table presents the CP BF term note as of December 31, 2022:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(192,911	)

Carrying value of the CB BF term note		6,307,089
Accrued interest		186,962

Total CB BF term note and accrued interest	$	6,494,051

The following table presents the CP BF term note as of December 31, 2021:


Face value of the CB BF term note	$	6,500,000
Debt discount, net	$	(260,917	)

Carrying value of the CB BF term note	$	6,239,083
Accrued interest	$	86,095

Total CB BF term note and accrued interest	$	6,325,178

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Contract with Customer, Liability [Abstract]

Initial Public Offering (Details) - 7GC Co Holdings INC [Member] - USD ($) $ / shares in Units, $ in Millions		9 Months Ended	12 Months Ended
	Dec. 28, 2020	Sep. 30, 2023	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Description of initial public offering		Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).	Each Unit consists of one Public Share and one-half of one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	23,000,000
Price per share (in Dollars per share)	$ 10
Gross proceeds from initial public offering	$ 230.0
Offering costs	13.2
Deferred underwriting commission	$ 8.1
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Shares)	3,000,000

Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid data license and subscription costs	$ 6,250	$ 3,124	$ 23,344
Prepaid consulting costs	16,539	40,000	0
Prepaid advertising and marketing costs	0	32,178	0
Prepaid merchant fees	26,600	26,401	26,513
Prepaid insurance costs	25,173	15,430	8,992
Prepaid software costs	24,620	10,255	73,017
Prepaid interest		0	387,724
Prepaid employee benefit costs		0	19,056
Other current assets	44,129	136,382	129,210
Total prepaid expenses and other current assets	$ 143,311	$ 263,770	$ 667,856

Business Combinations & Asset Acquisitions (Details) - Schedule of Fair Value of Net Assets Acquired by Business Acquisitions - USD ($)	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 233,352
Property, plant and equipment	6,265
Technology	1,169,000
Trade names and trademarks	546,000
Goodwill	2,171,526	$ 2,171,526	$ 2,171,526	$ 0
Total assets	4,126,143
Liabilities
Accounts payable and other accrued expenses	180,117
Deferred revenue	136,568
Deferred tax liability	409,458
Total liabilities	726,143
Total net assets acquired	3,400,000
Cash Paid at Closing	3,400,000
Total purchase price	$ 3,400,000

Deferred Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Schedule of change in deferred revenue

The change in deferred revenue was as follows for the periods indicated:


	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Deferred revenue, beginning of period	$	930,436		$	1,060,040
Billings		3,401,102			5,040,665
Revenue recognized (prior year deferred revenue)		(915,931	)		(1,004,697	)
Revenue recognized (current year deferred revenue)		(2,524,599	)		(4,165,572	)

Deferred revenue, end of period	$	891,008		$	930,436

The change in deferred revenue was as follows for the years indicated:


	December 31,
	2022			2021
Deferred revenue, beginning of period	$	1,060,040		$	604,134
Billings		5,040,665			5,127,696
Revenue recognized (prior year deferred revenue)		(1,004,697	)		(482,126	)
Revenue recognized (current year deferred revenue)		(4,165,572	)		(4,304,195	)
Deferred revenue balance acquired (Demio)		—			114,531

Deferred revenue, end of period	$	930,436		$	1,060,040

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Annual effective tax rate					0.00%	4.00%
Income tax expense			$ 17,081	$ 15,382	$ 0	$ (409,458)
Unrecognized tax benefits	$ 0		0		$ 0	0
Income tax examination, description					open years related to all jurisdictions are 2022, 2021, 2020, 2019, 2018, 2017, and 2016.
Unrecognized tax benefits, income tax penalties and interest expense					$ 0	0
Domestic Tax Authority [Member]
Operating Loss Carryforwards					15,325,300	11,863,100
Domestic Tax Authority [Member] \| Expirable Tax Year 2036 [Member]
Operating Loss Carryforwards					124,500
Domestic Tax Authority [Member] \| Not Expirable [Member]
Operating Loss Carryforwards					15,200,800
State and Local Jurisdiction [Member]
Income tax expense			$ 0
Operating Loss Carryforwards					9,175,400	7,911,700
State and Local Jurisdiction [Member] \| Not Expirable [Member]
Operating Loss Carryforwards					1,818,100
State and Local Jurisdiction [Member] \| Expirable Tax Year 2031 [Member]
Operating Loss Carryforwards					7,357,300
Forecast [Member]
Annual effective tax rate			0.00%
7GC Co Holdings INC [Member]
Operating loss carryovers					$ 0	$ 234,000
Valuation allowance					$981,000	$558,000
Annual effective tax rate					7.60%	0.00%
Income tax expense	$ 10,424	$ 212,639	$ 243,374	$ 223,703	$ 765,554

Asset Disposal (Details) - USD ($)			12 Months Ended
Asset Disposal (Details) - USD ($)	Jul. 01, 2022	Aug. 14, 2020	Dec. 31, 2022	Dec. 31, 2020	Sep. 30, 2023	Dec. 31, 2021	Jan. 29, 2021
Asset Acquisition [Line Items]
Asset acquisition, in exchange for cash			$ 400,000
Asset acquisition, transaction cost			$ 49,000
Common stock, par or stated value per share			$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
High Attendance [Member]
Asset Acquisition [Line Items]
Asset acquisition, in exchange for cash		$ 449,000
Asset acquisition, transaction cost		49,000
High Attendance [Member] \| Common Class A [Member] \| Restricted Stock [Member]
Asset Acquisition [Line Items]
Asset acquisition, in exchange for cash	$ 17,500
Asset Acquisition, in exchange for restricted shares		$ 133,257
Cancellation of shares	133,257		133,257
Common stock, par or stated value per share	$ 0.0001
Share-based payment award, award vesting period				24 months
Gain (loss) recognized on nonmonetary transactions			$ 0

Class A Common Stock Subject to Possible Redemption

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Class A Common Stock Subject to Possible Redemption (Details) [Line Items]

Class A Common Stock Subject to Possible Redemption

Note

7-Class

A Common Stock Subject to Possible Redemption

The

Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue

100,000,000

shares of Class A common stock with a par value of $

0.0001

per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were

3,329,638

and

5,076,777

shares of Class A common stock outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets. On December 2, 2022 and June 26, 2023, the Company held the stockholders meetings described in Note 1. Stockholders holding

17,923,223

and

1,747,139

Public Shares exercised their right to redeem such shares for a pro rata portion of the marketable securities in the Trust Account. In addition, as of September 30, 2023 and December 31, 2022, $

1,800,000

was deposited by the Company in to the Trust Account for the benefit of the public stockholders. As of September 30, 2023,

1,747,139

shares of Class A common stock have been exercised for redemption and were classified as liabilities at approximately $

10.55

per share.

The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(12,403,774	)
Fair value of Public Warrants at issuance		(13,340,000	)
Plus:
Remeasurement of Class A common stock to redemption value		28,519,292
Redemption of Class A common stock		(180,858,526	)

Class A common stock subject to possible redemption, December 31, 2022		51,916,992
Remeasurement of Class A common stock to redemption value		2,003,593
Redemption of Class A common stock		(18,443,646	)

Class A common stock subject to possible redemption, September 30, 2023	$	35,476,939

Note

7-Class

A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were

5,076,777 and

23,000,000 shares of Class A common stock outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity on the consolidated balance sheets. On December 2, 2022, the Company held the stockholders meeting described in Note 1. Stockholders holding 17,923,223 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

In addition, as of December 31, 2022, $900,000 was deposited by the Company

to the Trust Account for the benefit of the public stockholders.

The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Amount allocated to Public Warrants		(13,340,000	)
Class A common stock issuance costs		(12,403,774	)
Plus:
Accretion of carrying value to redemption value		25,743,774

Class A common stock subject to possible redemption, December 31, 2021		230,000,000
Less:
Redemption of Class A common stock subject to possible redemption		(180,858,526	)
Plus:
Increase in redemption value of Class A common stock subject to redemption		2,775,518

Class A common stock subject to possible redemption, December 31, 2022	$	51,916,992

Revenue - Schedule of Accounts Receivable, Net (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 94,398	$ 68,416	$ 141,408	$ 74,727	$ 32,137

Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

4. Revenue

Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time.

The Company’s services include providing

end-to-end

video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and

in-person

marketing campaigns.

As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net

30-day

payment terms with the payment made directly through check or electronic means.

Banzai’s Management believes its exposure to Credit Risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients.

The Company follows the provisions of ASC 606, under which the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognize revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Nature of Goods and Services

The following is a description of the Company’s goods and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable:

Demio

The Demio product is a full-stack technology that marketers can leverage live and automated for video marketing content such as webinars and virtual events. Software products are provided to Demio customers for a range of attendees and hosts within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided.

Reach

The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and

in-person

There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.

Disaggregation of Revenue

The following table summarizes revenue by region based on the billing address of customers:


	Nine Months Ended September 30,
	2023					2022
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,041,393		59	%	$	2,679,437		62	%
Europe, Middle East and Africa (EMEA)		1,157,712		33	%		1,300,286		30	%
Asia Pacific		279,689		8	%		332,708		8	%

Total	$	3,478,794		100	%	$	4,312,431		100	%

Contract Balances

Accounts Receivable, Net

A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. The timing of revenue recognition may differ from the timing of invoicing to customers.


	Opening Balance 1/1/2023		Closing Balance 9/30/2023		Opening Balance 1/1/2022		Closing Balance 9/30/2022
Accounts receivable, net	$	68,416	$	94,398	$	74,727	$	141,408

Costs to Obtain a Contract

Sales commissions, the principal costs incurred to obtain a contract are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the nine months ended September 30, 2023 and 2022, commission expenses were $283,210 and $311,149, respectively. Capitalized commissions at September 30, 2023 and December 31, 2022 were $21,546 and $69,737 respectively.

The following summarizes the costs to obtain a contract activity during the nine months ended September 30, 2023:


Balance—December 31, 2022	$	69,737
Commissions incurred		200,550
Deferred commissions recognized		(248,741	)

Balance—September 30, 2023	$	21,546

6. Revenue

The Company’s services include providing

end-to-end

video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and

in-person

marketing campaigns.

As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net 30 days payment terms with the payment made directly through check or electronic means.

Banzai’s Management believes its exposure to Credit Risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients.

Nature of Goods and Services

Demio

Reach

in-person

events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.

Disaggregation of Revenue

The following table summarizes revenue by region based on the billing address of customers:


	Year Ended December 31,
	2022					2021
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	3,307,129		62	%	$	3,521,217		68	%
Europe, Middle East and Africa (EMEA)		1,588,539		30	%		1,351,589		26	%
Asia Pacific		437,311		8	%		334,404		6	%

Total	$	5,332,979		100	%	$	5,207,210		100	%

Contract Balances

Accounts Receivable

customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. The timing of revenue recognition may differ from the timing of invoicing to customers.


	12/31/2022				12/31/2021
	Opening Balance		Closing Balance		Opening Balance		Closing Balance
Accounts receivable, net	$	74,727	$	68,416	$	32,137	$	74,727

Costs to Obtain a Contract

Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the years ended December 31, 2022 and 2021, commission expenses were $434,446 and $513,293, respectively. Capitalized commissions at the years ended 2022 and 2021 were $69,737 and $90,662, respectively.

The following summarizes the Costs to obtain a contract activity in 2022 and 2021:


Balance-December 31, 2020	$	136,276

Commissions Incurred		407,035
Deferred Commissions Recognized		(452,649	)

Balance-December 31, 2021		90,662
Commissions Incurred		343,003
Deferred Commissions Recognized		(363,928	)

Balance-December 31, 2022	$	69,737

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

Initial Public Offering	9 Months Ended	12 Months Ended
Initial Public Offering	Sep. 30, 2023	Dec. 31, 2022
7GC Co Holdings INC [Member]
Initial Public Offering [Line Items]
Initial Public Offering	Note 3-Initial Public Offering On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).	Note 3-Initial Public Offering On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one Public Share and one-half of one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

10. Debt

Convertible Notes

Convertible Notes—Related Party

% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. The Old Alco Note bore interest at a rate of 15% per annum until exchanged. The outstanding principal and accrued interest were due and payable on the December 31, 2023 (“Original Maturity Date”), provided that, Alco could elect to extend the Original Maturity Date up to two times by additional

12-month

increments by delivering written notice to the Company prior to the Original Maturity Date of such election. The outstanding principal and interest under the Old Alco Note was, at the Holder’s election, either (i) effective upon the closing of an Equity Financing (as defined in the agreement), to be converted into shares of the same series of preferred stock of the Company issued to other investors in the Equity Financing (the “Equity Financing Securities”) at a conversion price equal to 85% of the price per share of Equity Financing Securities paid by the other investors in the Equity Financing, with any resulting fraction of a share rounded to the nearest whole share (with 0.5 being rounded up) (the “Conversion Option”) or (ii) immediately prior to the closing of an Equity Financing, become due and payable in cash.

The embedded redemption put feature upon an Equity Financing is not clearly and closely related to the debt host instrument, was separated from the debt host and initially measured at fair value. Subsequent changes in fair value of the feature are recognized in the Consolidated Statement of Operations. The fair value (see Note 5) of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

$151,000 debt discount upon issuance of the Old Alco Note. For the nine months ended September 30, 2022, interest expense on the Old Alco Note totaled $124,621, comprised of $100,274 of contractual interest and $24,347 for the amortization of the discount. The effective interest rate was 20% prior to the exchange of the Old Alco Note as noted below.

On July 19, 2022, the Company and Alco entered into an exchange agreement whereby Alco and the company agreed to the cancellation of the Old Alco Note in exchange for the issuance of a new subordinated convertible promissory note in the principal amount of $2,101,744 (representing the principal amount plus accrued interest under the Old Alco Note) (the “New Alco Note”). In accordance with ASC 470 Debt, the Company treated the Old Alco Note as extinguished and recognized a loss on debt extinguishment of $56,653, determined by the sum of the fair value of the New Alco Note in excess of the carrying value of the Old Alco Note less the bifurcated embedded derivative liability at the time of the modification.

Between July and September 2022, the Company issued additional subordinated convertible notes (together with the New Alco Note, the “2022 Related Party Convertible Notes”) for an aggregate amount of $4,100,538 to related parties Alco and DNX. Between March and September 2023, the Company issued additional subordinate convertible notes (together with the 2022 Related Party Convertible Notes, the “Related Party Convertible Notes”) for an aggregate amount of $2,533,000 to related parties Alco, DNX and William Bryant. DNX held in excess of 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. William Bryant will become a member of the Board of Directors upon completion of the Merger. The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a

majority-in-interest

of the Notes then outstanding on or after September 1, 2023, (b) consummation of a Liquidity Event (as defined in the agreement), or (c) the written demand by the Majority Holders (as defined in the agreement) after an Event of Default (as defined in the agreement) has occurred. In the event of a Liquidity Event (as defined below) while this Note is outstanding, immediately prior to the closing of such Liquidity Event and in full satisfaction of this Note, an amount equal to the greater of (a) the Outstanding Amount, or (b) two times (2x) the principal amount of this Note then outstanding shall become immediately due and payable in cash.

In March 2023, the 2022 Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future.

The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 5).

Discounts to the principal amounts are included in the carrying value of the Related Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $1,279,840 debt discount upon issuance of the above described Related Party Convertible Notes, which is comprised of $1,262,026 related to the bifurcated derivative and $17,814 of debt issuance costs. During the nine months ended September 30, 2023, the Company recorded a $1,107,016 debt discount upon issuance of additional Related Party Convertible Notes. For the nine months ended September 30, 2023, interest expense on the Related Party Convertible Notes totaled

1,614,085

, comprised of $

345,382

of contractual interest and $

1,268,703

for the amortization of the discount. The effective interest rate for each of the Related Party Convertible Notes ranged from

% to

110

% as of September 30, 2023.

Convertible Notes—Third Party

Between July and September 2022, the Company issued additional subordinated convertible notes (the “2022 Third Party Convertible Notes”) for an aggregate amount of $1,861,206 to third-party creditors. Between March and September 2023, the Company issued additional subordinate convertible notes (together with the 2022 Third Party Convertible Notes, the “Third Party Convertible Notes”) for an aggregate amount of $1,485,000 to third-party creditors. The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a

majority-in-interest

In March 2023, the 2022 Third Party Convertible Notes were amended to extend the maturity to

December 31, 2023

The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future.

$571,974 related to the bifurcated derivative and $8,082 of debt issuance costs. During the nine months ended September 30, 2023, the Company recorded a $578,825 debt discount upon issuance of additional Related Party Convertible Notes. For the nine months ended September 30, 2023, interest expense on the Related Party Convertible Notes totaled $711,050, comprised of $142,717 of contractual interest and $568,333 for the amortization of the discount. The effective interest rate for each of the Related Party Convertible Notes ranged from 28% to 110% as of September 30, 2023.

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of September 30, 2023:


	Related Party			Third Party
Face value of the convertible notes	$	6,633,538		$	3,346,206
Debt discount, net		(666,402	)		(430,808	)

Carrying value of the convertible notes		5,967,136			2,915,398
Accrued interest		497,961			191,418

Total convertible notes and accrued interest	$	6,465,097		$	3,106,816

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022:


	Related Party			Third Party
Face value of the convertible notes	$	4,100,538		$	1,861,206
Debt discount, net		(828,089	)		(419,601	)

Carrying value of the convertible notes		3,272,449			1,441,605
Accrued interest		152,578			48,702

Total convertible notes and accrued interest	$	3,425,027		$	1,490,307

Promissory Notes

On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $150,000 to Alco Investment Company, a related party. Alco held approximately 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. The Alco August Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on October 31, 2023. As of September 30, 2023, $150,000 of principal and $1,052 of accrued interest is outstanding under the Alco August Promissory Note recorded in note payable—related party on the condensed balance sheets.

On September 13, 2023, the Company issued a subordinate promissory note (“Alco September Promissory Note”) in the aggregate principal amount of up to $1,500,000 to Alco Investment Company, a related party. The Alco September Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on January 10, 2024. As of September 30, 2023, $1,000,000 of principal and $3,945 of accrued interest is outstanding under the Alco September Promissory Note recorded in note payable—related party on the condensed consolidated balance sheets.

Term and Convertible Notes (CP BF)

On February 19, 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) for $8,000,000 (the “Loan Agreement”). The Loan Agreement was comprised of a Term Note for $6,500,000 and a Convertible Note for $1,500,000, with the option upon the request of the Company for Additional Loan (“Additional Loan”) principal amount of up to $7,000,000, evidenced by additional notes with 81.25% of the

principal amount of such Additional Loan being evidenced by a Term Note, and 18.75% of the principal amount of such an Additional Loan being evidenced by a Convertible Note. The Term Note bears cash interest at a rate of 14% per annum paid monthly and accrued interest

payable-in-kind

(“PIK”) cumulatively at 1.5% per annum. The outstanding principal balance of the Term Note together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 (“Loan Maturity Date”). The Convertible Note accrues PIK interest cumulatively at a rate of 15.5%

per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price. If not sooner converted or prepaid, the Convertible Note principal together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on the Loan Maturity Date. Upon the occurrence, and during the continuance, of an Event of Default (as defined in the agreement), interest on the Term Note will bear cash interest at a per annum rate of 20% (“Default Rate”) and no PIK interest shall accrue at any time during an Event of Default and the Convertible Note will bear PIK Interest at a per annum at the Default Rate.

1.0

% of the outstanding principal balance of the Loans, with only the portion of the principal balance so converted counted for purposes of determining the applicable Exit Fee; and provided further, that, in the event of a partial prepayment of the Loans, the Exit Fee shall be calculated on the principal amount so repaid and not on the entire outstanding principal balance thereof, and (iv) all other Obligations, if any, that shall have become due and payable hereunder with respect to the principal amount so prepaid.

The Loan Agreement contains customary covenants, including restrictions on the Company’s ability to incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets, among others. The Loan Agreement also contains other financial covenants related to minimum gross profit margin, minimum ARR (Annual Recurring Revenue) growth rate, and fixed charge ratio, among other financial covenants per the terms of the Loan Agreement. The Loan Agreement is secured by a first-priority Lien (subject to Permitted Liens) on and security interest in the Collateral pursuant to the terms of the Collateral Documents. The Loan Agreement named Joseph Davy, CEO, as Guarantor, and per the term of the Loan Agreement, he is willing to guarantee the full payment, performance and collection of all of the Credit Parties’ obligations thereunder and under the Loan Agreement, all as further set forth therein.

For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets.

Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by CP BF or cured to the satisfaction of Lender, subject to the exercise of customary commercial underwriting standards in determining such satisfaction, Lender may, without notice or demand to the Credit Parties declare the unpaid principal of and any accrued interest shall be immediately due and payable. While the Company and the Lender are engaged in good faith discussions to resolve these matters, no agreement to resolve such matters has been reached and all of the Loans remain in default for the reasons stated above, and the Lender is not presently exercising remedies, which the Lender reserves the right to so do at any time.

On August 24, 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with CP BF Lending. Under the terms of this Forbearance Agreement, and as a result of the Company’s

non-compliance

with certain covenants of its Loan Agreement with CP BF, CP BF agreed to (i) amend certain provisions of the Loan Agreement to clarify the treatment of the Merger with 7GC under the Loan Agreement, (ii) consent to the consummation of the Merger Agreement with 7GC and (iii) forbear from exercising any of its rights and remedies under the Loan Agreement with the Company from the effective date of the Forbearance Agreement until the earlier of (a) the four-month anniversary of the closing of the Merger if the Merger is closed on or prior to December 29, 2023, (b) December 29, 2023 if the Merger is not consummated on or prior to December 29, 2023 or (c) the date on which any Termination Event (as defined within the Forbearance Agreement) shall have occurred. In connection with the Forbearance Agreement, CP BF and the Company also agreed to amend and restate CP BF’s existing convertible promissory notes (the “A&R CP BF Notes”) so that they may remain outstanding following the closing of the Merger and, at CP BF’s option, be convertible into Class A shares of the combined company.

On February 19, 2021, the Company capitalized $310,589 and $71,674 of costs associated with the issuance of the Term Note and Convertible Notes, respectively, and amortizes these costs to interest expense over the term of the debt, using the effective interest method. The capitalized debt issuance costs are presented as a reduction of the carrying value of the Term Note and Convertible Notes.

The embedded redemption put feature upon a Prepayment and Default Interest triggering events that are unrelated to the creditworthiness of the Company are not clearly and closely related to the debt host instrument, were separated and bundled together, as a derivative and assigned probabilities of being affected and initially measured at fair value in the amount of $3,000. Subsequent changes in fair value of the feature will be recognized as a gain or loss in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (See Note 5).

On October 10, 2022 the Loan Agreement was amended, where CP BF waived payment by the Company of four months of cash interest with respect to the Term Note in replacement for a Convertible Note (“First Amendment Convertible Note”) in the principal amount of $321,345, which is not considered an Additional Loan as defined above. The First Amendment Convertible Note has the same features as the Convertible Note described above.

Discounts to the principal amounts, relating to the debt issuance costs and embedded features, are included in the carrying value of the Convertible Notes and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $2,000 debt discount upon issuance of the Convertible Notes. For the nine months ended September 30, 2023, interest expense on the Term Note totaled $849,377, comprised of $789,982 of contractual interest and $59,395 for the amortization of the discount. The effective interest rate for the Term Note was 16% for nine months ended September 30, 2023 and 2022. For the nine months ended September 30, 2023, interest expense on the Convertible Notes totaled $309,564, comprised of $289,892 of contractual interest and $19,672 for the amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% and 16%, respectively, for the nine months ended September 30, 2023 and 2022. For the nine months ended September 30, 2022, interest expense on the Term Note totaled $827,750, comprised of $778,066 of contractual interest and $49,684 for the amortization of the discount. For the nine months ended September 30, 2022, interest expense on the Convertible Notes totaled $224,749, comprised of $212,704 of contractual interest and $12,045 for the amortization of the discount.

scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility.

The following table presents the CP BF convertible notes as of September

2023


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(44,045	)

Carrying value of the CB BF convertible notes		1,777,300
Accrued interest		808,797

Total CB BF convertible notes and accrued interest	$	2,586,097

The following table presents the CP BF convertible notes as of December 31, 2022:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(63,715	)

Carrying value of the CB BF convertible notes		1,757,630
Accrued interest		518,904

Total CB BF convertible notes and accrued interest	$	2,276,534

The following table presents the CP BF term note as of September 30, 2023:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(133,517	)

Carrying value of the CB BF term note		6,366,483
Accrued interest		664,301

Total CB BF term note and accrued interest	$	7,030,784

The following table presents the CP BF term note as of December 31, 2022:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(192,911	)

Carrying value of the CB BF term note		6,307,089
Accrued interest		186,962

Total CB BF term note and accrued interest	$	6,494,051

13. Debt

Convertible Notes

Convertible Notes-Related Party

On March 21, 2022, the Company issued a subordinated convertible promissory note (“Old Alco Note”) for a principal sum of $2,000,000 to Alco Investment Company (“Alco”), a related party. Alco held approximately 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. The Old Alco Note bore interest at a rate of 15%

per annum until exchanged. The outstanding principal and accrued interest were due and payable on the December 31, 2023 (“Original Maturity Date”),

provided that, Alco could elect to extend the Original Maturity Date up to

two times by additional

12-month

The embedded redemption put feature upon an Equity Financing is not clearly and closely related to the debt host instrument, was separated from the debt host and initially measured at fair value. Subsequent changes in fair value of the feature are recognized in the Consolidated Statement of Operations. The fair value (see Note 7) of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

Discounts to the principal amounts were included in the carrying value of the Old Alco Note and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $151,000 debt discount upon issuance of the Old Alco Note. For the year ended December 31, 2022, interest expense on the Old Alco Note totaled $124,620, comprised of $100,273. of contractual interest and $24,347 for the amortization of the discount. The effective interest rate was 20% prior to the exchange of the Old Alco Note as noted below.

Debt

, the Company treated the Old Alco Note as extinguished and recognized a loss on debt extinguishment of $56,653 for the year ended December 31, 2022, determined by the sum of the fair value of the New Alco Note in excess of the carrying value of the Old Alco Note less the bifurcated embedded derivative liability at the time of the modification.

Between July and September 2022, the Company issued additional Subordinated convertible notes (together with the New Alco Note, the “Related Party Convertible Notes”) for an aggregate amount of $4,100,538 to related parties Alco and DNX. DNX held in excess of 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a

majority-in-interest

separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 7).

Discounts to the principal amounts are included in the carrying value of the Related Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $1,279,840 debt discount upon issuance of the above described Related Party Convertible Notes, which is comprised of $1,262,026 related to the bifurcated derivative and $17,814 of debt issuance costs. For the year ended December 31, 2022, interest expense on the Related Party Convertible Notes totaled $604,329, comprised of $152,578 of contractual interest and $451,751 for the amortization of the discount. The effective interest rate for each of the convertible notes ranged from 42% to 48% as of December 31, 2022.

Convertible Notes-Third Party

Between July and September 2022, the Company issued additional Subordinated convertible notes (the “Third Party Convertible Notes”) for an aggregate amount of $1,861,206 to third-party creditors. The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a

majority-in-interest

Discounts to the principal amounts are included in the carrying value of the Third Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $580,056 debt discount upon issuance of the Third Party Convertible Notes, which is comprised of $571,974 related to the bifurcated derivative and $8,082 of debt issuance costs. For the year ended December 31, 2022, interest expense on the Third Party Convertible Notes totaled $209,156, comprised of $48,702 of contractual interest and $160,454 for the amortization of the discount. The effective interest rate for each of the convertible notes ranged from 42% to 48% as of December 31, 2022.

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022:


	Related Party			Third Party
Face value of the convertible notes	$	4,100,538		$	1,861,206
Debt discount, net		(828,089	)		(419,601	)

Carrying value of the convertible notes		3,272,449			1,441,605
Accrued interest		152,578			48,702

Total convertible notes and accrued interest	$	3,425,027		$	1,490,307

Term and Convertible Notes (CP BF)

On February 19, 2021, the Company entered into a Loan Agreement with CP BF Lending, LLC (“CP BF”) for $8,000,000. The Loan Agreement was comprised of a Term Note for $6,500,000 and a Convertible Note for $1,500,000, with the option upon the request of the Company for Additional Loan (“Additional Loan”) principal amount of up to $7,000,000, evidenced by additional notes with 81.25% of the principal amount of such Additional Loan being evidenced by a Term Note, and 18.75% of the principal amount of such an Additional Loan being evidenced by a Convertible Note. The Term Loan bears cash interest at a rate of 14% per annum paid monthly and accrued interest

payable-in-kind

(“PIK”) cumulatively at 1.5% per annum. The outstanding principal balance of the Term Loan together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 (“Loan Maturity Date”). The Convertible Loan accrues PIK interest cumulatively at a rate of 15.5% per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price. If not sooner converted or prepaid, the Convertible Note principal together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on the Loan Maturity Date. Upon the occurrence, and during the continuance, of an Event of Default (as defined in the agreement), interest on the Term Loan will bear cash interest at a per annum rate of 20% (“Default Rate”) and no PIK interest shall accrue at any time during an Event of Default and the Convertible Note will bear PIK Interest at a per annum at the Default Rate.

Additionally, the Company may voluntarily prepay the Principal of the Loans, in accordance with their terms, in whole or in part at any time. On the date of any such prepayment, the Company will owe to Lender: (i) all accrued and unpaid Cash Interest with respect to the principal amount so prepaid through the date the prepayment is made; (ii) if such prepayment is prior to the twelve-month anniversary of the Closing Date, all unpaid interest (including for the avoidance of doubt, PIK Interest and Cash Interest) with respect to the principal amount so prepaid that would have been due and payable on or prior to the twelve-month anniversary of the Closing Date had the Loans remained outstanding until such twelve-month anniversary date (the “Yield Maintenance Premium”); (iii) the Exit Fee with respect to the principal amount so prepaid, calculated as 1.0% of the outstanding principal balance of the Loans, with only the portion of the principal balance so converted counted for purposes of determining the applicable Exit Fee; and provided further, that, in the event of a partial prepayment of the Loans, the Exit Fee shall be calculated on the principal amount so repaid and not on the entire outstanding principal balance thereof, and (iv) all other Obligations, if any, that shall have become due and payable hereunder with respect to the principal amount so prepaid.

Loan Agreement, he is willing to guarantee the full payment, performance and collection of all of the Credit Parties’ obligations thereunder and under the Loan Agreement, all as further set forth therein.

For the first quarter ended March 31, 2022, the second quarter ended June 30, 2022, the third quarter ended September 30, 2022, and the fourth quarter ended December 31, 2022, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. For the second quarter ended June 30, 2021, and the third quarter ended September 30, 2021, the Company was not in compliance with the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement. For the fourth quarter ended December 31, 2021, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement and the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement.

For the first quarter ending March 31, 2023, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets.

During the year ended December 31, 2021, the Company capitalized $310,589 and $71,674 of costs associated with the issuance of the Term Note and Convertible Notes, respectively, and amortizes these costs to interest expense over the term of the debt, using the effective interest method. The capitalized debt issuance costs are presented as a reduction of the carrying value of the Term Note and Convertible Notes.

On October 10, 2022 the Loan Agreement was amended, where CP BF waived payment by the Company of four months of cash interest with respect to the Term Loan in replacement for a Convertible Loan (“First Amendment Convertible Loan”) in the principal amount of $321,345, which is not considered an Additional Loan as defined above. The First Amendment Convertible Loan has the same features as the Convertible Loan described above.

of $1,042,291 of contractual interest and $68,006 for the amortization of the discount. The effective interest rate for the Term Loan was 16% for years ending December 31, 2022 and 2021. For the year ended December 31, 2022, interest expense on the Convertible Notes totaled $319,743, comprised of $303,121 of contractual interest and $16,622 for the amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Loan was 16% and 16%, respectively, for the year ending December 31, 2022. During 2021, the Company recorded a $

74,674

debt discount upon issuance of the Convertible Note. For the year ended December 31, 2021, interest expense on the Term loan totaled $939,321, comprised of $889,650 of contractual interest and $49,671 for the amortization of the discount. For the year ended December 31, 2021, interest expense on the Convertible Notes totaled $229,270, comprised of $217,124 of contractual interest and $12,146 for the amortization of the discount. The effective interest rate for the CP BF Convertible Note was 16% for the year ending December 31, 2021.

The Company utilizes a combination of scenario-based methods and Black-Scholes option pricing models to determine the average share count outstanding at conversion and the simulated price per share for the Company as of the valuation date. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility.

The following table presents the CP BF convertible notes as of December 31, 2022:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(63,715	)

Carrying value of the CB BF convertible notes		1,757,630
Accrued interest		518,904

Total CB BF convertible notes and accrued interest	$	2,276,534

The following table presents the CP BF convertible notes as of December 31, 2021:


Face value of the CB BF convertible notes	$	1,500,000
Debt discount, net		(62,529	)

Carrying value of the CB BF convertible notes		1,437,471
Accrued interest		217,124

Total CB BF convertible notes and accrued interest	$	1,654,595

The following table presents the CP BF term note as of December 31, 2022:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(192,911	)

Carrying value of the CB BF term note		6,307,089
Accrued interest		186,962

Total CB BF term note and accrued interest	$	6,494,051

The following table presents the CP BF term note as of December 31, 2021:


Face value of the CB BF term note	$	6,500,000
Debt discount, net	$	(260,917	)

Carrying value of the CB BF term note	$	6,239,083
Accrued interest	$	86,095

Total CB BF term note and accrued interest	$	6,325,178

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Goodwill (Details) - Schedule of Summarizes Our Goodwill Activity - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Opening Balance	$ 2,171,526	$ 2,171,526	$ 2,171,526	$ 0
Acquisition of Demio				2,171,526
Impairment	0	$ 0	0	0
Goodwill, Ending Balance	$ 2,171,526		$ 2,171,526	$ 2,171,526

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill and Intangible Assets Disclosure [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss attributable to common stock, Basic			$ (8,033,477)	$ (9,006,585)	$ (15,468,502)	$ (9,981,629)
Net loss attributable to common stock, Diluted			$ (8,033,477)	$ (9,006,585)	$ (15,468,502)	$ (9,981,629)
Denominator:
Weighted average shares outstanding, Basic			8,164,050	8,038,527	8,150,270	7,557,173
Weighted average shares outstanding, Diluted			8,164,050	8,038,527	8,150,270	7,557,173
Net income (loss) per share, Basic			$ (0.98)	$ (1.12)	$ (1.9)	$ (1.32)
Net income (loss) per share, Diluted			$ (0.98)	$ (1.12)	$ (1.9)	$ (1.32)
7GC Co Holdings INC [Member] \| Common Class A [Member]
Numerator:
Allocation of net (loss) income	$ (166,056)	$ 800,767	$ (870,633)	$ 8,417,320	$ 7,544,075	$ 9,301,767
Denominator:
Weighted average shares outstanding, Basic	3,329,638	23,000,000	4,455,999	23,000,000	22,901,791	23,000,000
Weighted average shares outstanding, Diluted	3,329,638	23,000,000	4,455,999	23,000,000	22,901,791	23,000,000
Net income (loss) per share, Basic	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
Net income (loss) per share, Diluted	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
7GC Co Holdings INC [Member] \| Common Class B [Member]
Numerator:
Allocation of net (loss) income	$ (286,764)	$ 200,192	$ (1,123,460)	$ 2,104,330	$ 1,894,106	$ 2,325,442
Denominator:
Weighted average shares outstanding, Basic	5,750,000	5,750,000	5,750,000	5,780,000	5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000	5,750,000	5,750,000	5,780,000	5,750,000	5,750,000
Net income (loss) per share, Basic	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
Net income (loss) per share, Diluted	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4

Goodwill (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Schedule of Summarizes Our Goodwill Activity


	Total
Goodwill—December 31, 2022	$	2,171,526

Goodwill—September 30, 2023	$	2,171,526


	Total
Goodwill-January 1, 2021	$	—

Acquisition of Demio		2,171,526
Impairment		—

Goodwill-December 31, 2021		2,171,526
Impairment		—

Goodwill-December 31, 2022	$	2,171,526

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
-Section 55
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (b)
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

Business Combinations & Asset Acquisitions (Details)			2 Months Ended	10 Months Ended	12 Months Ended
Business Combinations & Asset Acquisitions (Details)	Feb. 19, 2021 USD ($) Number	Feb. 19, 2019 USD ($)	Feb. 19, 2021 USD ($) Number	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Payments to acquire businesses, gross					$ 3,400,000
Goodwill, acquired during period						$ 2,171,526
Revenue of acquiree since acquisition date				$ 3,468,000		6,106,442
Earnings or loss of acquiree since acquisition date				(770,000)		(9,734,298)
Demio, Inc. [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%		100.00%
Payments to acquire businesses, gross		$ 3,400,000
Business combination, consideration transferred, equity interests issued and issuable		1,213,346
Business combination, consideration transferred, liabilities incurred		$ 2,000,000
Goodwill, acquired during period				2,171,526
Goodwill, expected to be deductible for income tax purposes				0		0
Business acquisition, transaction costs				185,000		$ 185,000
Revenue of acquiree since acquisition date				3,468,000
Earnings or loss of acquiree since acquisition date				$ 770,000
Business acquisition, pro forma revenue			$ 899,232
Business acquisition, pro forma net income (loss)			$ 247,331
Demio, Inc. [Member] \| Payable On Achievement Of Targeted Revenue [Member]
Business Acquisition [Line Items]
Targeted revenue	$ 4,000,000
Number of cash payments \| Number	2		2
Contingent consideration, payable in cash	$ 1,000,000		$ 1,000,000

Unaudited Condensed Consolidated Statements Of Changes In Stockholders' Deficit - USD ($)	Total	7GC Co Holdings INC [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] 7GC Co Holdings INC [Member]	Common Class A [Member] Common Stock [Member] 7GC Co Holdings INC [Member]	Common Class B [Member] Common Stock [Member] 7GC Co Holdings INC [Member]	Series A Preferred Stock [Member] Preferred Stock [Member]
Balance at Dec. 31, 2020	$ (6,689,069)	$ (31,770,564)	$ 690	$ 220,172	$ (6,909,931)	$ (31,771,139)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2020			6,894,882				0	5,750,000	2,328,823
Exercise of stock options	$ 128,127		$ 17	128,110
Exercise of stock options (Shares)	168,748		168,744
Stock-based compensation	$ 803,172		$ 1,213,346	803,051
Net income (loss)	(9,981,629)	11,627,209			(9,981,629)	11,627,209
Balance at Dec. 31, 2021	(15,739,399)	(20,143,355)	$ 828	1,151,333	(16,891,560)	(20,143,930)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2021			8,276,972				0	5,750,000	2,328,823
Net income (loss)		6,672,603				6,672,603		$ 0
Balance at Mar. 31, 2022		(13,470,752)				(13,471,327)		$ 575
Balance (in Shares) at Mar. 31, 2022								5,750,000
Balance at Dec. 31, 2021	(15,739,399)	(20,143,355)	$ 828	1,151,333	(16,891,560)	(20,143,930)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2021			8,276,972				0	5,750,000	2,328,823
Exercise of stock options	5,016		$ 1	5,015
Exercise of stock options (Shares)			6,600
Repurchase of shares in High Attendance sale			$ (13)	13
Repurchase of shares in High Attendance sale (Shares)			(133,257)
Stock-based compensation	630,737			630,737
Net income (loss)	(9,006,585)	10,521,650			(9,006,585)
Balance at Sep. 30, 2022	(24,110,231)	(10,306,408)	$ 816	1,787,098	(25,898,145)	(10,306,983)		$ 575	$ 6,318,491
Balance (in Shares) at Sep. 30, 2022			8,150,315					5,750,000	2,328,823
Balance at Dec. 31, 2021	(15,739,399)	(20,143,355)	$ 828	1,151,333	(16,891,560)	(20,143,930)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2021			8,276,972				0	5,750,000	2,328,823
Remeasurement of Class A common stock to redemption value		(2,775,518)				(2,775,518)
Exercise of stock options	$ 5,016		$ 1	5,015
Exercise of stock options (Shares)	13,891		13,891
Repurchase of shares in High Attendance sale			$ (13)	13
Repurchase of shares in High Attendance sale (Shares)			(133,257)
Stock-based compensation	$ 770,336			770,336
Net income (loss)	(15,468,502)	9,438,181			(15,468,502)	9,438,181
Balance at Dec. 31, 2022	(30,432,549)	(13,480,692)	$ 816	1,926,697	(32,360,062)	(13,481,267)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2022			8,157,606				0	5,750,000	2,328,823
Balance at Mar. 31, 2022		(13,470,752)				(13,471,327)		$ 575
Balance (in Shares) at Mar. 31, 2022								5,750,000
Net income (loss)		2,848,088				2,848,088		$ 0
Balance at Jun. 30, 2022		(10,622,664)				(10,623,239)		$ 575
Balance (in Shares) at Jun. 30, 2022								5,750,000
Remeasurement of Class A common stock to redemption value		(684,703)				(684,703)
Net income (loss)		1,000,959				1,000,959		$ 0
Balance at Sep. 30, 2022	(24,110,231)	(10,306,408)	$ 816	1,787,098	(25,898,145)	(10,306,983)		$ 575	$ 6,318,491
Balance (in Shares) at Sep. 30, 2022			8,150,315					5,750,000	2,328,823
Balance at Dec. 31, 2022	(30,432,549)	(13,480,692)	$ 816	1,926,697	(32,360,062)	(13,481,267)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2022			8,157,606				0	5,750,000	2,328,823
Remeasurement of Class A common stock to redemption value		(350,009)				(350,009)
Net income (loss)		(807,205)				(807,205)		$ 0
Balance at Mar. 31, 2023		(14,637,906)				(14,638,481)		$ 575
Balance (in Shares) at Mar. 31, 2023								5,750,000
Balance at Dec. 31, 2022	(30,432,549)	(13,480,692)	$ 816	1,926,697	(32,360,062)	(13,481,267)		$ 575	$ 6,318,491
Balance (in Shares) at Dec. 31, 2022			8,157,606				0	5,750,000	2,328,823
Exercise of stock options	$ 13,362		$ 1	13,361
Exercise of stock options (Shares)	10,288		10,288
Stock-based compensation	$ 830,791			830,791
Net income (loss)	(8,033,477)	(1,994,093)			(8,033,477)
Balance at Sep. 30, 2023	(37,621,873)	(17,290,104)	$ 817	2,770,849	(40,393,539)	(17,290,679)		$ 575	$ 6,318,491
Balance (in Shares) at Sep. 30, 2023			8,167,894					5,750,000	2,328,823
Balance at Mar. 31, 2023		(14,637,906)				(14,638,481)		$ 575
Balance (in Shares) at Mar. 31, 2023								5,750,000
Remeasurement of Class A common stock to redemption value		(1,370,522)				(1,370,522)
Contribution for non-redemption agreement		372,710				372,710
Net income (loss)		(734,068)				(734,068)		$ 0
Balance at Jun. 30, 2023		(16,369,786)				(16,370,361)		$ 575
Balance (in Shares) at Jun. 30, 2023								5,750,000
Remeasurement of Class A common stock to redemption value		(283,062)				(283,062)
Increase decrease in excise tax due on class a common stock redemption		(184,436)				(184,436)
Net income (loss)		(452,820)				(452,820)		$ 0
Balance at Sep. 30, 2023	$ (37,621,873)	$ (17,290,104)	$ 817	$ 2,770,849	$ (40,393,539)	$ (17,290,679)		$ 575	$ 6,318,491
Balance (in Shares) at Sep. 30, 2023			8,167,894					5,750,000	2,328,823

Commitments & Contingencies (Details) - USD ($)			1 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
Commitments & Contingencies (Details) - USD ($)	Jul. 03, 2023	Jun. 16, 2023	Aug. 16, 2022	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 08, 2023	Dec. 08, 2022	Jan. 29, 2021	Feb. 20, 2020
Loss Contingencies [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.0001				$ 0.0001		$ 0.0001	$ 0.0001			$ 0.0001
Common stock, subject to possible redemption par value (in Dollars per share)															$ 0.0001
Operating leases have remaining lease terms				1 year				1 year		1 year 9 months 18 days
Impairment loss								$ 0	$ 303,327	$ 303,327	$ 0
Lease expense											285,219
Contingent rental amounts											$ 0
Banzai International Inc [Member]
Loss Contingencies [Line Items]
Impairment loss								$ 303,327		$ 303,327
7GC Co Holdings INC [Member]
Loss Contingencies [Line Items]
Underwriting discount percentage								2.00%		2.00%
Underwriting expense (in Dollars)								$ 4,600,000		$ 4,600,000
Underwriters deferred fee percentage								3.50%		3.50%
Gross proceeds (in Dollars)								$ 8,100,000		$ 8,100,000
U.S.federal excise tax, percentage			1.00%
Fair market value, percentage			1.00%
Common Stock, Par or Stated Value Per Share													$ 0.0001
Temporary equity, shares outstanding		3,172,000
Non-cash excise tax				$ 184,436				$ 184,436
Total redemption value				$ (283,062)	$ (1,370,522)	$ (350,009)	$ (684,703)			$ (2,775,518)
7GC Co Holdings INC [Member] \| Common Stock [Member]
Loss Contingencies [Line Items]
Redemption of common stock	1,747,139
Total redemption value	$ 18,443,646
7GC Co Holdings INC [Member] \| Sponsor [Member]
Loss Contingencies [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001
7GC Co Holdings INC [Member] \| Cantor Fitzgerald [Member] \| Fee Reduction Agreement [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Deferred underwriting fees forfeit												$ 4,050,000
Deferred underwriting fees payable												8,050,000
Increase decrease in deferred underwriting fees												$ 4,000,000
7GC Co Holdings INC [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.0001				$ 0.0001		$ 0.0001	$ 0.0001
Temporary equity, shares outstanding		3,172,000		3,329,638				3,329,638		5,076,777
Common stock, subject to possible redemption par value (in Dollars per share)		$ 0.0001		$ 0.0001				$ 0.0001		$ 0.0001	0.0001
Percentage of redemption of common stock subject to forfeiture		100.00%
7GC Co Holdings INC [Member] \| Class A Common Stock [Member] \| Holder [Member] \| Non Redemption Agreement [Member]
Loss Contingencies [Line Items]
Common stock, subject to possible redemption par value (in Dollars per share)		$ 0.0001
7GC Co Holdings INC [Member] \| Class B Common Stock [Member]
Loss Contingencies [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.0001				$ 0.0001		$ 0.0001	$ 0.0001
7GC Co Holdings INC [Member] \| Class B Common Stock [Member] \| Holder [Member]
Loss Contingencies [Line Items]
Number of shares issued during the period		$ 396,500
Stock fair value		0.94%
Fair value of common stock issued		$ 372,710
7GC Co Holdings INC [Member] \| Class B Common Stock [Member] \| Sponsor [Member]
Loss Contingencies [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001
Stock forfeited and surrendered during the period value		$ 0
Stock forfeited and surrendered during the period Shares		396,500
7GC Co Holdings INC [Member] \| New Banzai Class A Shares [Member] \| Cantor Fitzgerald [Member] \| Fee Reduction Agreement [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Deferred underwriting fees payable in shares												400,000

Stock-Based Compensation - Summary of Stock Option Activity Under the Plan (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Underlying Options - Beginning Balance	603,578	781,715	934,079
Shares Underlying Options - Granted	606,200	382,500	500,500
Shares Underlying Options - Exercised	(10,288)	(13,891)	(168,748)
Shares Underlying Options - Expired	(19,531)	(196,154)	(24,142)
Shares Underlying Options - Forfeited	(69,750)	(350,592)	(459,974)
Shares Underlying Options - Ending Balance	1,110,209	603,578	781,715
Shares Underlying Options - Exercisable	450,909	301,199
Weighted Average Exercise Price - Beginning Balance	$ 1.35	$ 1.15	$ 0.73
Weighted Average Exercise Price - Granted	7.36	1.7	1.51
Weighted Average Exercise Price - Exercised	0.76	0.76	0.76
Weighted Average Exercise Price - Expired	1.71	0.85	0.76
Weighted Average Exercise Price - Forfeited	3.4	1.59	0.85
Weighted Average Exercise Price - Ending Balance	4.5	1.35	$ 1.15
Weighted Average Exercise Price - Exercisable	$ 2.37	$ 1
Weighted Average Remaining Contractual Term (in years)	8 years 3 months 29 days	7 years 11 months 12 days	8 years 11 months 26 days
Weighted Average Remaining Contractual Term (in years) - Exercisable	7 years 2 months 15 days	7 years	7 years 2 months 12 days
Intrinsic Value - Beginning Balance	$ 3,433,946	$ 369,102	$ 356,328
Intrinsic Value - Exercised	64,609	10,835	59,062
Intrinsic Value - Ending Balance	3,004,816	3,433,946	$ 369,102
Intrinsic Value - Exercisable	$ 2,136,325	$ 1,818,865

Class A Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Class A Common Stock Subject to Possible Redemption (Details) [Line Items]

Schedule of class A common stock subject to possible redemption

The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(12,403,774	)
Fair value of Public Warrants at issuance		(13,340,000	)
Plus:
Remeasurement of Class A common stock to redemption value		28,519,292
Redemption of Class A common stock		(180,858,526	)

Class A common stock subject to possible redemption, December 31, 2022		51,916,992
Remeasurement of Class A common stock to redemption value		2,003,593
Redemption of Class A common stock		(18,443,646	)

Class A common stock subject to possible redemption, September 30, 2023	$	35,476,939

The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table:


Gross proceeds	$	230,000,000
Less:
Amount allocated to Public Warrants		(13,340,000	)
Class A common stock issuance costs		(12,403,774	)
Plus:
Accretion of carrying value to redemption value		25,743,774

Class A common stock subject to possible redemption, December 31, 2021		230,000,000
Less:
Redemption of Class A common stock subject to possible redemption		(180,858,526	)
Plus:
Increase in redemption value of Class A common stock subject to redemption		2,775,518

Class A common stock subject to possible redemption, December 31, 2022	$	51,916,992

Tabular disclosure of the nature and terms of the financial instruments and the rights and obligations embodied in those instruments, information about settlement alternatives, if any, in the contract and identification of the entity that controls the settlement alternatives including: a. The amount that would be paid, or the number of shares that would be issued and their fair value, determined under the conditions specified in the contract if the settlement were to occur at the reporting date b. How changes in the fair value of the issuer's equity shares would affect those settlement amounts (for example, "the issuer is obligated to issue an additional x shares or pay an additional y dollars in cash for each $1 decrease in the fair value of one share") c. The maximum amount that the issuer could be required to pay to redeem the instrument by physical settlement, if applicable d. The maximum number of shares that could be required to be issued, if applicable e. That a contract does not limit the amount that the issuer could be required to pay or the number of shares that the issuer could be required to issue, if applicable f. For a forward contract or an option indexed to the issuer's equity shares, the forward price or option strike price, the number of issuer's shares to which the contract is indexed, and the settlement date or dates of the contract, as applicable. g. The components of the liability that would otherwise be related to shareholders' interest and other comprehensive income (if any) subject to the redemption feature (for example, par value and other paid in amounts of mandatorily redeemable instruments are disclosed separately from the amount of retained earnings or accumulated deficit).

Schedule of accrued and other current liabilities

Commitments & Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Lease (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Maturities of lease liabilities [Abstract]
Remainder of 2023	$ 78,546	$ 311,327
2023/2024	240,818	240,818
Total undiscounted cash flows	319,364	552,145
Less discounting	(11,562)	(33,139)
Total operating lease liabilities	$ 307,802	519,006
Future minimum lease payments [Abstract]
2022		276,888
2023		283,549
2024		217,096
Total future minimum payments		$ 777,533

Accrued and Other Current Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued and other current liabilities consisted of the following at the dates indicated:


	September 30, 2023		December 31, 2022
Accrued and other current liabilities:
Sales tax payable		306,910		230,617
Deposits		54,102		—
Accrued streaming service costs		33,286		—
Accrued legal costs		27,456		31,355
Accrued subscription costs		24,180		28,774
Accrued accounting and professional services costs		49,000		94,573
Accrued payroll and benefit costs		55,703		95,947
Accrued offering costs		—		261,090
Other current liabilities		66,709		3,017

Total accrued and other current liabilities	$	617,346	$	745,373

Accrued and other current liabilities consisted of the following at the dates indicated:


	December 31,
	2022		2021
Accrued and other current liabilities:
Accrued offering costs	$	261,090	$	—
Sales Tax Payable		230,617		113,526
Accrued payroll and benefit costs		95,947		106,257
Accrued accounting and professional services costs		94,573		30,000
Accrued legal costs		31,355		—
Accrued subscription costs		28,774		35,139
Accrued advertising and marketing costs		—		37,500
Accrued streaming service costs		—		33,310
Other current liabilities		3,017		5,000

Total accrued and other current liabilities	$	745,373	$	360,732

Debt - Summary of Convertible Notes (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	$ 6,633,538	$ 4,100,538
Debt discount, net	(666,402)	(828,089)
Carrying value of the convertible notes	5,967,136	3,272,449
Accrued interest	497,961	152,578
Total convertible notes and accrued interest	6,465,097	3,425,027
Nonrelated Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	3,346,206	1,861,206
Debt discount, net	(430,808)	(419,601)
Carrying value of the convertible notes	2,915,398	1,441,605
Accrued interest	191,418	48,702
Total convertible notes and accrued interest	3,106,816	1,490,307
Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	1,821,345	1,821,345	$ 1,500,000
Debt discount, net	(44,045)	(63,715)	(62,529)
Carrying value of the convertible notes	1,777,300	1,757,630	1,437,471
Accrued interest	808,797	518,904	217,124
Total convertible notes and accrued interest	$ 2,586,097	$ 2,276,534	$ 1,654,595

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Fair Value Measurements (Details) - Schedule of fair value measurements - 7GC Co Holdings INC [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 08, 2022
Fair Value Measurements [Line Items]
Volatility	5.70%
Stock price (in Dollars per share)	$ 9.76	$ 10
Time to M&A (Year)	6 months
Risk-free rate	1.31%
Dividend yield	0.00%

Description of Organization and Business Operations - Trust Account (Details) - IPO [Member] - Seven GC Co Holdings INC [Member] $ / shares in Units, $ in Millions	Dec. 28, 2020 USD ($) $ / shares
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds \| $	$ 230.0
Per unit price (in Dollars per share) \| $ / shares	$ 10

Income Taxes (Details) - Schedule of the income tax (benefit) provision consist - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Tax Credit Carryforward [Line Items]
Valuation allowance					$ 4,773,512	$ 3,338,470
Income tax provision			$ 17,081	$ 15,382	0	(409,458)
7GC Co Holdings INC [Member]
Tax Credit Carryforward [Line Items]
Valuation allowance					2,118,106	579,406
Income tax provision	$ 10,424	$ 212,639	$ 243,374	$ 223,703	765,554
Income Taxes [Member]
Tax Credit Carryforward [Line Items]
Federal					0	0
Federal					0	(360,150)
State					0	0
State					0	(49,308)
Income tax provision					0	(409,458)
Income Taxes [Member] \| 7GC Co Holdings INC [Member]
Tax Credit Carryforward [Line Items]
Federal					558,171	0
Federal					(980,668)	(558,031)
State					207,383	0
State					0	0
Valuation allowance					980,668	558,031
Income tax provision					$ 765,554	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Revenue - Schedule of Revenue (Details) - USD ($)	9 Months Ended		12 Months Ended
Revenue - Schedule of Revenue (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Amount	$ 3,478,794	$ 4,312,431	$ 5,332,979	$ 5,207,210
Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	100.00%	100.00%	100.00%	100.00%
Americas [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 2,041,393	$ 2,679,437	$ 3,307,129	$ 3,521,217
Americas [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	59.00%	62.00%	62.00%	68.00%
EMEA [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 1,157,712	$ 1,300,286	$ 1,588,539	$ 1,351,589
EMEA [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	33.00%	30.00%	30.00%	26.00%
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 279,689	$ 332,708	$ 437,311	$ 334,404
Asia Pacific [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	8.00%	8.00%	8.00%	6.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

Property, Plant and Equipment [Abstract]

Going Concern	9 Months Ended	12 Months Ended
Going Concern	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	2. Going Concern As of September 30, 2023, the Company had cash of approximately $0.4 million. For the nine months ended September 30, 2023, the Company used approximately $5.04 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of September 30, 2023, the Company had an accumulated deficit of approximately $40.4 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year of the date these financial statements were issued. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from sales and positive operating cash flows, which is not assured. The Company’s plans include the Merger described in Note 1, as well as obtaining associated debt and equity financing in the future. If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate substantial doubt about the Company’s ability to continue as a going concern. These accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.	2. Going Concern As of August 29, 2023, the Company had cash of approximately $0.2 million. For the year ended December 31, 2022, the Company used approximately $5.17 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2022, the Company had an accumulated deficit of approximately $32.36 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year of the date these financial statements were issued. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from sales and positive operating cash flows, which is not assured. The Company raised an additional $4.0 million by issuing additional subordinated convertible promissory notes between March and July 2023 to various investors. The Company’s plans include the merger described in footnote 1 and 18, as well as obtaining associated debt and equity financing in the future. If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. These accompanying audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summary of Significant Accounting Policies (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) Segments shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) OperatingSegment shares	Dec. 31, 2022 USD ($) Segments shares	Dec. 31, 2021 USD ($) shares
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 0		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Accounts Receivable, Allowance for Credit Loss, Current	3,879		$ 107,860	107,860	$ 107,860	$ 107,860	$ 107,860	$ 107,860	262,489
Bad debt expenses for accounts receivable	$ 3,879	$ 217,916		$ 92,619					231,699
Property and equipment estimated useful lives	3 years		3 years	3 years	3 years	3 years	3 years	3 years
Number of operating segments	1						1	1
Impairments of goodwill	$ 0	0		$ 0					0
Total revenues	3,478,794	4,312,431		5,332,979					5,207,210
Advertising costs	535,709	635,867		783,764					815,134
Bad debt expenses for accounts receivable balances directly written-off				12,467					205,350
Impairment of intangible assets				0					1,634,242
Intangible assets fair value									0
Deferred offering costs	2,291,343		$ 1,524,934	1,524,934	$ 1,524,934	$ 1,524,934	$ 1,524,934	$ 1,524,934	$ 0
Total lease payments				6,500
Demio And High Attendance Acquisitions [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of intangible assets recognized as part of Business Acquisition									100.00%
Accounts Receivable [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Bad debt expenses for accounts receivable	$ 37,099	$ 44,514
Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Number of Major Customers			three
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer 1 [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage						21.00%			35.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer 2 [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage						16.00%			25.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer 3 [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage						10.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage						47.00%			60.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	100.00%	100.00%				100.00%			100.00%
Total revenues				259,635					$ 106,531
Supplier Concentration Risk [Member] \| Accounts Payable [Member] \| Customer 1 [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration Risk, Percentage	10.00%					10.00%			10.00%
Number of Major Supplier	one		one						one
7GC Co Holdings INC [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000		$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000
7GC Co Holdings INC [Member] \| Private Placement [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Sale of Stock, Number of Shares Issued in Transaction \| shares	18,850,000				18,850,000
7GC Co Holdings INC [Member] \| Common Class A [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Subject to possible redemption \| shares	3,329,638		5,076,777	5,076,777	5,076,777	5,076,777	5,076,777	5,076,777	23,000,000

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property and Equipment

8. Property and Equipment

Property and equipment, net consisted of the following at the dates indicated:


	December 31,
	2022			2021
Computers and equipment		30,866			20,061
Less: accumulated depreciation		(19,063	)		(9,475	)

Property and equipment, net	$	11,803		$	10,586

Depreciation expense for the years ended December 3

1, 2

022 and 2021 was $9,588 and $6,916, respectively.

Unaudited Condensed Consolidated Statements Of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Operating income:
Revenue			$ 3,478,794	$ 4,312,431	$ 5,332,979	$ 5,207,210
Cost of revenue			1,132,671	1,448,276	1,956,964	2,072,411
Gross profit			2,346,123	2,864,155	3,376,015	3,134,799
General and administrative expenses			8,937,265	7,226,655	9,275,251	11,006,459
Depreciation and amortization expenses			5,596	7,054	9,588	480,549
Impairment loss on operating lease			0	303,327	303,327	0
Loss from operations			8,942,861	7,537,036	(6,212,151)	(9,986,451)
Loss on impairment of intangible assets					0	1,634,242
Total operating expenses			(6,596,738)	(4,672,881)	9,588,166	13,121,250
Other income
Income (loss) before taxes			(8,016,396)	(8,991,203)	(15,468,502)	(10,391,087)
Income tax expense			17,081	15,382	0	(409,458)
Net income (loss)			(8,033,477)	(9,006,585)	(15,468,502)	(9,981,629)
Other Income (expense)			(70,569)	(36,641)	(150,692)	(289,738)
Interest income			(111)	0	0	(4,898)
Loss on extinguishment of debt			$ 0	$ 56,653	$ 56,653	$ (40,668)
Weighted average shares outstanding, Basic			8,164,050	8,038,527	8,150,270	7,557,173
Weighted average shares outstanding, Diluted			8,164,050	8,038,527	8,150,270	7,557,173
Net income (loss) per share, Basic			$ (0.98)	$ (1.12)	$ (1.9)	$ (1.32)
Net income (loss) per share, Diluted			$ (0.98)	$ (1.12)	$ (1.9)	$ (1.32)
Total other expenses, net			$ 1,419,658	$ 4,318,322	$ 9,256,351	$ 404,636
Loss before income taxes			(8,016,396)	(8,991,203)	(15,468,502)	(10,391,087)
7GC Co Holdings INC [Member]
Operating income:
General and administrative expenses	$ 759,730	$ 1,118,469	2,243,422	1,691,948	3,018,332	2,480,244
Non-redemption agreement expense	0	0	372,710	0
Franchise tax expenses	50,000	56,074	150,000	170,345	226,156	200,050
Loss from operations	(809,730)	(1,174,543)	(2,766,132)	(1,862,293)	(3,244,488)	(2,680,294)
Other income
Change in fair value of derivative warrant liabilities					10,252,500	14,284,500
Gain on investments held in Trust Account					3,195,723	23,003
Income (loss) before taxes	(442,396)	1,213,598	(1,750,719)	10,745,353	10,203,735	11,627,209
Income tax expense	10,424	212,639	243,374	223,703	765,554
Net income (loss)	(452,820)	1,000,959	(1,994,093)	10,521,650	9,438,181	11,627,209
Change in fair value of derivative warrant liabilities	0	1,319,500	(377,000)	11,195,000	10,252,500	14,284,500
Gain on marketable securities (net), dividends and interest, held in Trust Account	365,795	1,068,641	1,386,098	1,412,646
Other Income (expense)	1,539	0	6,315	0
Loss before income taxes	$ (442,396)	$ 1,213,598	(1,750,719)	10,745,353	10,203,735	11,627,209
Nonrelated Party [Member]
Other income
Loss on modification of simple agreement for future equity			0	157,839	150,920	0
Change in fair value of simple agreement for future equity			(184,993)	92,409	384,175	(41,956)
Change in fair value of bifurcated embedded derivative liabilities			36,500	(12,668)	268,891	1,000
Interest expense			1,879,394	1,372,689	1,651,141	1,217,940
Related Party [Member]
Other income
Loss on modification of simple agreement for future equity			0	1,644,161	1,572,080	0
Change in fair value of simple agreement for future equity			(1,927,007)	962,591	4,001,825	(437,044)
Change in fair value of bifurcated embedded derivative liabilities			72,359	(43,332)	592,409	0
Interest expense			$ 1,614,085	$ 124,621	$ 728,949	$ 0
Class A Common Stock [Member] \| 7GC Co Holdings INC [Member]
Other income
Weighted average shares outstanding, Basic	3,329,638	23,000,000	4,455,999	23,000,000	22,901,791	23,000,000
Weighted average shares outstanding, Diluted					22,901,791	23,000,000
Net income (loss) per share, Basic	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
Net income (loss) per share, Diluted	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
Class B Common Stock [Member] \| 7GC Co Holdings INC [Member]
Other income
Weighted average shares outstanding, Basic	5,750,000	5,750,000	5,750,000	5,780,000	5,750,000	5,750,000
Weighted average shares outstanding, Diluted					5,750,000	5,750,000
Net income (loss) per share, Basic	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
Net income (loss) per share, Diluted	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37	$ 0.33	$ 0.4
Common Class A Subject To Possible Redemption [Member] \| 7GC Co Holdings INC [Member]
Other income
Weighted average shares outstanding, Basic	3,329,638	23,000,000	4,455,999	23,000,000
Weighted average shares outstanding, Diluted	3,329,638	23,000,000	4,455,999	23,000,000
Net income (loss) per share, Basic	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37
Net income (loss) per share, Diluted	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37
Common Class B Non Redeemable [Member] \| 7GC Co Holdings INC [Member]
Other income
Weighted average shares outstanding, Basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000	5,750,000	5,750,000	5,750,000
Net income (loss) per share, Basic	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37
Net income (loss) per share, Diluted	$ (0.05)	$ 0.03	$ (0.2)	$ 0.37

Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of revenue

The following table summarizes revenue by region based on the billing address of customers:


	Nine Months Ended September 30,
	2023					2022
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,041,393		59	%	$	2,679,437		62	%
Europe, Middle East and Africa (EMEA)		1,157,712		33	%		1,300,286		30	%
Asia Pacific		279,689		8	%		332,708		8	%

Total	$	3,478,794		100	%	$	4,312,431		100	%

The following table summarizes revenue by region based on the billing address of customers:


	Year Ended December 31,
	2022					2021
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	3,307,129		62	%	$	3,521,217		68	%
Europe, Middle East and Africa (EMEA)		1,588,539		30	%		1,351,589		26	%
Asia Pacific		437,311		8	%		334,404		6	%

Total	$	5,332,979		100	%	$	5,207,210		100	%

Schedule of accounts receivable, net

Accounts Receivable, Net


	Opening Balance 1/1/2023		Closing Balance 9/30/2023		Opening Balance 1/1/2022		Closing Balance 9/30/2022
Accounts receivable, net	$	68,416	$	94,398	$	74,727	$	141,408

Accounts Receivable


	12/31/2022				12/31/2021
	Opening Balance		Closing Balance		Opening Balance		Closing Balance
Accounts receivable, net	$	74,727	$	68,416	$	32,137	$	74,727

Schedule of costs to obtain a contract

The following summarizes the costs to obtain a contract activity during the nine months ended September 30, 2023:


Balance—December 31, 2022	$	69,737
Commissions incurred		200,550
Deferred commissions recognized		(248,741	)

Balance—September 30, 2023	$	21,546

The following summarizes the Costs to obtain a contract activity in 2022 and 2021:


Balance-December 31, 2020	$	136,276

Commissions Incurred		407,035
Deferred Commissions Recognized		(452,649	)

Balance-December 31, 2021		90,662
Commissions Incurred		343,003
Deferred Commissions Recognized		(363,928	)

Balance-December 31, 2022	$	69,737

Business Combinations & Asset Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations & Asset Acquisitions

4. Business Combinations & Asset Acquisitions

Acquisition of Demio, Inc.

On February 19, 2021, the Company completed its business acquisition of 100% of the equity interests of Demio, Inc. (“Demio”), pursuant to the Agreement and Plan of Merger, dated January 29, 2021. Demio, a Florida corporation, is a developer of a cloud-based webinar platform designed to engage and covert audiences through live conversations. Demio’s solution is designed to help businesses create, launch and manage live, automated or recorded webinars, facilitating engagement with prospects as well as clients. The purpose of this acquisition was to strategically integrate Demio’s webinar platform into Banzai’s growing list of offerings.

The purchase price of Demio consisted of cash consideration of $3,400,000. The Company also issued (i) 1,213,346 shares of Banzai restricted Class A Common Stock to the selling shareholders and founders of Demio and (ii) up to an aggregate of $2,000,000 payable in cash (the “Earnout liability”). The vesting of the equity consideration and the cash payments are contingent upon the achievement of revenue targets of the combined company. Contingent consideration is payable upon the achievement of a target of $4,000,000 in revenues attributable to Demio for two discrete

12-month

periods as described in the Agreement and Plan of Merger. A maximum of two cash payments, each in the amount of $1,000,000 payable in cash, are payable upon the achievement of the revenue targets as described above. This contingent consideration was accounted for as post-combination compensation, with amounts recorded on the Statement of Operations, as part of General and Administrative expenses. Management notes further that the revenue targets applicable to the 2nd discrete

12-month

period, were not achieved and this portion of the Earnout Liability was forfeited.

Pursuant to the Agreement and Plan of Merger, one hundred percent (100%) of the restricted shares shall initially be deemed unvested and subject to forfeiture.

One-half

(1/2) of the unvested shares shall no longer be subject to forfeiture and shall thereupon cease to be unvested shares upon payment, if any, of the first revenue target in accordance with the Merger Agreement. The remaining

one-half

(1/2) of the unvested shares shall no longer be subject to forfeiture and shall thereupon cease to be unvested shares upon payment, if any, of the second revenue target in accordance with the Agreement and Plan of Merger. The Company classified the restricted shares as post-combination expense, as upon termination of the selling shareholders the restricted shares would also be forfeited. Therefore, the Company recognized stock compensation upon vesting for these restricted shares when payout of the Earnout liability was deemed probable, refer to Note 16.

Assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values. Also, current assets and liabilities were recorded at their carrying amounts, which are deemed to approximate

their respective fair values given their short-term nature. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques.

The estimated fair value of the acquired intangible assets was determined using a method which reflects the present value of the operating cash flows generated by this asset after taking into account the cost to realize the revenue, and an appropriate discount rate to reflect the time value and risk associated with the invested capital. These assets are subject to impairment testing.

Goodwill of $2,171,526 arising from the acquisition equates to the residual intangible asset that generates earnings in excess of a normal return on all other tangible and intangible assets. Under the residual method, the

fair value of goodwill is determined by subtracting the fair value of the identified net tangible and intangible assets from the fair value of the total purchase consideration. The goodwill is primarily attributable to the

synergies that are expected to result from combining the operations of the Company and Demio. Specifically, the goodwill of the acquired company is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. All of the goodwill was assigned to the Company’s only segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

In connection with the business acquisition, the Company incurred acquisition costs of approximately $185,000 that were recognized in general and administrative expenses.


Total Consideration Paid
Closing cash price	$	3,400,000

Total purchase price	$	3,400,000

The table below sets forth the allocation of the fair value of the Demio net assets acquired and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition.


Assets
Cash and cash equivalents	$	233,352
Property, plant and equipment		6,265
Technology		1,169,000
Trade names and trademarks		546,000
Goodwill		2,171,526

Total assets		4,126,143
Liabilities
Accounts payable and other accrued expenses		180,117
Deferred revenue		136,568
Deferred tax liability		409,458

Total liabilities		726,143

Total net assets acquired		3,400,000
Cash Paid at Closing		3,400,000

Total purchase price	$	3,400,000

The Company’s consolidated financial statements for the year ended December 31, 2021 include the results of operations of Demio since February 20, 2021 during which period Demio contributed revenues of approximately $3,468,000 and a net loss of approximately $770,000.

On an unaudited pro forma basis, the revenues and net income of the Company assuming the acquisition had occurred on January 1, 2021, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2021, nor is the financial information indicative of the results of future operations.


	Revenue (unaudited)		Earnings/(Loss) (unaudited)
Actual from February 20, 2021 through December 31, 2021	$	3,468,000	$	(770,000	)
Fiscal 2021 supplemental pro forma from January 1, 2021 through December 31, 2021	$	6,106,442	$	(9,734,298	)

The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported unaudited pro forma revenue and earnings. These unaudited pro forma amounts have been calculated after applying the Company’s accounting policies. In 2021, the Company

incurred approximately $185,000 of acquisition-related costs. These expenses are included in general and administrative expenses on the Company’s consolidated income statement for the year ended December 31, 2021 and are reflected in pro forma earnings for the year ended December 31, 2021 in the table above. Revenue and earnings from Demio is $899,232 and $247,331, respectively for the period from January 1, 2021 through February 19, 2021.

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Measurements

5. Fair Value Measurements

The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the nine months ended September 30, 2023 and 2022. The carrying amount of accounts payable approximated fair value as they are short term in nature.

Fair Value on a

Non-recurring

Basis

The fair value of

non-financial

assets measured at fair value on a

non-recurring

basis, classified as Level 3 in the fair value hierarchy, is determined based on using market-based approaches, or estimates of discounted expected future cash flows.

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. The estimated fair value of the convertible notes bifurcated embedded derivative liabilities and SAFE represent Level 3 measurements.

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		September 30, 2023		December 31, 2022
Liabilities:
Bifurcated embedded derivative liabilities		3	$	1,552,781	$	893,216
Bifurcated embedded derivative liabilities—related party		3	$	3,024,219	$	1,889,084
SAFE		3	$	644,146	$	829,139
SAFE—related party		3	$	6,709,854	$	8,636,861

Bifurcated Embedded Derivative Liability

The fair value of the embedded put option was determined using a Black Scholes option pricing model. Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, the Company’s consolidated statements of operations will reflect the volatility in these estimate and assumption changes. Refer to Note 10 for further details.

The following tables set forth a summary of the changes in the fair value of the bifurcated embedded derivative liability, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	—		$	4,000
Issuance of convertible notes with bifurcated embedded derivatives		1,365,300			619,700
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375			625
Extinguishment of Old Alco Note derivative		(70,000	)		—
Change in fair value		592,409			268,891

Balance at December 31, 2022		1,889,084			893,216
Issuance of convertible notes with bifurcated embedded derivative		1,062,776			623,065
Change in fair value		72,359			36,500

Balance at September 30, 2023	$	3,024,219		$	1,552,781

Simple Agreements for Future Equity (SAFE)

During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements (the “SAFEs”). In the event of an Equity Financing (as defined in the SAFEs agreements), the SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The number of shares required to be issued to settle the SAFEs at the equity financing is variable, because that number will be determined by the discounted fair value of the Company’s equity shares on the date of settlement (i.e., Discount Price). Regardless of the fair value of the shares on the date of settlement, the holder will receive a fixed monetary value based on the Purchase Amount of the SAFE. If there is a Liquidity Event or SPAC Transaction before the settlement or termination of the SAFEs, the SAFEs will automatically be entitled to receive a portion of Proceeds, due and payable immediately prior to, or concurrent with, the consummation of such Liquidity Event or SPAC Transaction, equal to the greater of (i) two times (2x) the Purchase Amount (the

“Cash-Out

Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (as defined in the SAFEs agreements). Refer to Note 11 for additional information related to the Company’s SAFEs.

The fair value of the SAFEs was determined using a scenario-based method for the

pre-modification

SAFE’s and a Monte Carlo simulation method for the post-modification SAFEs. The value of the SAFE liability as of September 30, 2023 and December 31, 2022 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the SAFEs on the date of issuance was determined to be $3,836,000. Refer to Note 11 for further details.

The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 11 for further detail), which represents a recurring fair value measurement at the end of each reporting period:


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	3,062,956		$	294,044
Change in fair value		4,001,825			384,175
Loss on modification		1,572,080			150,920

Balance at December 31, 2022		8,636,861			829,139
Change in fair value		(1,927,007	)		(184,993	)

Balance at September 30, 2023	$	6,709,854		$	644,146

7. Fair Value Measurements

Fair Value on a

Non-recurring

Basis

The fair value of

non-financial

assets measured at fair value on a

non-recurring

basis, classified as Level 3 in the fair value hierarchy, is determined based on using market-based approaches, or estimates of discounted expected future cash flows. Refer to Note 3 for further detail regarding any applicable impairment expenses recognized with regard to the measurement of

non-financial

assets at fair value on a

non-recurring

basis.

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. The estimated fair value of the convertible notes bifurcated embedded derivative liabilities, and SAFE represent Level 3 measurements.

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2022		December 31, 2021
Liabilities:
Bifurcated embedded derivative liabilities		3	$	893,216	$	4,000
Bifurcated embedded derivative liabilities-related party		3	$	1,889,084	$	—
SAFE		3	$	829,139	$	294,044
SAFE-related party		3	$	8,636,861	$	3,062,956

Bifurcated Embedded Derivative Liability

The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liability, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
	Related Party			Third Party
Balance at December 31, 2020	$	—		$	—
Issuance of CP BF convertible notes with bifurcated embedded derivative		—			3,000
Change in fair value		—			1,000

Balance at December 31, 2021		—			4,000
Issuance of convertible notes with bifurcated embedded derivatives		1,365,300			619,700
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375			625
Extinguishment of Old Alco Note derivative		(70,000	)		—
Change in fair value		592,409			268,891

Balance at December 31, 2022	$	1,889,084		$	893,216

Simple Agreements for Future Equity (SAFE)

During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements (the “SAFEs”) with both related and unrelated parties. In the event of an Equity Financing (as defined in the SAFEs agreements), the SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The number of shares required to be issued to settle the SAFEs at the equity financing is variable, because that number will be determined by the discounted fair value of the Company’s equity shares on the date of settlement (i.e., Discount Price). Regardless of the fair value of the

shares on the date of settlement, the holder will receive a fixed monetary value based on the Purchase Amount of the SAFE. If there is a Liquidity Event or SPAC Transaction before the settlement or termination of the SAFEs, the SAFEs will automatically be entitled to receive a portion of Proceeds, due and payable immediately prior to, or concurrent with, the consummation of such Liquidity Event or SPAC Transaction, equal to the greater of (i) two times (

x) the Purchase Amount (the

“Cash-Out

Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price. Refer to Note 14 for additional information related to the Company’s SAFEs.

The fair value of the SAFEs was determined using a scenario-based method for the

pre-modification

SAFE’s and a Monte Carlo simulation method for the post-modification SAFEs. The value of the SAFE liability as of December 31, 2022 and 2021 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the SAFEs on the date of issuance was determined to be $3,836,000. Refer to Note 14 for further details.

The following table sets forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 14 for further detail), which represents a recurring fair value measurement at the end of each reporting period:


	Fair Value
	Related Party			Third Party
Balance at December 31, 2020	$	—		$	—
Issuance of SAFEs		3,500,000			336,000
Change in fair value		(437,044	)		(41,956	)

Balance at December 31, 2021		3,062,956			294,044
Change in fair value		4,001,825			384,175
Loss on modification		1,572,080			150,920

Balance at December 31, 2022	$	8,636,861		$	829,139

Fair Value Measurements

Note 9-Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

September 30, 2023


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public	$	—	$	1,035,000	$	—
Derivative warrant liabilities - Private Placement	$	—	$	661,500	$	—

December 31, 2022


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public	$	805,000	$	—	$	—
Derivative warrant liabilities - Private Placement	$	—	$	514,500	$	—

There were

assets that were required to be measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant due to the low probability of the redemption feature only applicable to the Public Warrants being triggered. The Public Warrants were transferred to Level 2 in the first quarter of 2023 due to the low trading volume of the security.

The fair values of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair values of the Private Placement Warrants have continued to be measured using a similar simulation model through September 30, 2023. The fair values of Public Warrants have been measured based on the listed market price of such warrants, until December 31, 2022

until trading volume decreased and the public warrants were valued in a similar manner as the private warrants.

In the periods three months and nine months ended September 30, 2023 and year ended December 31, 2022, the Company recognized a benefit (loss) of approximately $0 million, $

0.4

million and $

10.3

million, respectively, resulting from changes in the fair value of the derivative warrant

liabilities, presented as change in fair value of derivative warrant liabilities in the accompanying condensed consolidated statements of operations.

The estimated fair values of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, were initially determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The changes in the fair value of the Level 3 derivative warrant liabilities for the nine months ended September 30, 2022, are summarized as follo


	2022
Derivative warrant liabilities at January 1,	$	4,557,000
Change in fair value of derivative warrant liabilities		(2,793,000	)
Transfer of Public Warrants to Level 1		—

Derivative warrant liabilities at March 31, 2022,		1,764,000
Change in fair value of derivative warrant liabilities		(1,102,500	)

Derivative warrant liabilities at June 30, 2022	$	661,500
Change in fair value of derivative warrant liabilities		(514,500	)

Derivative warrant liabilities at September 30, 2022	$	147,000

Note

9-Fair

Value Measurements

December 31, 2022


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public	$	805,000	$	—	$	—
Derivative warrant liabilities - Private Placement	$	—	$	514,500	$	—

December 31, 2021


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	230,023,192	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public	$	7,015,000	$	—	$	—
Derivative warrant liabilities - Private	$	—	$	—	$	4,557,000

There were no assets that were required to be measured at fair value on a recurring basis as of December 31, 2022. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021.

The estimated fair value of the Private Placement Warrants was transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant

due to the low probability of the redemption feature only applicable to the Public Warrants being triggered.

At December 31, 2021, Level 1 instruments include investments in U.S. government securities and investments in money market and mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value

of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value

of the Private Placement Warrants have continued to be measured using a Monte Carlo simulation model through September 30, 2022 and have since then relied on the quoted listed trading price of the Public Warrants. The fair value

of Public Warrants have been measured based on the listed market price of such warrants, a Level 1 measurement, since the three months ended March 31, 2021 reporting period.

In the years ended December 31, 2022 and 2021, the Company recognized a benefit of approximately $10.3 million and approximately $14.3 million, respectively, resulting from decreases in the fair value of the derivative warrant liabilities, presented as change in fair value of derivative warrant liabilities in the accompanying consolidated statements of operations.

The estimated fair value

of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded,

were initially

determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	As of December 31, 2021

Volatility		5.7	%
Stock price	$	9.76
Time to M&A (Yr)		0.50
Risk-free rate		1.31	%
Dividend yield		0.0	%

he changes in the fair value of the Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021, are summarized as follows:



Derivative warrant liabilities at December 31, 2020	$	25,856,500
Transfer of Public Warrants to Level 1		(8,740,000	)
Change in fair value of derivative warrant liabilities		(12,559,500	)

Derivative warrant liabilities at December 31, 2021	$	4,557,000
Change in fair value of derivative warrant liabilities		(4,410,000	)
Transfer of Private Placement Warrants to Level 2		(147,000	)

Derivative warrant liabilities at December 31, 2022	$	—

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items]

Accounting Policies, by Policy (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Banzai and its subsidiary. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is

de-consolidated

from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by

the

Company.

In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and

non-recurring

adjustments) have been recorded to present fairly our financial position as of September 30, 2023 and December 31, 2022, and the results of operations and cash flows for the nine months ended September 30, 2023 and 2022.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Banzai and its subsidiary. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiaries are consolidated from the date at which the Company obtains control and are

de-consolidated

In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and

non-recurring

adjustments) have been recorded to present fairly our financial position as of December 31, 2022 and 2021, and the results of operations, and cash flows for the years ended December 31, 2022 and 2021.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates of impairment of long-lived assets and goodwill, expected credit losses, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, estimates of impairment of long-lived assets, estimates of an accounts receivable allowance for doubtful accounts, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations.

Certain Risks and Uncertainties

could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Co

any may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and compliance with regulatory requirements.

Certain Risks and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market

demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and c

mpliance with regulatory requirements.

Concentration of Credit Risk

Concentration of Business and Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed FDIC federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with

off-balance

sheet risk of loss.

At September 30, 2023, no customers accounted for 10% or more of accounts receivable. At December 31, 2022, three customers accounted for 10% or more of accounts receivable with concentrations of 21%, 16%, and 10% and totaling approximately 47% of the total accounts receivable balance as of December 31, 2022. Total revenues from these customers amounted to $259,635 for the twelve months ended December 31, 2022.

At September 30, 2023 and December 31, 2022, one supplier accounted for 10% or more of accounts payable.

Concentration of Business and Credit Risk

off-balance

sheet risk of loss.

At December 31, 2022, three customers accounted for

% or more of accounts receivable with concentrations of 21%, 16%, and 10% and totaling approximately 47% of the total accounts receivable balance as of December 31, 2022. At December 31, 2021, two customers accounted for

% or more of accounts receivable with concentrations of 35% and 25%, respectively and totaling approximately 60% of the total accounts receivable balance as of December 31, 2021. Total revenues from these customers amounted to $259,635 and $106,531 for the years ended December 31, 2022 and 2021, respectively.

At December 31, 2022 and 2021, respectively, one and two suppliers accounted for 10% or more of accounts payable.

Cash and Cash Equivalents

Cash

The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company does not have any cash equivalents.

The Company has no significant

off-balance-sheet

concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash in banks in excess of federally insured limits. However, the Company believes risk of loss is minimal as the cash is held by large highly rated financial institutions. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds cash. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits.

Cash

The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of December 31, 2022 and 2021, the Company does not have any cash equivalents.

The Company has no significant

off-balance-sheet

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist of balances due from customers as well as from payment service providers. Payment terms range from due upon receipt, to net 30 days. Accounts receivable are stated net of an allowance for credit losses.

The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”) impairment model under which was adopted by the Company on January 1, 2023, as discussed below within Recent Accounting Pronouncements. Under the CECL impairment model, the Company determines its allowance by applying a loss-rate method based on an aging schedule using the Company’s historical loss rate. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred.

As of September 30, 2023 and December 31, 2022, the Company determined expected credit losses of $3,879 and $107,860 was required, respectively. Further, for the nine months ended September 30, 2023 and 2022, the Company recognized bad debt expenses for accounts receivable balances of $37,099 and $44,514, respectively.

The following table presents changes in the allowance for credit losses for the nine months ended September 30, 2023:


Balance—January 1, 2023	$	107,860
Change in provision for credit losses		(103,981	)

Balance—September 30, 2023	$	3,879

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist of balances due from customers. Payment terms range from due upon receipt, to net 30 days. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. As of December 31, 2022 and 2021, the Company determined an allowance for doubtful accounts of $107,860 and $262,489 was required, respectively. Further, for the years ended December 31, 2022 and 2021, the Company recognized bad debt expenses for accounts receivable balances directly

written-off,

of $12,467 and $205,350, respectively.

Property and Equipment

Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives (3 years for computer equipment).

Property and Equipment

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of September 30, 2023, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment.

The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required.

The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. There were no impairments of goodwill recorded for the nine months ended September 30, 2023 and 2022.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2022, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment.

The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required.

Intangible Assets

Definite-lived and indefinite-lived intangible assets arising from business combinations include primarily intellectual property, customer relationships, trade names and trademarks, and developed technology. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. Intangible assets that are considered to be indefinite-lived are not amortized. Management follow a three step impairment assessment accounting policy over definite-lived in

tangibl

e assets. Step one being identification of potential indicators of impairment, step two being identification of asset groupings and estimation of undiscounted future cashflows and step three being determination of impairment loss, if applicable.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting of both fixed and intangible assets, for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the carrying value of the asset or asset group is considered to be unrecoverable, an impairment loss is recorded to adjust the carrying amounts to the estimated fair value. The excess of the carrying value of the reporting unit over the estimated fair value was first allocated to the intangibles and then to goodwill. Fair value was determined using the income approach.

During 2021, the Company experienced operating losses and net cash outflows from operating activities. Accordingly, management evaluated the ongoing value of the Company’s intangible assets. Based on this evaluation, management determined that intangible assets, representing 100% of the carrying value of the intangible assets recognized as part of the Demio and High Attendance acquisitions (See note 4 for further detail), with a carrying amount of $1,634,242 were impaired and wrote them down to their estimated fair value of $0, as of December 31, 2021. Fair value was based on expected future cash flows using Level 3 inputs under ASC 820 Fair Value Measurements and Disclosures. The cash flows are those expected to be generated by the market participants, discounted using a weighted average cost of capital calculated using guideline public companies. The decline in fair value of these intangibles was due to decreases in the expected future cash flows associated with these assets. There were no impairments of intangible assets recorded for the year ended December 31, 2022.

Fair Value of Financial Instruments

In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company’s own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the nine months ended September 30, 2023 and 2022. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, convertible notes, notes payable and other current liabilities approximated their fair values as of September 30, 2023 and December 31, 2022. The Company carries convertible notes bifurcated embedded derivatives and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 5 for fair value information).

Fair Value of Financial Instruments

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2022 and 2021. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue and other current liabilities approximated their fair values as of December 31, 2022 and 2021. The Company carries Convertible Notes and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 7 for fair value information).

Offering Costs

Deferred Offering Costs

In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see Note 1) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger.

Capitalized deferred offering costs consisted of the following, as of September 30, 2023 and December 31, 2022:


	September 30, 2023		December 31, 2022
SPAC-related legal fees	$	2,031,323	$	1,264,914
Investment bank advisory services		135,000		135,000
Federal Trade Commission filing fees		125,020		125,020

Total deferred offering costs capitalized	$	2,291,343	$	1,524,934

Deferred Offering Costs

In 2022, the Company capitalized fees related to the Merger Agreement (see Note 18) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger.

Capitalized deferred offering costs consisted of the following, as of December 31, 2022:


	December 31, 2022
SPAC Specific legal fees	$	1,264,914
Investment bank Advisory Services		135,000
Federal Trade Commission filing fees		125,020

Total deferred offering costs capitalized	$	1,524,934

There were

deferred offering costs recognized as of December 31, 2021.

Simple Agreements for Future Equity—SAFE

The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480 Distinguishing Liabilities from Equity. The SAFEs are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying Consolidated Statement of Operations.

Simple Agreements for Future Equity-SAFE

The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480

Distinguishing Liabilities From Equity

. The SAFEs are

sub

ject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying Consolidated Statement of Operations.

Net Income (loss) Per Share of Common Stock

Loss Per Share

Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	As of September 30,
	2023			2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(8,033,477	)	$	(9,006,585	)
Denominator:
Weighted average shares—basic and diluted		8,164,050			8,038,527
Net loss per share attributable to common stock—basic and diluted	$	(0.98	)	$	(1.12	)

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:


	As of September 30,
	2023		2022
Options		1,110,209		860,174
Convertible preferred stock		2,328,823		2,328,823

Total		3,439,032		3,188,997

Loss Per Share

Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the years. Diluted net loss per share excludes, when applicable, the potential impact of stock options, restricted stock units, and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the years presented, basic and diluted net loss per common share are the same.

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	As of December 31,
	2022			2021
Numerator:
Net loss attributable to common stock-basic and diluted	$	(15,468,502	)	$	(9,981,629	)
Denominator:
Weighted average shares-basic and diluted		8,150,270			7,557,173
Net loss per share attributable to common stock-basic and diluted	$	(1.90	)	$	(1.32	)

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:


	As of December 31,
	2022		2021
Restricted stock		—		739,932
Options		603,578		781,715
Convertible preferred stock		2,328,823		2,328,823

Total		2,932,401		3,850,470

Lessee

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as

right-of-use

(“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities,

non-current

on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term.

ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short-term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company recognizes operating lease expense on a straight-line basis over the lease term.

The Company has lease agreements which contain both lease and

non-lease

components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement.

The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value.

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as

right-of-use

(“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities,

non-current

The Company has lease agreements which contain both lease and

non-lease

Revenue Recognition

Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents (if applicable) are negotiated and signed by both parties. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually.

The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5.

Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs).

product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price.

Costs of revenue

Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs.

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) issued new guidance that created ASC 606,

Revenue from Contracts with Customers

(“ASC 606”), in the Accounting Standards Codification (“ASC”). ASC 606 requires the recognition of revenue when promised goods and services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The new guidance also added Subtopic ASC

340-40,

Other Assets and Deferred Costs-Contracts with Customers

(“ASC 340”), to the ASC to require the deferral of incremental costs of obtaining a contract with a customer. Costs incurred to obtain a contract include sales commissions, which are capitalized and amortized to commission expense over time in accordance with the related contract’s term.

The requirements of ASC 606 were adopted as of January 1, 2020, utilizing the full retrospective method of transition, initially applying the guidance as of date of initial application, e.g., January 1, 2020, with no impact to the Company’s financial position and results of operations. Adoption of the new guidance resulted in changes to accounting policies for revenue recognition and deferred costs.

Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price.

Costs of revenue

Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs.

Advertising costs

Advertising costs are expensed as incurred. Advertising costs were $535,709 and $635,867 for the nine months ended September 30, 2023 and 2022, respectively, which are included in general and administrative expenses on the condensed consolidated statements of operations.

Advertising costs

Advertising costs are expensed as incurred. Advertising costs were $783,764 and $815,134 for the years ended December 31, 2022 and 2021, respectively, which are included in general and administrative expenses on the consolidated statements of operations.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and

non-employees

over the requisite service period based on the estimated grant-date fair value of the awards in accordance with ASC 718, Stock Compensation. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and

non-employees

over the requisite service period based on the estimated grant-date fair value of the awards in accordance with ASC 718,

Stock Compensation

. The Company accounts for forfeitures as they occur. Stock-based awards are accounted for based on their grant date fair value and recognized on a straight-line basis over the requisite service period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Derivative Financial Instruments

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Income Taxes

Income taxes are recorded in accordance with ASC 740,

Income Taxes

(“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Notes 5 and 10 for further detail.

Derivative Financial Instruments

Business Combinations

The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations. Accordingly, identifiable tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred.

Business Combinations

are recorded at their estimated fair values, the excess of the purchase

consideration

over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred.

Recent Accounting Pronouncements

Accounting pronouncements recently adopted

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments: Credit Losses (Topic 326)

(“ASU 2016-13”),

which requires measurement and recognition of expected losses for financial assets held. The new standard changes the impairment model for most financial instruments, including trade receivables, from an incurred loss method to a new forward looking approach, based on expected losses. The estimate of expected credit losses will require organizations to incorporate considerations of historical information, current conditions, and reasonable and supportable forecasts. The standards update is effective prospectively for annual and interim periods beginning after December 15, 2022 for private and smaller reporting companies. The Company adopted ASU

2016-13

on January 1, 2023. The adoption of this standard did not have a material impact on these condensed consolidated financial statements.

Recent Accounting Pronouncements

Accounting pronouncements recently adopted

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”)

2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU

2020-06

effective January 1, 2021. The adoption of ASU

2020-06

did not have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU

2016-02,

Leases

(ASC 842) (“ASU

2016-02”),

which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating, (i) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (ii) eliminates most real estate specific lease provisions, and (iii) aligns many of the underlying lessor model principles with those in the new revenue standard. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company adopted ASU

2016-02

effective January 1, 2022 using the effective date method. The Company elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected the hindsight practical expedient and the practical expedient to combine lease and

non-lease

components. Further, the Company adopted a short-term lease exception policy, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less). The application of this exception policy was applicable to a single lease, which was terminated, and for which the last payment was made, in April 2022. Total lease payments made related to this lease, in 2022, amounted to approximately $6,500.

On June 20, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

2018-07,

Improvements to Nonemployee Share-Based Payment Accounting (“ASU

2018-07”),

which simplifies the accounting for share-based payments granted to nonemployees for goods and services. ASU

2018-07

supersedes ASC

505-50

Equity

by expanding the scope of Topic 718 to include

non-employee

awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards. The Company adopted ASU

2018-07

as of January 1, 2020. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments: Credit Losses (Topic 326) (“ASU

2016-13”),

new-forward

looking approach, based on expected losses. The estimate of expected

credit losses will require organizations to incorporate considerations of historical information, current conditions, and reasonable and supportable forecasts. The standards update is effective prospectively for annual and interim periods beginning after December 15, 2022 for private and smaller reporting companies. The Company is required to adopt ASU

2016-13

on January 1, 2023. Management is currently evaluating the impact of these changes on its financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023 or any future period.

The condensed consolidated financial statements include the accounts of 7GC & Co. Holdings Inc., and its subsidiaries where we have controlling financial interests. All intercompany balances and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

10-K

filed by the Company with the SEC on March 31, 2023.

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company

non-emerging

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the most significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information

becomes available and accordingly the actual results could differ significantly from those estimates. Actual results could differ from those estimates.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the most significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000,

and any marketable securities held in the Trust Account. Any loss incurred or a lack of access to such marketable securities could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

The Trust Account as of September 30, 2023 and December 31, 2022 was held in an interest-bearing demand deposit account.

Concentration of Credit Risk

Financial

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and any investments held in the Trust Account.

The Trust Account as of December 31, 2022 was held in an interest-bearing demand deposit account. As of December 31, 2021, investments held in the Trust Account were comprised of investments in money market funds that invest solely in U.S. Treasury securities.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held no cash equivalents or cash equivalents outside the Trust Account as of September 30, 2023 and December 31, 2022.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2022 and 2021.

Marketable Securities Held in the Trust Account

The Company’s portfolio of marketable securities held in the Trust Account prior to the extension period was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s marketable securities held in the Trust Account are comprised of U.S. government securities, the marketable securities are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the marketable securities are recognized at fair value. Trading securities and marketable securities in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information.

In December 2022 the Company instructed the trustee of the Trust Account to liquidate the marketable securities held in the Trust Account and instead to hold the marketable securities in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. As of September 30, 2023 and December 31, 2022, the marketable securities in the Trust Account are held solely in an interest-bearing demand deposit account.

Cash and Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account prior to the extension period was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

In December 2022 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. As of December 31, 2022, the funds in the Trust Account are held solely in an interest-bearing demand deposit account.

Fair Value of Financial Instruments

The carrying value of the Company’s assets and liabilities recognized in the condensed consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals

or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value.

Fair Value of Financial Instruments

The carrying value of the Company’s assets and liabilities recognized on the consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs

non-operating

expenses in the consolidated statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private

Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the same terms as Public Warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or

require the creation of current liabilities.

Derivative Warrant Liabilities

re-assessed

at the end of each reporting period.

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants through September 30, 2022 have been estimated using a Monte Carlo simulation model at each measurement date and have since then relied on the quoted listed trading price of the Public Warrants. The fair value of Public Warrants have

subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company

accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022,

3,329,638

and

5,076,777

shares of Class A common stock, respectively, subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance

sheets.

Under ASC

480-10-S99,

the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit. Subsequent changes result from redemptions and the Extension payments deposited in the Trust Account. The changes in the carrying value of the common stock, subject to possible redemption, result in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 5,076,777 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Under ASC

480-10-S99,

paid-in

capital (to the extent available) and accumulated deficit. Subsequent changes result from

redemptions and the

Extension

payments

deposited in the Trust Account. The changes in the carrying value of the common stock, subject to possible redemption, result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net Income (loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period.

The calculation of

diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of

18,850,000

shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the three months ended September 30, 2023						For the three months ended September 30, 2022				For the nine months ended September 30, 2023						For the nine months ended September 30, 2022
	Class A			Class B			Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per common share
Numerator: Net income (loss)
Allocation of net (loss) income, as adjusted	$	(166,056	)	$	(286,764	)	$	800,767	$	200,192	$	(870,633	)	$	(1,123,460	)	$	8,417,320	$	2,104,330
Denominator: Weighted Average Shares
Basic and diluted weighted average shares outstanding		3,329,638			5,750,000			23,000,000		5,750,000		4,455,999			5,750,000			23,000,000		5,780,000
Basic and diluted net (loss) income (loss) per common share	$	(0.05	)	$	(0.05	)	$	0.03	$	0.03	$	(0.20	)	$	(0.20	)	$	0.37	$	0.37

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2023 and December 31, 2022, deferred taxes were offset by their full valuation allowances.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period.

The calculation of diluted net income per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events. As a result, diluted net income per common share is the same as basic net income per common share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	7,544,075	$	1,894,106	$	9,301,767	$	2,325,442
Denominator:
Basic and diluted weighted average common shares outstanding		22,901,791		5,750,000		23,000,000		5,750,000

Basic and diluted net income per common share	$	0.33	$	0.33	$	0.40	$	0.40

Recent Accounting Pronouncements

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, deferred taxes were offset by their full valuation allowances.

ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Fair Value Measurements (Details) - Schedule of Measured at Fair Value on a Recurring Basis - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Nonrelated Party [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bifurcated embedded derivative liabilities	$ 1,552,781	$ 893,216	$ 4,000	$ 0
Related Party [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bifurcated embedded derivative liabilities	3,024,219	1,889,084	0	$ 0
Fair Value, Inputs, Level 3 [Member] \| Nonrelated Party [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bifurcated embedded derivative liabilities	1,552,781	893,216	4,000
SAFE	644,146	829,139	294,044
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bifurcated embedded derivative liabilities	3,024,219	1,889,084	0
SAFE	$ 6,709,854	$ 8,636,861	$ 3,062,956

Commitments & Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Loss Contingencies [Line Items]

Commitments & Contingencies

12. Commitments and Contingencies

Leases

The Company has operating leases for its real estate across multiple states. The operating leases have remaining lease terms of approximately 1.0 year as of September 30, 2023 and consist primarily of office space.

The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments.

Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties.

The Company’s existing leases contain escalation clauses and renewal options. The Company is not reasonably certain that renewal options will be exercised upon expiration of the initial terms of its existing leases. Prior to adoption of ASU

2016-02

effective January 1, 2022, the Company accounted for operating lease transactions by recording lease expense on a straight-line basis over the expected term of the lease.

The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842 Leases. The Company remains the primary obligor to the head lease lessor, making rental payments directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor.

In evaluating long-lived assets for recoverability, the Company calculated the fair value of the sublease using its best estimate of future cash flows expected to result from the use of the asset. When undiscounted cash flows to be generated through the sublease is less than the carrying value of the underlying asset, the asset is deemed impaired. If it is determined that assets are impaired, an impairment loss is recognized for the amount that the asset’s book value exceeds its fair value. Based on the expected future cash flows, the Company recognized an impairment loss upon adoption of ASC 842 Leases of $303,327. The impairment loss was recorded to impairment loss on lease on the consolidated statement of operations for the nine months ended September 30, 2022.

The components of lease expense, are as follows:


	For the Nine Months Ended September 30,
Components of lease expense:	2023			2022
Operating lease cost	$	151,282		$	141,447
Lease impairment cost		—			303,327
Sublease income		(153,248	)		(126,992	)

Total lease (income) cost	$	(1,966	)	$	317,782

Supplemental cash flow information related to leases are as follows:


	For the Nine Months Ended September
Supplemental cash flow information:	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	129,705		$	111,048
Non-cash impairment of right to use assets (operating cash flow)		—			(303,327	)
Change in lease liabilities (operating cash flow)		(211,204	)		(176,664	)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—		$	762,603

Supplemental balance sheet information related to leases was as follows:


Operating leases:	September 30, 2023		December 31, 2022
Operating lease right-of-use assets	$	177,553	$	307,258
Operating lease liability, current		305,450		284,963
Operating lease liability, long-term		2,352		234,043

Total operating lease liabilities	$	307,802	$	519,006


Weighted-average remaining lease term:	September 30, 2023		December 31, 2022
Operating leases (in years)		1.01		1.76


Weighted-average discount rate:	September 30, 2023			December 31, 2022
Operating leases		6.75	%		6.74	%

Future minimum lease payments under

non-cancellable

lease as of September 30, 2023, are as follows:


Maturities of lease liabilities:
Year Ending December 31,
Remainder of 2023	$	78,546
2024		240,818

Total undiscounted cash flows		319,364

Less discounting		(11,562	)

Present value of lease liabilities	$	307,802

15. Commitments and Contingencies

Leases

The Company has operating leases for its real estate across multiple states. The operati

leases have remaining lease terms of approximately 1.8 years as of December 31, 2022 and consist primarily of office space. As discussed above, the Company adopted the provisions of ASU

2016-02

effective January 1, 2022, using a modified retrospective approach at the beginning of the year of adoption.

2016-02

effective January 1, 2022, the Company accounted for operating lease transactions by recording lease expense on a straight-line basis over the expected term of the lease.

The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842

Leases

. The Company remains the primary obligor to the head lease lessor, making rental payments directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor. In evaluating long-lived assets for recoverability, the Company calculated the fair value of the sublease using its best estimate of future cash flows expected to result from the use of the asset. When undiscounted cash flows to be generated through the sublease is less than the carrying value of the underlying asset, the asset is deemed impaired. If it is determined that assets are impaired, an impairment loss is recognized for the amount that the asset’s book value exceeds its fair value. Based on the expected future cash flows, the Company recognized an impairment loss upon adoption of ASC 842

Leases

of $303,327. The impairment loss was recorded to impairment loss on lease on the consolidated statement of operations for the year ended December 31, 2022.

The components of lease expense, are as follows:


Components of lease expense:	For the Year Ended December 31, 2022
Operating lease cost	$	191,483
Short-term lease cost		—
Lease impairment cost		303,327
Sublease income		(177,588	)

Total lease cost	$	317,222

Supplemental cash flow information related to leases are as follows:


Supplemental cash flow information:	For the Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	152,018
Non-cash impairment of right to use assets (operating cash flow)		(303,327	)
Change in lease liabilities (operating cash flow)		(243,596	)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases		762,603

Supplemental balance sheet information related to leases was as follows:


Operating leases:	As of December 31, 2022
Operating lease right-of-use assets	$	307,258

Operating lease liability, current		284,963
Operating lease liability, long-term		234,043

Total operating lease liabilities	$	519,006


Weighted-average remaining lease term:	As of December 31, 2022
Operating leases (in years)		1.76


Weighted-average discount rate:	As of December 31, 2022
Operating leases		6.74	%

The Company adopted ASC 842

Leases

by applying the guidance at adoption date, January 1, 2022. Prior to January 1, 2022, the Company applied ASC 840

Leases

. There was no impact of adoption as of the December 31, 2021. Future minimum lease payments under

non-cancellable

lease as of December 31, 2022, are as follows:


Maturities of lease liabilities:
Year Ending December 31, 2023	$	311,327
2024		240,818

Total undiscounted cash flows		552,145

Less discounting		(33,139	)

Present value of lease liabilities	$	519,006

In addition, the Company recognized lease expense under ASC 840

Leases

of $285,219 during the year ended December 31, 2021. There are no contingent rental amounts due to the lessors. Future minimum lease payments under

non-cancellable

leases as of December 31, 2021 were as follows:


Future minimum lease payments:
Year Ending December 31, 2022	$	276,888
2023		283,549
2024		217,096

Total future minimum payments	$	777,533

Commitments & Contingencies

Loss Contingencies [Line Items]

Note 5-Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The representative of the underwriters is entitled to registration rights pursuant to the Fee Reduction Agreement (as defined below). Pursuant to the Fee Reduction Agreement, as soon as practicable but no later than thirty (30) days following consummation of the Banzai Business Combination, the Company is required, at its expense, to file a registration statement on Form

S-1

with the SEC to register the

re-sale

of the Cantor Fee Shares (as defined below) by the representative on customary terms for a transaction of this type.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate. In addition, the representative of the underwriters is entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million. Under the underwriting agreement, the deferred fee would become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms thereof. On November 8, 2023, the representative of the underwriters entered into a fee reduction agreement

(as amended, the “Fee Reduction Agreement”), pursuant to which it has agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable (the “Original Deferred Fee”), resulting in a remainder of $4,000,000 of deferred underwriting fees payable (the “Reduced Deferred Fee”) by the Company to the representative upon closing of the Banzai Business Combination (the “Fee Reduction”). Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee will be payable in the form of

number of

shares of Class A common stock equal to the greater of (a)

400,000

or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A common stock on Nasdaq, over the five trading days immediately preceding the date of the initial filing of a resale registration statement on Form

S-1,

as reported by Bloomberg through its “AQR” function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction, the “Cantor Fee Shares”). The Cantor Fee Shares will be issuable following the closing of the Banzai Business Combination upon (or immediately prior to) initial filing of a resale registration statement on Form

S-1

by the Company covering the Cantor Fee Shares (which the Company will be required to file as soon as practicable but no later than thirty (30) days following the closing of the Banzai Business Combination), in accordance with the terms of the Fee Reduction Agreement.

Non-redemption

Agreement

On June 16, 2023 the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of

3,172,000

shares of Class A common stock, par value $

0.0001

per share (the “Class A common stock”), of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase

100

% of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for

consideration an aggregate of

396,500

shares of the Company’s Class B common stock, par value $

0.0001

per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares. The Company estimated the aggregate fair value of the

396,500

shares of Class B common stock attributable to the Holders to be $

372,710

or $

0.94

per share. The excess of the fair value of the shares of Class B common stock was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T.

Risks and Uncertainties

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal

% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally

% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. In order to mitigate the current uncertainty surrounding the implementation of the IR Act, the Sponsor, or a designee, agreed to indemnify the Company for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022 and prior to or in connection with a Business Combination or liquidation of the Company. The foregoing would mitigate a potential reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On July 3, 2023, the Company’s stockholders redeemed 1,747,139 shares of common stock for a total of $18,443,646. The Company evaluated the classification and accounting of the excise tax related to these stock redemptions under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, an amount of $

184,436

non-cash excise tax due on the shares of Class A common stock redeemed has been captured under accumulated deficit in Unaudited Condensed Consolidated statements of Changes in Common Stock Subject to Possible Redemption and Stockholder’s Deficit.

Note

5-Commitments &

Contingencies

Registration Rights

agreement signed on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate. In addition, the representative of the underwriters is entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the continuing conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and

repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. In order to mitigate the current uncertainty surrounding the implementation of the IR Act, the Sponsor, or a designee, agreed to indemnify the Company for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022 and prior to or in connection with a Business Combination or liquidation of the Company. The foregoing would mitigate a potential reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Accrued And Other Current Liabilities - Schedule Of Accrued And Other Current Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Payable and Accrued Liabilities, Current [Abstract]
Sales tax payable	$ 306,910	$ 230,617	$ 113,526
Deposits	54,102
Accrued streaming service costs	33,286		33,310
Accrued legal costs	27,456	31,355
Accrued subscription costs	24,180	28,774	35,139
Accrued advertising and marketing costs			37,500
Accrued accounting and professional services costs	49,000	94,573	30,000
Accrued payroll and benefit costs	55,703	95,947	106,257
Accrued offering costs		261,090
Other current liabilities	66,709	3,017	5,000
Total accrued and other current liabilities	$ 617,346	$ 745,373	$ 360,732

Description of Organization and Business Operations - Liquidity and Going Concern (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 03, 2023	Dec. 21, 2022
Description of Organization and Business Operations (Details) [Line Items]
Notes payable		$ 6,494,051	$ 6,325,178
Seven GC Co Holdings INC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Working capital	$ 7,626,337	3,200,000
Unrealized gain (loss) on investments	1,100,000	1,100,000
Cash withdrawn from trust account to pay tax obligations	1,100,000	1,100,000
Tax obligations can be withdrawn from the trust account		111,000
Operating cash account	399,511	1,000,000
Notes payable		900,000
Convertible loan from related party	2,300,000	1,100,000	0
Amount Withdrawn For Redemptions	18,000,000
Cash Withdrawn From Trust Account For Redemptions	180,900,000	180,858,526	$ 0
Seven GC Co Holdings INC [Member] \| Working Capital Loan [Member] \| Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Debt Instrument, Face Amount				$ 500,000
Seven GC Co Holdings INC [Member] \| Sponsor Member \| Unsecured Promissory Note [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maximum borrowing capacity					$ 500,000
Notes payable	500,000	200,000
Seven GC Co Holdings INC [Member] \| Sponsor Member \| Extension Drawdowns [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maximum borrowing capacity	1,800,000	1,800,000			1,800,000
Notes payable	1,800,000	900,000
Seven GC Co Holdings INC [Member] \| Sponsor Member \| Working Capital Drawdowns and Extension Drawdowns [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maximum borrowing capacity	$ 2,300,000	$ 2,300,000			$ 2,300,000

Commitments & Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease expense

The components of lease expense, are as follows:


	For the Nine Months Ended September 30,
Components of lease expense:	2023			2022
Operating lease cost	$	151,282		$	141,447
Lease impairment cost		—			303,327
Sublease income		(153,248	)		(126,992	)

Total lease (income) cost	$	(1,966	)	$	317,782

The components of lease expense, are as follows:


Components of lease expense:	For the Year Ended December 31, 2022
Operating lease cost	$	191,483
Short-term lease cost		—
Lease impairment cost		303,327
Sublease income		(177,588	)

Total lease cost	$	317,222

Schedule of supplemental cash flow information related to leases

Supplemental cash flow information related to leases are as follows:


	For the Nine Months Ended September
Supplemental cash flow information:	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	129,705		$	111,048
Non-cash impairment of right to use assets (operating cash flow)		—			(303,327	)
Change in lease liabilities (operating cash flow)		(211,204	)		(176,664	)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—		$	762,603

Supplemental cash flow information related to leases are as follows:


Supplemental cash flow information:	For the Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	152,018
Non-cash impairment of right to use assets (operating cash flow)		(303,327	)
Change in lease liabilities (operating cash flow)		(243,596	)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases		762,603

Schedule of supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases was as follows:


Operating leases:	September 30, 2023		December 31, 2022
Operating lease right-of-use assets	$	177,553	$	307,258
Operating lease liability, current		305,450		284,963
Operating lease liability, long-term		2,352		234,043

Total operating lease liabilities	$	307,802	$	519,006


Weighted-average remaining lease term:	September 30, 2023		December 31, 2022
Operating leases (in years)		1.01		1.76


Weighted-average discount rate:	September 30, 2023			December 31, 2022
Operating leases		6.75	%		6.74	%

Supplemental balance sheet information related to leases was as follows:


Operating leases:	As of December 31, 2022
Operating lease right-of-use assets	$	307,258

Operating lease liability, current		284,963
Operating lease liability, long-term		234,043

Total operating lease liabilities	$	519,006


Weighted-average remaining lease term:	As of December 31, 2022
Operating leases (in years)		1.76


Weighted-average discount rate:	As of December 31, 2022
Operating leases		6.74	%

Schedule of future minimum lease payments under non-cancellable lease

Future minimum lease payments under

non-cancellable

lease as of September 30, 2023, are as follows:


Maturities of lease liabilities:
Year Ending December 31,
Remainder of 2023	$	78,546
2024		240,818

Total undiscounted cash flows		319,364

Less discounting		(11,562	)

Present value of lease liabilities	$	307,802

Future minimum lease payments under

non-cancellable

lease as of December 31, 2022, are as follows:


Maturities of lease liabilities:
Year Ending December 31, 2023	$	311,327
2024		240,818

Total undiscounted cash flows		552,145

Less discounting		(33,139	)

Present value of lease liabilities	$	519,006

Schedule of future minimum lease payments under non-cancellable leases

Future minimum lease payments under

non-cancellable

leases as of December 31, 2021 were as follows:


Future minimum lease payments:
Year Ending December 31, 2022	$	276,888
2023		283,549
2024		217,096

Total future minimum payments	$	777,533

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following at the dates indicated:


	December 31,
	2022			2021
Computers and equipment		30,866			20,061
Less: accumulated depreciation		(19,063	)		(9,475	)

Property and equipment, net	$	11,803		$	10,586

Commitments & Contingencies - Schedule of Lease Expense (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Components of lease expense:
Operating lease cost	$ 151,282	$ 141,447	$ 191,483
Short-term lease cost			0
Lease impairment cost	0	303,327	303,327	$ 0
Sublease income	(153,248)	(126,992)	(177,588)
Total lease (income) cost	$ (1,966)	$ 317,782	$ 317,222

Description of Organization and Business Operations - Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits (Details) - USD ($)							1 Months Ended	12 Months Ended
	Aug. 04, 2023	Jun. 26, 2023	Jun. 16, 2023	Dec. 08, 2022	Dec. 02, 2022	Jan. 29, 2021	May 31, 2022	Dec. 31, 2022	Sep. 30, 2023	Dec. 21, 2022	Dec. 31, 2021	Feb. 19, 2021	Feb. 20, 2020
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares						$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Notes payable								$ 6,494,051			$ 6,325,178
Common stock, subject to possible redemption par value (in Dollars per share)													$ 0.0001
Common Stock, Value, Issued								816	$ 817		828
7GC Co Holdings INC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares				$ 0.0001
Assets held in trust noncurrent								52,128,420	35,559,672		230,023,192
Notes payable								900,000
Temporary equity, shares outstanding			3,172,000
Common Stock, Value, Issued								0	0		$ 0
7GC Co Holdings INC [Member] \| Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares			$ 0.0001
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Working Capital Drawdowns [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maximum borrowing capacity								500,000	500,000	$ 900,000
Additional borrowing capacity				$ 300,000
Notes payable								$ 900,000	$ 1,800,000
Common Class A [Member] \| 7GC Co Holdings INC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares								$ 0.0001	$ 0.0001		$ 0.0001
Temperory equity shares during the period shares		1,747,139		17,923,223	17,923,223
Temporary equity common stock possible to redemption shares		3,329,638		5,076,777				5,076,777	3,329,638		23,000,000
Assets held in trust noncurrent		$ 35,600,000		$ 52,100,000
Temporary equity, shares outstanding			3,172,000					5,076,777	3,329,638
Percentage of redemption of common stock subject to forfeiture			100.00%
Common stock, subject to possible redemption par value (in Dollars per share)			$ 0.0001					$ 0.0001	$ 0.0001		$ 0.0001
Common Class B [Member] \| 7GC Co Holdings INC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares								$ 0.0001	$ 0.0001		$ 0.0001
Common Class B [Member] \| 7GC Co Holdings INC [Member] \| Holder [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued during the period			$ 396,500
Fair value of common stock issued			$ 372,710
Stock fair value			0.94%
Common Class B [Member] \| 7GC Co Holdings INC [Member] \| Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares			$ 0.0001
Stock forfeited and surrendered during the period value			$ 0
Stock forfeited and surrendered during the period Shares			396,500
Demio, Inc. [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired												100.00%
Business Acquisition, Effective Date of Acquisition						Jan. 29, 2021
Hyros, Inc., [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
Business Combination, Price of Acquisition, Expected								$ 110,000,000
7GC Co Holdings INC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value \| $ / shares	$ 0.0001
Business Combination, Price of Acquisition, Expected	$ 100,000,000
Common Stock, Conversion Basis	all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock
Business Acquisition, Share Price	$ 10
GEM Agreement [Member] \| GEM Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of right to convert warrant to common shares							3.00%
Warrants and Rights Outstanding							$ 650,000,000
Warrants and Rights Outstanding, Term							3 years
Percentage of Commitment Fee Payable							2.00%
Commitment Fee Payable Upon Each Draw Down							$ 100,000,000
GEM Agreement [Member] \| GEM Warrant [Member] \| From the Public Listing Date [Member]
Description of Organization and Business Operations (Details) [Line Items]
Automatic Termination of the Agreement Will Occur at the Earliest of Consecutive Months							36 months
GEM Agreement [Member] \| GEM Warrant [Member] \| From the Effective Date (May 27, 2022) [Member]
Description of Organization and Business Operations (Details) [Line Items]
Automatic Termination of the Agreement Will Occur at the Earliest of Consecutive Months							36 months
GEM Agreement [Member] \| Share Purchase Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common Stock, Value, Issued							$ 100,000,000

Stockholders' Deficit

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Stockholders' Deficit (Details) [Line Items]

Stockholders' Deficit

13. Equity

Class A and B Common Stock

The Company’s Amended and Restated Certificate of Incorporation, issued January 29, 2021, authorized the issuance of 19,544,521 shares of Common Stock, $0.0001 par value per share, of which (i) 13,224,521 shares are designated as Class A Common Stock (“Class A Common Stock”) and (ii) 6,320,000 shares are designated as Class B Common Stock (“Class B Common Stock”) (collectively, the “Common Stock”). As of September 30, 2023 and December 31, 2022, the Company has issued 1,847,894 and 1,837,606 shares of Class A Common

Stock, respectively. As of September 30, 2023 and December 31, 2022, the Company has issued 6,320,000 shares of Class B Common Stock. The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon.

The holders of shares of Common Stock shall be entitled to receive dividends declared by the Board of Directors, on a pro rata basis based on the number of shares of Common Stock held by each such holder, assuming conversion of all Class B Common Stock into Class A Common Stock at a

one-to-one

conversion ratio.

Upon execution of the Merger, the 2,560,000 shares of Class B Common Stock held by Roland A. Linteau III will be converted into Class A Common Stock.

Series

A-1

and

A-2

Convertible Preferred Stock

The Company’s Amended and Restated Certificate of Incorporation, issued February 20, 2020, authorized the issuance of 2,600,306 shares of Preferred Stock, $0.0001 par value per share, of which (i) 2,400,959 shares are designated as Series A-1 Preferred Stock (“Series A-1 Preferred”) and (ii)

199,347

shares are designated as Series

A-2

Preferred Stock (“Series

A-2

Preferred”) (collectively, the “Preferred Stock”). On November 30, 2020 the Company Amended and Restated their Certificate of Incorporation which increased the number of authorized shares of Series

A-1

Preferred Stock by

24,521

to a total of

2,425,480

. As of September 30, 2023 and December 31, 2022, the Company has issued

2,129,476

shares of Series

A-1

Preferred with an original issuance price of $

2.9155

per share and

199,347

shares of Series

A-2

Preferred with an original issuance price of $

0.5518

per share.

The Preferred Stock is presented in temporary or “mezzanine” equity as the convertible preferred stock give the holders (by majority vote) the option if there is a sale, merger or change of control to redeem shares for cash. The convertible preferred stock is recorded at fair value as of the date of issuance. No subsequent adjustment of the initial measurement amounts for these contingently redeemable Preferred Stock is necessary unless the redemption of the convertible preferred shares becomes probable. Accordingly, the amount presented as temporary equity for the contingently redeemable Preferred Stock outstanding is its issuance-date fair value.

The Preferred Stock are convertible at the option of the holder at any time into shares of Class A Common Stock or will automatically convert into Class A Common Stock upon (1) Sale of shares of Common Stock to the public or (2) Specified by vote or written consent of the Requisite Holders. Other than dividends on shares of Common Stock payable in shares of Common Stock, the Preferred Stock have rights equal to holders on shares of any other class or series of capital stock of the Corporation. There have been no dividends declared to date. Each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and

non-assessable

shares of Class A Common Stock as is determined by dividing the applicable Original Issue Price by the applicable Conversion Price in effect at the time of conversion, with the “Conversion Price” with respect to each series of Preferred Stock initially equal to the applicable Original Issue Price for each such series of the Preferred Stock.

Restricted Stock

In connection with the acquisition of Demio and High Attendance, the Company issued restricted stock to the selling shareholders and founders of Demio. 1,213,346 shares of the Company’s restricted Class A common stock were issued to the selling shareholders and founders of Demio and 133,257 shares of the Company’s restricted Class A common stock were issued to the High Attendance shareholder. All shares issued to the selling

shareholders and founders of Demio vested and are outstanding as of September 30, 2023. All shares issued to the High Attendance shareholder were cancelled and are not outstanding as of September 30, 2023.

16. Equity

Class A and B Common Stock

The Company’s Amended and Restated Certificate of Incorporation, issued January 29, 2021, authorized the issuance of

19,544,521

shares of Common Stock, $

0.0001

par value per share, of which (i) 13,224,521 shares are designated as Class A Common Stock (“Class A Common Stock”) and (ii) 6,320,000 shares are designated as Class B Common Stock (“Class B Common Stock”) (collectively, the “Common Stock”). As of December 31, 2022 and 2021, the Company has issued 1,837,606 and 1,956,972 shares of Class A Common Stock, respectively. As of December 31, 2022 and 2021, the Company has issued 6,320,000 shares of Class B Common Stock. The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon.

This Note 16 was revised October 18, 2023 to include the respective voting power of the Class A and Class B Common Stock.

Series

A-1

and

A-2

Convertible Preferred Stock

A-1

Preferred Stock (“Series

A-1

Preferred”) and (ii) 199,347 shares are designated as Series

A-2

Preferred Stock (“Series

A-2

A-1

Preferred Stock by 24,521 to a total of 2,425,480. As of December 31, 2022 and 2021, the Company has issued 2,129,476 shares of Series

A-1

Preferred with an original issuance price of $2.9155 per share and 199,347 shares of Series

A-2

Preferred with an original issuance price of $0.5518 per share.

non-assessable

Restricted Stock

A summary of the status of the Company’s grants of restricted shares of common stock is presented below:


	Number of Non- vested Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021		133,257		$	0.64
Granted		1,213,346			1.11
Vested		(606,671	)		1.11

Outstanding at December 31, 2021		739,932			1.03
Vested		(606,675	)		1.11
Cancelled/ Forfeited		(133,257	)		0.64

Non-vested shares at December 31, 2022		—		$	—

Stockholders' Deficit (Details) [Line Items]

Stockholders' Deficit

Note

8-Stockholders’

Deficit

Preferred

stock-The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A common stock-The Company is authorized to issue

100,000,000

shares of Class A common stock with a par value of $

0.0001

per share. As of September 30, 2023 and December 31, 2022, there were

3,329,638

and

5,076,777

shares of Class A common stock outstanding, respectively, all of which were subject to possible redemption and were classified as temporary equity in the accompanying condensed consolidated balance sheets, respectively (see Note 7).

Class B common stock-The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture, other than the Forfeited Shares forfeitable by the Sponsor in connection with the closing of an initial Business Combination pursuant to the

Non-Redemption

Agreements.

Holders of the Company’s Class B common stock are entitled to one vote for each share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement- equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Note

8-Stockholders’

Deficit

Preferred stock

-The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

-The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 5,076,777 and 23,000,000 shares of Class A common stock outstanding, respectively, all of which were subject to possible redemption and classified as temporary equity on the accompanying consolidated balance sheets (see Note 7).

Class

B Common Stock

-The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture.

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a

majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemedissuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

The entire disclosure for equity.

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Fair Value Measurements (Details) - Schedule of Changes In Embedded Derivative Liability - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party [Member]
Disclosure In Tabular Form Of Changes In Embedded Derivative Liability Based On Significant Unobservable Input [Line Items]
Fair Value, Opening Balance	$ 1,889,084	$ 0	$ 0
Issuance of convertible notes with bifurcated embedded derivative	1,062,776	1,365,300
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375	0
Extinguishment of Old Alco Note derivative		(70,000)
Change in fair value	72,359	592,409	0
Fair Value, Ending Balance	3,024,219	1,889,084	0
Third Party [Member]
Disclosure In Tabular Form Of Changes In Embedded Derivative Liability Based On Significant Unobservable Input [Line Items]
Fair Value, Opening Balance	893,216	4,000	0
Issuance of convertible notes with bifurcated embedded derivative	623,065	619,700
Issuance of CP BF convertible notes with bifurcated embedded derivative		625	3,000
Extinguishment of Old Alco Note derivative		0
Change in fair value	36,500	268,891	1,000
Fair Value, Ending Balance	$ 1,552,781	$ 893,216	$ 4,000

Description of Organization and Business Operations - Initial Business Combination (Details) - Seven GC Co Holdings INC [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Public shares percentage	15.00%	15.00%
Trust account, description	The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of marketable securities in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).	The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Dissolution expenses	$ 100,000	$ 100,000
Net tangible assets	$ 5,000,001	$ 5,000,001
Offering price per (in Dollars per share)	$ 10	$ 10
Percentage of outstanding voting securities	50.00%	50.00%
Fair market value percentage	80.00%	80.00%
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redemption percentage of public shares (in Dollars per share)	$ 10	$ 10

Fair Value Measurements (Details) - Schedule of derivative warrant liabilities - 7GC Co Holdings INC [Member] - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Derivative warrant liabilities at begining	$ 661,500	$ 1,764,000	$ 4,557,000	$ 4,557,000	$ 25,856,500
Transfer of Public Warrants to Level 1			0		(8,740,000)
Change in fair value of derivative warrant liabilities	(514,500)	(1,102,500)	(2,793,000)	(4,410,000)	(12,559,500)
Transfer of Private Placement Warrants to Level 2				(147,000)
Derivative warrant liabilities at ending	$ 147,000	$ 661,500	$ 1,764,000	$ 0	$ 4,557,000
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]					Derivative Liability, Noncurrent

Subsequent Events (Details) - USD ($)				1 Months Ended		3 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Dec. 03, 2023	Aug. 01, 2023	Jul. 31, 2023	Nov. 30, 2023	Oct. 31, 2023	Mar. 31, 2023	Jul. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 08, 2023	Oct. 03, 2023	Aug. 31, 2023	Jun. 14, 2023	Dec. 08, 2022	Jan. 29, 2021	Dec. 31, 2020	Jun. 26, 2020
Subsequent Event [Line Items]
Weighted average exercise price								$ 0.76	$ 0.76	$ 0.76
Options, outstanding, number, ending balance								1,110,209	603,578	781,715							934,079
Options, outstanding, weighted average exercise price								$ 4.5	$ 1.35	$ 1.15							$ 0.73
Common stock par value (in Dollars per share)								0.0001	$ 0.0001	0.0001						$ 0.0001
Entity Valuation															$ 100,000,000
Share-Based Payment Arrangement, Employee [Member]
Subsequent Event [Line Items]
Options, outstanding, number, ending balance																		973,000
Options, outstanding, weighted average exercise price																		$ 0.76
Alco Convertible Notes [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount									$ 6,000,000
Debt instrument, maturity date									Sep. 01, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Options, outstanding, weighted average exercise price	$ 5.15
Number of founder shares issuable In connection with advisory fee														100,000
Subsequent Event [Member] \| Hyros [Member]
Subsequent Event [Line Items]
Purchase price of expected business acquisition		$ 100,000,000
Minimum cash holdings		$ 5,000,000
Subsequent Event [Member] \| Retention Bonuses [Member]
Subsequent Event [Line Items]
Other commitment	$ 605,000
Subsequent Event [Member] \| Share-Based Payment Arrangement, Nonemployee [Member]
Subsequent Event [Line Items]
Options, outstanding, number, ending balance	398,746
Subsequent Event [Member] \| Share-Based Payment Arrangement, Employee [Member]
Subsequent Event [Line Items]
Options, outstanding, number, ending balance	186,454
Subsequent Event [Member] \| Amended and Restated 2016 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Number of share options granted during the period	217,187
Vesting period	4 years
Expiration period	10 years
Weighted average exercise price	$ 5.15
Subsequent Event [Member] \| Alco [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount				$ 750,000
Debt Instrument, Interest Rate, Stated Percentage				8.00%
Debt instrument, maturity date				Apr. 13, 2024
Subsequent Event [Member] \| Alco September Promissory Note [Member]
Subsequent Event [Line Items]
Proceeds from issuance of debt					$ 500,000
Subsequent Event [Member] \| Subordinated Convertible Promissory Notes [Member]
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			8.00%				8.00%
Debt instrument, maturity date			Dec. 31, 2023
Proceeds from subordinated short term debt							$ 4,000,000
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger			80.00%
Valuation gap			$ 50,000,000				$ 50,000,000
Subsequent Event [Member] \| Alco Convertible Notes [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date						Dec. 31, 2023
Subsequent Event [Member] \| Subordinated Term Note [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount													$ 150,000
Debt Instrument, Interest Rate, Stated Percentage													8.00%
7GC Co Holdings INC [Member]
Subsequent Event [Line Items]
Debt Instrument, Convertible, Conversion Price								$ 10	$ 10
Common stock par value (in Dollars per share)															$ 0.0001
Share price										$ 9.76					$ 10
7GC Co Holdings INC [Member] \| Subsequent Event [Member] \| Fee Reduction Agreement [Member] \| Cantor Fitzgerald [Member]
Subsequent Event [Line Items]
Deferred underwriting fees forfeit											$ 4,050,000
Deferred underwriting fees payable											8,050,000
Increase decrease in deferred underwriting fees											$ 4,000,000
7GC Co Holdings INC [Member] \| Subsequent Event [Member] \| Fee Reduction Agreement [Member] \| Cantor Fitzgerald [Member] \| New Banzai Class A Shares [Member]
Subsequent Event [Line Items]
Deferred underwriting fees payable in shares											400,000
7GC Co Holdings INC [Member] \| Subsequent Event [Member] \| Working Capital Loan [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount												$ 500,000
Debt Instrument, Interest Rate, Stated Percentage												0.00%
Debt Instrument, Convertible, Conversion Price												$ 10

Stockholders' Deficit (Details) - $ / shares					9 Months Ended	12 Months Ended
Stockholders' Deficit (Details) - $ / shares	Dec. 08, 2022	Feb. 19, 2021	Jan. 29, 2021	Aug. 14, 2020	Sep. 30, 2023	Dec. 31, 2022	Jun. 16, 2023	Dec. 31, 2021	Nov. 30, 2020	Feb. 20, 2020
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized			19,544,521		19,544,521	19,544,521		19,544,521
Common stock par value (in Dollars per share)			$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding					8,167,894	8,157,606		8,276,972
Common stock, shares issued					8,167,894	8,157,606		8,276,972
Temporary equity shares issued										2,600,306
Temporary equity par value per share										$ 0.0001
Temporary equity shares authorized increase									24,521
Temporary equity shares authorized									2,425,480
Demio [Member] \| Restricted Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Number of shares of equity interests issued or issuable to acquire entity		1,213,346
High Attendance [Member] \| Restricted Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Number of shares of equity interests issued or issuable to acquire entity				133,257
Conversion of Class B to Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Conversion of stock, shares converted			2,560,000
Common Class A [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized			13,224,521
Common stock, shares issued					1,847,894	1,837,606		1,956,972
Common stock voting rights					one vote per share	one vote per share
Common Class B [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized			6,320,000
Common stock, shares issued					6,320,000	6,320,000		6,320,000
Common stock voting rights					ten votes per share	ten votes per share
Series A 1 Convertible Preferred Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Temporary equity shares issued						2,129,476		2,129,476		2,400,959
Temporary equity shares issued price per share						2.9155%		2.9155%
Series A 2 Convertible Preferred Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Temporary equity shares issued						199,347				199,347
Temporary equity shares issued price per share						0.5518%
7GC Co Holdings INC [Member]
Stockholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized					1,000,000	1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock issued					0	0		0
Preferred stock outstanding					0	0		0
Common stock par value (in Dollars per share)	$ 0.0001
Common stock voting rights	ten votes				ten votes
7GC Co Holdings INC [Member] \| Common Class A [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized					100,000,000	100,000,000		100,000,000
Common stock par value (in Dollars per share)					$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding					3,329,638	5,076,777		23,000,000
Common stock shares subject to possible redemption						5,076,777		23,000,000
Common stock shares outstanding					3,329,638	5,076,777
Common stock, shares issued					3,329,638	5,076,777
Temporary equity par value per share					$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
7GC Co Holdings INC [Member] \| Common Class B [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized					10,000,000	10,000,000		10,000,000
Common stock par value (in Dollars per share)					$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding					5,750,000	5,750,000		5,750,000
Conversion rate percentage of common stock outstanding					20.00%	20.00%
Common stock, shares issued					5,750,000	5,750,000		5,750,000

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Subsequent Events	16. Subsequent Events Additional Drawdown on the Alco September Promissory Note In October 2023, the Company drew down the remaining $500,000 on the Alco September 2023 Promissory Note. Issuance of Subordinated Term Note In November 2023, Banzai issued a subordinated term note, for a principal balance of $750,000 to Alco, a related party lender. The note bears interest at 8% per year, payable on maturity, and matures on April 13, 2024. This issuance was approved by the board of directors and principal shareholders of the Company, in accordance with a written consent and waiver, signed on March 8, 2023. Registration Statement on Form S-4 has been Declared Effective On November 15, 2023, 7GC issued a press release announcing that its registration statement on Form S-4, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 31, 2023 (as amended, the “Registration Statement”), relating to the previously announced proposed business combination with Banzai, has been declared effective by the SEC as of November 13, 2023. 7GC has established a record date of October 27, 2023 and a meeting date of December 5, 2023 for its special meeting of stockholders to approve the Business Combination. Grant of Stock Options On December 3, 2023, Banzai granted 217,187 stock options to certain employees and non-employees, under the Company’s Amended and Restated 2016 Equity Incentive Plan. Certain of these stock options were fully vested at grant, while others vest over a four year period, and all expire after a period of ten years and have an exercise price of $5.15. Amendment to Nonstatutory Option Exercise Price Concurrent with the above disclosed December 3, 2023 grant of stock options, Banzai approved an amendment to the exercise price of 398,746 unexercised nonstatutory options issued to certain non-employees, and 186,454 unexercised options issued to certain current employees of the Company. The exercise price of these options was amended to reduce this to $5.15, subject to acceptance by the holders of the options. Approval of Retention Bonus Offers On December 3, 2023, the Company also approved and committed to paying retention bonuses for an aggregate amount of $605,000, to certain management employees. These bonuses are subject to certain conditions, most notably the respective employees remaining in the service of the Company through the respective retention dates, which begin January 1, 2024 and extend through January 1, 2027 for certain employees, and will be paid no later than December 31 of the year in which the retention date occurs.	19. Subsequent Events Proposed Merger with 7GC & Co. Holdings Inc. On December 8, 2022, Banzai entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 7GC & Co. Holdings Inc. (“7GC”), a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, and 7GC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”). The Merger Subs are, as of the date of the Agreement, wholly owned subsidiaries of 7GC that were formed for purposes of consummating the transactions of the Agreement. The Merger Agreement provides that, among other things and upon the terms and subject to the conditions of the Merger Agreement at the closing of the transactions contemplated by the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into Banzai, the separate corporate existence of Merger Sub will cease and Banzai shall continue as the surviving corporation and a wholly owned subsidiary of 7GC (the “Merger”). As a result of the Merger, among other things, all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock, par value $ 0.0001 per share, of 7GC (the “7GC Common Stock”) determined based on a pre-money enterprise valuation of Banzai of $ 100,000,000 and a $ 10.00 price per share of 7GC Common Stock. On June 14, 2023, 7GC entered into an engagement letter with Cohen, pursuant to which 7GC engaged Cohen to act as its capital markets advisor in connection with seeking extension of the date by which 7GC must consummate its initial business combination and in connection with an initial business combination with an unaffiliated third party, as well as to act as placement agent, on a non-exclusive basis, in connection with any private placement of equity, convertible and/or debt securities or other capital or debt raising transaction in connection with an initial business combination, in exchange for the right to receive (x) an advisory fee of 100,000 founder shares in connection with a successful extension, payable by the Sponsor at closing of an initial business combination, and (y) a transaction fee in connection with any such offering. On June 15, 2023, 7GC issued a press release announcing that its special meeting of stockholders, to be held for the approval of the Second Extension Amendment, would be postponed from June 20, 2023 to June 26, 2023. On June 26, 2023, 7GC’s stockholders approved the proposal for the Second Extension Amendment. 7GC filed a Current Report on Form 8-K with the SEC on June 29, 2023, announcing the approval of and the final results of the stockholder vote approving the Second Extension Amendment. On July 31, 2023, Banzai sent a notice of termination to Hyros. On August 1, 2023, Banzai and Hyros terminated the Hyros Purchase Agreement and the Hyros Side Letter (the “Hyros Transaction Termination”), with immediate effect, in connection with the inability to procure the Hyros audited financial statements set forth in the Hyros Purchase Agreement on the timeline contemplated by the Merger Agreement for delivery of the Hyros audited financial statements. Concurrent with discussions around the Hyros Transaction Termination, beginning in July 2023, 7GC and Banzai discussed and decided to pursue a business combination involving solely 7GC and Banzai. 7GC and Banzai negotiated and agreed upon the following changes (among others) to the key terms of the Business Combination: (i) the closing of Banzai’s acquisition of Hyros is no longer a condition to the closing of the Business Combination, (ii) the total deal value will be changed to a flat consideration of $100 million based on the standalone value of Banzai, without any right to earn out as was contemplated under the Original Merger Agreement, (iii) the outside date for the closing of the Business Combination will be pushed out to December 28, 2023 and (iii) the minimum aggregate transaction proceeds condition will be replaced with a net cash closing condition, under which the net cash of 7GC, the Company and their subsidiaries shall be no less than $5 million. On August 4, 2023, 7GC and Banzai executed the Amendment. Issuance of Subordinated Convertible Promissory Notes Between March and July 2023, Banzai issued subordinated convertible promissory notes, for a principal balance of approximate $4.0 million to various third party and related party investors. The notes bear interest at 8% per year, payable on maturity, and mature on the earlier of the date of a Liquidity Event, as defined in Note 13, or December 31, 2023. The convertible promissory notes are convertible into common stock upon the closing of a Qualified Financing, should this occur prior to maturity, at a conversion price of the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 (the “Valuation Cap”) by the Fully Diluted Capitalization, as defined. These issuances were approved by the board of directors and principal shareholders of the Company, in accordance with a written consent and waiver, signed on March 8, 2023. Amendment to Alco Convertible Notes In March 2023, Banzai entered into an agreement to amend the maturity date of the Alco Convertible Notes, previously issued to various investors during 2022, and which had an aggregate principal balance of approximately $6.0 million, from September 1, 2023 to December 31, 2023. No other amendments to the agreements related to these convertible notes, were made. Forbearance Agreement with CP BF Lending On August 24, 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with CP BF. Under the terms of the Forbearance Agreement, and as a result of the Company’s non-compliance with certain covenants of its Loan Agreement with CP BF, CP BF agreed to (i) amend certain provisions of the Loan Agreement to clarify the treatment of the Business Combination under the Loan Agreement, (ii) consent to the consummation of the Merger Agreement with 7GC, and (iii) forbear from exercising any of its rights and remedies under the Loan Agreement with the Company from the effective date of the Forbearance Agreement under the earlier of (a) the four-month anniversary of the closing of the 7GC Combination if the 7GC Combination is closed on or prior to December 29, 2023, (b) December 29, 2023 if the 7GC Combination is not consummated on or prior to December 29, 2023, or (c) the date on which any Termination Event (as defined within the Forbearance Agreement) shall have occurred. In connection with the Forbearance Agreement, CP BF and the Company also agreed to amend and restate CP BF’s existing convertible promissory notes so that they may remain outstanding following the closing of the Business Combination and, at CP BF’s option, be convertible into Class A shares of the Company after the Business Combination. Issuance of Subordinated Term Note In August 2023, Banzai issued a subordinated term note, for a principal balance of $150,000 to Alco, a related party lender. The note bears interest at 8% per year, payable on maturity, and matures two months from issuance. This issuance was approved by the board of directors and principal shareholders of the Company, in accordance with a written consent and waiver, signed on March 8, 2023.
7GC Co Holdings INC [Member]
Subsequent Event [Line Items]
Subsequent Events	Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no events other than the event described below, that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements. On October 3, 2023, the Company issued the Second Note, which provides for borrowings from time to time of up to an aggregate of $ 500,000 for working capital purposes. The Note does no t bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account established in connection with the Company’s Initial Public Offering upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Second Note, in whole or in part, into that number of the Converted Shares, equal to the principal amount of the Second Note so converted divided by $ 10.00 . On November 8, 2023, Cantor Fitzgerald (“Cantor”), entered into a fee reduction agreement , (as amended, the “Fee Reduction Agreement”), pursuant to which Cantor has agreed to forfeit $ 4,050,000 of the aggregate of $ 8,050,000 of deferred underwriting fees payable (the “Original Deferred Fee”), resulting in a remainder of $ 4,000,000 of deferred underwriting fees payable (the “Reduced Deferred Fee”) by the Company to Cantor upon Closing of the Business Combination (the “Fee Reduction”). Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee will be payable in the form of a number of shares of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of the initial filing of a resale registration statement on Form S-1, as reported by Bloomberg through its “AQR” function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction, the “Cantor Fee Shares”). The Cantor Fee Shares will be payable following the Closing upon (or immediately prior to) initial filing of a resale registration statement on Form S-1 by the Company covering the Cantor Fee Shares (which the Company will be required to file as soon as practicable but no later than thirty (30) days following the Closing), in accordance with the terms of the Fee Reduction Agreement.	Note 11-Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued and determined that other than the additional borrowings under the extension described in N ote 4, there have been no events that have occurred that would require adjustments to the disclosures in the consolidated financial statements.

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Less:
Class A common stock issuance costs	$ (13,362)	$ (5,016)	$ (5,016)	$ (128,127)
Plus:
Class A common stock subject to possible redemption	6,318,491		6,318,491	6,318,491
7GC Co Holdings INC [Member] \| Common Class A [Member]
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds			230,000,000	230,000,000
Less:
Amount allocated to Public Warrants				(13,340,000)
Class A common stock issuance costs			(12,403,774)	(12,403,774)
Fair value of Public Warrants at issuance			(13,340,000)
Plus:
Accretion of carrying value to redemption value				25,743,774
Class A common stock subject to possible redemption	35,476,939		51,916,992	$ 230,000,000
Less:
Redemption of Class A common stock subject to possible redemption	(18,443,646)		(180,858,526)
Plus:
Remeasurement of Class A common stock to redemption value	2,003,593		2,775,518
Redemption of Class A common stock	$ (18,443,646)		(180,858,526)
7GC Co Holdings INC [Member] \| Common Class A [Member] \| Previously Reported [Member]
Plus:
Remeasurement of Class A common stock to redemption value			$ 28,519,292

Goodwill (Details)	9 Months Ended	12 Months Ended
Goodwill (Details)	Sep. 30, 2023 Segments	Dec. 31, 2022 USD ($) OperatingSegment	Dec. 31, 2022 USD ($) ReportingUnits	Dec. 31, 2022 USD ($) Segments	Dec. 31, 2021 USD ($)
Goodwill [Line Items]
Number of operating segments	1	1		1
Number of reporting units \| ReportingUnits			1
Reporting unit carrying value		$ 19,252,093	$ 19,252,093	$ 19,252,093	$ 8,593,627
Goodwill impaired accumulated impairment loss		0	0	0	0
One Identifiable Reporting Unit [Member]
Goodwill [Line Items]
Reporting unit fair value		$ 99,410,104	$ 99,410,104	$ 99,410,104	$ 19,574,000

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Business Combination and Asset Acquisition [Abstract]

Property, Plant and Equipment (Details) - Schedule of Property and Equipment, Net - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Computers and equipment		$ 30,866	$ 20,061
Less: accumulated depreciation		(19,063)	(9,475)
Property and equipment, net	$ 6,207	$ 11,803	$ 10,586

Deferred Revenue (Details) - USD ($)	9 Months Ended		12 Months Ended
Deferred Revenue (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Contract with Customer, Liability [Abstract]
Contract with customer liability revenue recognized	$ (915,931)	$ 919,764	$ (1,004,697)	$ (482,126)

Business Combinations & Asset Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Business Acquisitions


Total Consideration Paid
Closing cash price	$	3,400,000

Total purchase price	$	3,400,000

Schedule of Fair Value of Net Assets Acquired by Business Acquisitions

The table below sets forth the allocation of the fair value of the Demio net assets acquired and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition.


Assets
Cash and cash equivalents	$	233,352
Property, plant and equipment		6,265
Technology		1,169,000
Trade names and trademarks		546,000
Goodwill		2,171,526

Total assets		4,126,143
Liabilities
Accounts payable and other accrued expenses		180,117
Deferred revenue		136,568
Deferred tax liability		409,458

Total liabilities		726,143

Total net assets acquired		3,400,000
Cash Paid at Closing		3,400,000

Total purchase price	$	3,400,000

Schedule of Financial Information Indicative of the Results of Future Operations

The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2021, nor is the financial information indicative of the results of future operations.


	Revenue (unaudited)		Earnings/(Loss) (unaudited)
Actual from February 20, 2021 through December 31, 2021	$	3,468,000	$	(770,000	)
Fiscal 2021 supplemental pro forma from January 1, 2021 through December 31, 2021	$	6,106,442	$	(9,734,298	)

Stock-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

14. Stock-Based Compensation

The Company established the Banzai International, Inc. 2016 Equity Incentive Plan (“the Plan”) on April 26, 2016, to enable the Company to attract, incentivize and retain eligible individuals through the granting of awards in the Company. The maximum number of options that may be issued over the term of the Plan were initially set at 400,000 shares of common stock. On July 19, 2017, the Plan was amended to increase the maximum number of options that may be issued to 2,400,000 shares of common stock. Accordingly, the Company has reserved a sufficient number of shares to permit the exercise of options in accordance with the terms of the Plan. The term of each award under the Plan shall be no more than

ten

years from the date of grant thereof. The Company’s Board of Directors is responsible for the administration of the Plan and has the sole discretion to determine which grantees will be granted awards and the terms and conditions of the awards granted. As of September 30, 2023, 1,289,791 stock options remain available to be awarded under the Plan.

The Company accounts for stock-based payments pursuant to ASC 718 Stock Compensation and, accordingly, the Company records compensation expense for stock-based awards based upon an assessment of the grant date fair value for options using the Black-Scholes option pricing model. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics were selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent periods of the calculated expected term of its share-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury

zero-coupon

issues with remaining maturities similar to the expected term of the options. Expected dividend yield is

zero

based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

On June 26, 2020, the Board of Directors of Banzai approved the repricing of 973,000 outstanding stock options held by current employees to an exercise price of $0.76. No other changes to the original stock option grant terms were made.

The incremental compensation cost was measured as the fair value of the stock options immediately before and immediately after the modification. The Company determined the total incremental compensation cost from the modification to be $35,013, of which $25,127 related to fully vested options and was expensed as stock-based compensation expense, and $9,886 related to unvested options and will be recognized over the remaining service period.

The following table summarizes assumptions used to compute the fair value of options granted:


	September 30, 2023			December 31, 2022
Stock price	$	7.04		$	1.54
Exercise price	$	7.36		$	1.70
Expected volatility		80.00 - 99.03	%		53.61 - 55.30	%
Expected term (in years)		5.25 - 6.08			5.94 - 6.08
Risk-free interest rate		3.46 - 4.31	%		1.95 - 2.85	%

A summary of stock option activity under the Plan is as follows:


	Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at December 31, 2022		603,578		$	1.35		7.95	$	3,433,946
Granted		606,200			7.36
Exercised		(10,288	)		0.76				64,609
Expired		(19,531	)		1.71
Forfeited		(69,750	)		3.40

Outstanding at September 30, 2023		1,110,209		$	4.50		8.33	$	3,004,816

Exercisable at September 30, 2023		450,909		$	2.37		7.21	$	2,136,325

In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $

830,791

and $

630,737

, which is included in general and administrative expense for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average grant-date fair value per option granted during the nine months ended September 30, 2023 and 2022 was $

4.96

and $

0.60

, respectively. As of September 30, 2023 and December 31, 2022, $

2,190,563

and $

160,203

of unrecognized compensation expense related to

non-vested

awards is expected to be recognized over the weighted average period of

2.71

and

2.74

years, respectively. The aggregate intrinsic value is calculated as the difference between the fair value of the Company’s stock price and the exercise price of the options.

17. Stock-Based Compensation

shares of common stock. Accordingly, the Company has reserved a sufficient number of shares to permit the exercise of options in accordance with the terms of the Plan. The term of each award under the Plan shall be no more than ten years from the date of grant

thereof. The Company’s Board of Directors is responsible for the administration of the Plan and has the sole discretion to determine which grantees will be granted awards and the terms and conditions of the awards granted. As of December 31, 2022, 1,796,422 stock options remain available to be awarded under the Plan.

zero-coupon

issues with remaining maturities similar to the expected term of the options. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following table summarizes assumptions used to compute the fair value of options granted:


	Year Ended December 31,
	2022			2021
Stock price	$	1.54		$	1.11
Exercise price	$	1.70		$	0.76 - 1.73
Expected volatility		53.61 - 55.30	%		49.70 - 54.58	%
Expected term (in years)		5.94 - 6.08			5.44 - 6.08
Risk-free interest rate		1.95 - 2.85	%		0.60 - 1.34	%

A summary of stock option activity under the Plan is as follows:


	Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at January 1, 2021		934,079		$	0.73		8.99	$	356,328
Granted		500,500			1.51
Exercised		(168,748	)		0.76				59,062
Expired		(24,142	)		0.76
Forfeited		(459,974	)		0.85

Outstanding at December 31, 2021		781,715			1.15		7.20		369,102


Granted		382,500			1.70
Exercised		(13,891	)		0.76				10,835
Expired		(196,154	)		0.85
Forfeited		(350,592	)		1.59

Outstanding at December 31, 2022		603,578		$	1.35		7.95	$	3,433,946

Exercisable at December 31, 2022		301,199		$	1.00		7.00	$	1,818,865

In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $70,567 and $87,003, which is included in general and administrative expense for the years ended December 31, 2022 and 2021, respectively. The Company recorded stock-based compensation expense of $673,405 and $673,405 related to the restricted shares of Class A Common Stock issued in connection with the Demio acquisition for the years ended December 31, 2022 and 2021, respectively. The Company recorded stock-based compensation expense of $26,364 and $42,643 related to the restricted shares of Class A Common Stock issued in connection with the High Attendance asset acquisition for the years ended December 31, 2022 and 2021, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2022 and 2021 was $0.77 and $0.46, respectively. As of December 31, 2022 and 2021, $160,203 and $176,726 of unrecognized compensation expense related to

non-vested

awards is expected to be recognized over the weighted average period of 2.74 and 3.00 years, respectively. The aggregate intrinsic value is calculated as the difference between the fair value of the Company’s stock price and the exercise price of the options.

Deferred Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Contract with Customer, Liability [Abstract]

Deferred Revenue

9. Deferred Revenue

Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year,

non-cancelable

revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the condensed consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the nine months ended September 30, 2022, the Company recognized $919,764 in revenue that was included in the prior year deferred revenue balance.

The change in deferred revenue was as follows for the periods indicated:


	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Deferred revenue, beginning of period	$	930,436		$	1,060,040
Billings		3,401,102			5,040,665
Revenue recognized (prior year deferred revenue)		(915,931	)		(1,004,697	)
Revenue recognized (current year deferred revenue)		(2,524,599	)		(4,165,572	)

Deferred revenue, end of period	$	891,008		$	930,436

12. Deferred Revenue

Deferred revenue represents amounts that have been invoiced in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year,

non-cancelable

revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the Consolidated Statement of Operations, reflect amounts

t recognized through the deferred revenue process, and which have been determined to be insignificant.

The change in deferred revenue was as follows for the years indicated:


	December 31,
	2022			2021
Deferred revenue, beginning of period	$	1,060,040		$	604,134
Billings		5,040,665			5,127,696
Revenue recognized (prior year deferred revenue)		(1,004,697	)		(482,126	)
Revenue recognized (current year deferred revenue)		(4,165,572	)		(4,304,195	)
Deferred revenue balance acquired (Demio)		—			114,531

Deferred revenue, end of period	$	930,436		$	1,060,040

Commitments & Contingencies - Schedule of Supplemental Balance Sheet Information Related To Leases (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease right-of-use assets	$ 177,553	$ 307,258	$ 0
Operating lease liability, current	305,450	284,963	0
Operating lease liability, long-term	2,352	234,043	$ 0
Total operating lease liabilities	$ 307,802	$ 519,006
Operating leases (in years)	1 year 3 days	1 year 9 months 3 days
Operating leases	6.75%	6.74%

Fair Value Measurements (Details) - Schedule of Movement In Simple Agreement For Future Equity - Simple Agreement For Future Equity [Member] - USD ($)		9 Months Ended		12 Months Ended
	Jan. 01, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items]
Issuance of SAFEs					$ 3,836,000
Related Party [Member]
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items]
Fair Value, Opening Balance	$ 0	$ 8,636,861	$ 3,062,956	$ 3,062,956	0
Issuance of SAFEs	3,500,000				3,500,000
Change in fair value		1,927,007	(962,591)	4,001,825	(437,044)
Loss on modification				1,572,080
Fair Value, Ending Balance				8,636,861	3,062,956
Related Party [Member] \| 7GC Co Holdings INC [Member]
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items]
Fair Value, Opening Balance		8,636,861	3,062,956	3,062,956
Change in fair value		(1,927,007)		4,001,825
Loss on modification				1,572,080
Fair Value, Ending Balance		6,709,854		8,636,861	3,062,956
Third Party [Member]
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items]
Fair Value, Opening Balance	0	829,139	294,044	294,044	0
Issuance of SAFEs	$ 336,000				336,000
Change in fair value		184,993	(92,409)	384,175	(41,956)
Loss on modification				150,920
Fair Value, Ending Balance				829,139	294,044
Third Party [Member] \| 7GC Co Holdings INC [Member]
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items]
Fair Value, Opening Balance		829,139	$ 294,044	294,044
Change in fair value		(184,993)		384,175
Loss on modification				150,920
Fair Value, Ending Balance		$ 644,146		$ 829,139	$ 294,044

Debt - Summary of Term Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Face value of the CB BF term note	$ 6,500,000	$ 6,500,000	$ 6,500,000
Debt discount, net	(133,517)	(192,911)	(260,917)
Carrying value of the CB BF term note	6,366,483	6,307,089	6,239,083
Accrued interest	664,301	186,962	86,095
Total CB BF term note and accrued interest	$ 7,030,784	$ 6,494,051	$ 6,325,178

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Prepaid Expense and Other Assets, Current [Abstract]

Property, Plant and Equipment (Details) - USD ($)	9 Months Ended		12 Months Ended
Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 5,596	$ 7,054	$ 9,588	$ 6,916

Simple Agreements for Future Equity	9 Months Ended	12 Months Ended
Simple Agreements for Future Equity	Sep. 30, 2023	Dec. 31, 2022
Derivative Financial Instruments Indexed to, and Potentially Settled in, Entity's Own Stock [Abstract]
Simple Agreements for Future Equity	11. Simple Agreements for Future Equity Simple Agreements for Future Equity—Related Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco and DNX (See Note 10 for description of the related party relationship with these entities) (the “Related Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $3,500,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Related Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Related Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Related Party SAFE liability was $3,500,000. Subsequent changes in fair value at each reporting period are recognized in the condensed consolidated statement of operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a gain of $1,927,007 and a loss of $962,591, respectively, for the change in fair value of the Related Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Related Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $1,644,161. Simple Agreements for Future Equity—Third Party During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $336,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Third Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Third Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Third Party SAFE liability was $336,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a gain of $184,993 and a loss of $92,409, respectively, for the change in fair value of the Third Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the Third Party SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Third Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $157,839.	14. Simple Agreements for Future Equity Simple Agreements for Future Equity-Related Party During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco and DNX (See Note 13 for description of the related party relationship with these entities) (the “Related Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $3,500,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Related Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Related Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Related Party SAFE liability was $3,500,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the years ended December 31, 2022 and 2021, the Company recognized a loss of $4,001,825 and a gain of $437,044, respectively, for the change in fair value of the Related Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Related Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $1,572,080. Simple Agreements for Future Equity-Third Party During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $336,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Third Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Third Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Third Party SAFE liability was $336,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the years ended December 31, 2022 and 2021, the Company recognized a loss of $384,175 and a gain of $41,956, respectively, for the change in fair value of the Third Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the Third Party SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Third Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $150,920.

Unaudited Condensed Consolidated Statements Of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net (loss) income	$ (8,033,477)	$ (9,006,585)	$ (15,468,502)	$ (9,981,629)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	5,596	7,054	9,588	6,916
Provision for credit losses	3,879	217,916	92,619	231,699
Amortization of operating lease right-of-use assets	129,705	111,048	152,018
Impairment of operating lease right-of-use assets	0	303,327	303,327	0
Stock-based compensation expense	830,791	630,737	770,336	803,051
Loss on extinguishment of debt	0	56,653	56,653	(40,668)
Amortization expense				473,633
Impairment of intangible assets			0	1,634,242
Forgiveness of PPP loan				(480,971)
Changes in operating assets and liabilities:
Accrued expenses	(128,027)	374,646	384,641	54,278
Prepaid and other assets	120,459	385,444	404,086	(302,248)
Accounts receivable	(29,861)	(284,597)	(86,308)	(274,289)
Deferred contract acquisition costs, current	48,191	633	20,925	45,614
Other assets		56,591	52,591
Accounts payable	1,296,098	(168,451)	660,844	(256,912)
Deferred revenue	(39,428)	(118,022)	(129,604)	319,338
Operating lease liabilities	(211,204)	(176,664)	(243,596)
Earnout liability	(206,985)	(600,000)	(710,901)	1,000,000
Other liabilities			(37,837)	37,162
Net cash used in operating activities	(5,041,691)	(4,724,741)	(5,168,175)	(6,842,679)
Cash flows from investing activities:
Purchase of property and equipment		(9,430)	(10,806)	(1,694)
Disposal of property and equipment				8,757
Acquisition of Demio, net of cash acquired				(3,575,985)
Net cash provided by investing activities		(9,430)	(10,806)	(3,568,922)
Cash flows from financing activities:
Deferred offering costs	(766,409)	(247,777)	(1,524,934)
Proceeds from issuance of promissory notes—related party	1,150,000			6,189,411
Proceeds from issuance of common stock	13,362	5,016	5,016	128,127
Proceeds from PPP loan				480,971
Repayment of notes payable				(643,796)
Net cash used in financing activities	4,414,953	5,693,087	4,415,930	11,419,039
Net change in cash	(626,738)	958,916	(763,051)	1,007,438
Cash —beginning of period	1,023,499	1,786,550	1,786,550	779,112
Cash—end of period	396,761	2,745,466	1,023,499	1,786,550
Supplemental cash flow information:
Cash paid for interest	313,813	387,724	630,454	916,174
Cash paid for taxes	8,825	6,425
Cash paid (refund) for taxes			(4,875)	5,697
Supplemental disclosure of noncash investing and financing activities:
Debt issuance costs			25,896	382,263
Issuance of common stock for acquisition of Demio				121
Right-of-use assets obtained in exchange for lease obligations	0	762,603	762,603
7GC Co Holdings INC [Member]
Cash Flows from Operating Activities
Net (loss) income	(1,994,093)	10,521,650	9,438,181	11,627,209
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	377,000	(11,195,000)	(10,252,500)	(14,284,500)
Gain on investments held in Trust Account			(3,195,723)	(23,003)
Non redemption agreement	372,710	0
Gain on marketable securities (net), dividends and interest, held in Trust Account	(1,386,098)	(1,412,646)
Formation and operating expenses funded by note payable through Sponsor	0	33,194
Changes in operating assets and liabilities:
Prepaid expenses			259,443	291,217
Accounts payable	894,900	1,178,048	1,248,818	325,557
Due to related party			47,694	0
Accrued expenses	946,401	(220,064)	825,809	933,760
Franchise tax payable	69,950	(24,455)	(94,044)	117,058
Income tax payable	(547,946)	223,703	765,554	0
Prepaid and other assets	(61,366)	175,875
Net cash used in operating activities	(1,328,542)	(719,695)	(956,768)	(1,012,702)
Cash flows from investing activities:
Cash deposited in Trust Account for extension	(900,000)	0	(900,000)	0
Cash withdrawn from Trust Account for redemptions	180,900,000		180,858,526	0
Cash withdrawn from Trust Account to pay franchise and income taxes	411,200	400,969	1,131,969	0
Trust Account Withdrawal-redemption	18,443,646	0
Net cash provided by investing activities	17,954,846	400,969	181,090,495	0
Cash flows from financing activities:
Proceeds from note payable and advances from related party	1,200,000	0	1,100,000	0
Redemption of Class A common stock			(180,858,526)	0
Offering costs paid			(70,000)	0
Trust Account Withdrawal-redemption	(18,443,646)	0
Offering costs paid	0	(70,000)
Net cash used in financing activities	(17,243,646)	(70,000)	(179,828,526)	0
Net change in cash	(617,342)	(388,726)	305,201	(1,012,702)
Cash —beginning of period	1,016,853	711,652	711,652	1,724,354
Cash—end of period	399,511	322,926	1,016,853	711,652
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	345,382	69,894	52,040
Amortization of debt discount and issuance costs	1,268,703	281,963	476,098
Loss on modification of simple agreement for future equity	0	1,644,161	1,572,080	0
Change in fair value of simple agreement for future equity	(1,927,007)	962,591	4,001,825	(437,044)
Change in fair value of bifurcated embedded derivative liabilities	72,359	(43,332)	592,409	0
Cash flows from financing activities:
Proceeds from issuance of convertible notes, net of issuance costs	2,533,000	4,100,538	4,100,538
Proceeds From Simple Agreement for Future Equity				3,500,000
Supplemental disclosure of noncash investing and financing activities:
Convertible note issued in settlement of accrued interest			100,538
Bifurcated embedded derivative liabilities at issuance	1,062,776	151,000	1,262,026
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	914,944	297,990	857,425	304,288
Amortization of debt discount and issuance costs	646,684	34,682	245,082	61,817
Loss on modification of simple agreement for future equity	0	157,839	150,920	0
Change in fair value of simple agreement for future equity	(184,993)	92,409	384,175	(41,956)
Change in fair value of bifurcated embedded derivative liabilities	36,500	(12,668)	268,891	1,000
Cash flows from financing activities:
Proceeds from issuance of convertible notes, net of issuance costs	1,485,000	1,835,310	1,835,310	1,428,326
Proceeds From Simple Agreement for Future Equity				336,000
Supplemental disclosure of noncash investing and financing activities:
Convertible note issued in settlement of accrued interest			321,345
Bifurcated embedded derivative liabilities at issuance	$ 623,065	$ 1,834,000	$ 654,974	$ 3,000

Asset Disposal (Details) - Schedule of Purchase Price on Asset Acquisition	12 Months Ended
	Dec. 31, 2022 USD ($)
Asset Acquisition [Abstract]
Cash	$ 400,000
Transaction costs	49,000
Total purchase price	$ 449,000

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	19,544,521	19,544,521	19,544,521
Common stock, shares issued	8,167,894	8,157,606	8,276,972
Common stock, shares outstanding	8,167,894	8,157,606	8,276,972
7GC Co Holdings INC [Member]
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common Class A [Member]
Common stock, shares issued	1,847,894	1,837,606	1,956,972
Common Class A [Member] \| 7GC Co Holdings INC [Member]
Common stock, subject to possible redemption par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption, shares	3,329,638	5,076,777	23,000,000
Common stock, subject to possible redemption per share (in Dollars per share)		$ 10.23	$ 10
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	3,329,638	5,076,777
Common stock, shares outstanding	3,329,638	5,076,777
Temporary Equity, Shares Outstanding	3,329,638	5,076,777
Temporary Equity, Redemption Price Per Share	$ 10.65	$ 10.23
Common Class B [Member]
Common stock, shares issued	6,320,000	6,320,000	6,320,000
Common Class B [Member] \| 7GC Co Holdings INC [Member]
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	5,750,000	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000	5,750,000
Series A Preferred Stock [Member]
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,624,827	2,624,827	2,624,827
Preferred stock, shares issued	2,328,823	2,328,823	2,328,823
Preferred stock, shares outstanding	2,328,823	2,328,823	2,328,823

Prepaid Expenses and Other Current Assets

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Prepaid Expenses and Other Current Assets

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at the dates indicated:


	September 30, 2023		December 31, 2022
Prepaid expenses and other current assets:
Prepaid data license and subscription costs		6,250		3,124
Prepaid consulting costs		16,539		40,000
Prepaid advertising and marketing costs		—		32,178
Prepaid merchant fees		26,600		26,401
Prepaid insurance costs		25,173		15,430
Prepaid software costs		24,620		10,255
Other current assets		44,129		136,382

Total prepaid expenses and other current assets	$	143,311	$	263,770

9. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at the dates indicated:


	December 31,
	2022		2021
Prepaid expenses and other current assets:
Prepaid data license and subscription costs		3,124		23,344
Prepaid consulting costs		40,000		—
Prepaid advertising and marketing costs		32,178		—
Prepaid merchant fees		26,401		26,513
Prepaid insurance costs		15,430		8,992
Prepaid software costs		10,255		73,017
Prepaid interest		—		387,724
Prepaid employee benefit costs		—		19,056
Other current assets		136,382		129,210

Total prepaid expenses and other current assets	$	263,770	$	667,856

Income Taxes (Details) - Schedule of the company's net deferred tax asset - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Net operating loss carryforwards	$ 3,744,512	$ 2,950,020
Contribution carryforwards	20,837	16,222
Stock-based compensation	25,216	17,989
Accrual to cash adjustment	482,109	255,440
Intangible assets	0	97,979
Lease Liabilities	119,971	0
Right of use assets	(71,024)	0
Capitalized R&D costs (Sec. 174)	451,195	0
Other	696	820
Total deferred tax assets	4,773,512	3,338,470
Valuation allowance	(4,773,512)	(3,338,470)
Deferred tax asset, net of allowance	0	0
7GC Co Holdings INC [Member]
Start-up/Organization costs	2,068,988	530,288
Net operating loss carryforwards	49,118	49,118
Total deferred tax assets	2,118,106	579,406
Valuation allowance	(2,118,106)	(579,406)
Deferred tax asset, net of allowance	$ 0	$ 0

Debt (Details)				1 Months Ended	9 Months Ended		12 Months Ended
Debt (Details)	Sep. 30, 2023 USD ($)	Oct. 10, 2022 USD ($)	Feb. 19, 2021 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 13, 2023 USD ($)	Aug. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jul. 19, 2022 USD ($)	Mar. 21, 2022 USD ($) Time
Debt Instrument [Line Items]
Gain loss on extinguishment of debt					$ 0	$ 56,653	$ 56,653	$ (40,668)
Nonrelated Party [Member]
Debt Instrument [Line Items]
Interest expense					1,879,394	1,372,689	1,651,141	1,217,940
Old Alco Note [Member]
Debt Instrument [Line Items]
Debt instrument face value													$ 2,000,000
Debt instrument stated interest rate percentage													15.00%
Number of times by which the due date could be extended \| Time													2
Debt instrument unamortized debt issuance costs gross							151,000
Interest expense						124,621	124,620
Interest expense debt						100,274	100,273
Debt related commitement fees and debt issuance costs						$ 24,347	$ 24,347
Debt instrument effective interest rate percentage						20.00%	20.00%
Old Alco Note [Member] \| Redeemable Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Debt instrument conversion price as a percentage of share price													85.00%
New Subordinated Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face value												$ 2,101,744
Gain loss on extinguishment of debt						$ 56,653	$ 56,653
2022 Convertible Notes [Member]
Debt Instrument [Line Items]
Interest expense					711,050		209,156
Interest expense debt					142,717		48,702
Debt related commitement fees and debt issuance costs					568,333		$ 160,454
Debt instrument unamortized debt issuance costs incurred during the period					$ 578,825
2022 Convertible Notes [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument effective interest rate percentage	28.00%			28.00%	28.00%		42.00%
2022 Convertible Notes [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument effective interest rate percentage	110.00%			110.00%	110.00%		48.00%
2022 Convertible Notes [Member] \| Alco And DNX [Member]
Debt Instrument [Line Items]
Debt instrument face value						$ 4,100,538					$ 2,533,000
Debt instrument conversion price as a percentage of share price	80.00%			80.00%	80.00%	80.00%
Interest expense					$ 1,614,085		$ 604,329
Interest expense debt					345,382		152,578
Debt related commitement fees and debt issuance costs					1,268,703		451,751
Related party transaction rate	8.00%					8.00%
Numerator to be considered for calculating the conversion price per share	$ 50,000,000			$ 50,000,000	$ 50,000,000	$ 50,000,000
Factor to be considered for calculating the redemption price in case of liquidation	2			2	2	2
Debt instrument unamortized debt issuance costs incurred during the period					$ 1,107,016		$ 1,279,840
2022 Convertible Notes [Member] \| Alco And DNX [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument effective interest rate percentage	28.00%			28.00%	28.00%		42.00%
2022 Convertible Notes [Member] \| Alco And DNX [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument effective interest rate percentage	110.00%			110.00%	110.00%		48.00%
2022 Convertible Notes [Member] \| Alco And DNX [Member] \| Bifurcated Derivative Portion [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period							$ 1,262,026
2022 Convertible Notes [Member] \| Alco And DNX [Member] \| Debt Portion [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period							17,814
2022 Convertible Notes [Member] \| DNX [Member]
Debt Instrument [Line Items]
Percentage of shareholding minimum						5.00%					5.00%
Additional Subordinated Convertible Notes 2022 [Member] \| Nonrelated Party [Member]
Debt Instrument [Line Items]
Debt instrument face value	$ 1,485,000			$ 1,485,000	$ 1,485,000	$ 1,861,206
Debt instrument conversion price as a percentage of share price	80.00%			80.00%	80.00%	80.00%
Related party transaction rate	8.00%					8.00%
Numerator to be considered for calculating the conversion price per share	$ 50,000,000			$ 50,000,000	$ 50,000,000	$ 50,000,000
Factor to be considered for calculating the redemption price in case of liquidation	2			2	2	2
Debt instrument unamortized debt issuance costs incurred during the period							580,056
Additional Subordinated Convertible Notes 2022 [Member] \| Nonrelated Party [Member] \| Amendment One To The Debt Agreement [Member]
Debt Instrument [Line Items]
Long term debt date of maturity											Dec. 31, 2023
Additional Subordinated Convertible Notes 2022 [Member] \| Nonrelated Party [Member] \| Bifurcated Derivative Portion [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period							571,974
Additional Subordinated Convertible Notes 2022 [Member] \| Nonrelated Party [Member] \| Debt Portion [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period							8,082
August 2023 Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Debt instrument face value										$ 150,000
Percentage of shareholding minimum	5.00%			5.00%	5.00%
Related party transaction rate				8.00%
Other notes payable current	$ 150,000			$ 150,000	$ 150,000
Interest payable on other notes payable current	1,052			1,052	1,052
Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Debt instrument face value			$ 8,000,000
Long term debt date of maturity			Feb. 19, 2025
Other notes payable current	$ 6,500,000			$ 6,500,000	6,500,000		6,500,000	6,500,000
Debt instrument face value of additional loan			$ 7,000,000
Long term debt default interest rate percentage			20.00%
Long term debt exit fee percentage			1.00%
Loan Agreement With CPBF Lending LLC [Member] \| Derivative Liabilities [Member]
Debt Instrument [Line Items]
Fair value with unobservable inputs reconciliation recurring basis liability issues			$ 3,000					3,000
Debt instrument new issuances in exchange for previous debt instrument		$ 321,345
Loan Agreement With CPBF Lending LLC [Member] \| Medium-term Notes [Member]
Debt Instrument [Line Items]
Debt instrument face value			6,500,000
Debt instrument unamortized debt issuance costs gross			$ 310,589
Interest expense					849,377	$ 827,750	1,110,296	939,321
Interest expense debt					789,982	778,066	1,042,291	889,650
Debt related commitement fees and debt issuance costs					$ 59,395	$ 49,684	$ 68,006	$ 49,671
Debt instrument effective interest rate percentage	16.00%			16.00%	16.00%	16.00%	16.00%	16.00%
Additional loan percentage			81.25%
Long term debt fixed interest rate percentage			14.00%
Paid In Kind Interest Rate Percentage			1.50%
Long term debt exit fee percentage								310589.00%
Loan Agreement With CPBF Lending LLC [Member] \| Convertible Debt [Member]
Debt Instrument [Line Items]
Debt instrument face value			$ 1,500,000
Debt instrument unamortized debt issuance costs gross			$ 71,674
Interest expense					$ 309,564	$ 224,749	$ 319,743	$ 229,270
Interest expense debt					289,892	212,704	303,121	217,124
Debt related commitement fees and debt issuance costs					$ 19,672	$ 12,045	$ 16,622	$ 12,146
Debt instrument effective interest rate percentage	16.00%			16.00%	16.00%	16.00%	16.00%	16.00%
Additional loan percentage			18.75%
Paid In Kind Interest Rate Percentage			15.50%
Long term debt exit fee percentage								71674.00%
Debt issuance costs incurred during the period gross							$ 2,000
September 2023 Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Debt instrument face value									$ 1,500,000
Related party transaction rate					8.00%
Other notes payable current	$ 1,000,000			$ 1,000,000	$ 1,000,000
Interest payable on other notes payable current	$ 3,945			$ 3,945	$ 3,945

Stock-Based Compensation - Summary of Assumptions Used to Compute the Fair Value of Options Granted (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 7.04	$ 1.54	$ 1.11
Exercise price	$ 7.36	$ 1.7
Expected volatility, Minimum	80.00%	53.61%	49.70%
Expected volatility, Maximum	99.03%	55.30%	54.58%
Risk-free interest rate, Minimum	3.46%	1.95%	0.60%
Risk-free interest rate, Maximum	4.31%	2.85%	1.34%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price			$ 0.76
Expected term (in years)	5 years 3 months	5 years 11 months 8 days	5 years 5 months 8 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price			$ 1.73
Expected term (in years)	6 years 29 days	6 years 29 days	6 years 29 days

Asset Disposal

12 Months Ended

Dec. 31, 2022

Asset Acquisition [Abstract]

Asset Disposal

5. Asset Disposal

Acquisition of High Attendance Assets

On August 14, 2020, in connection with the terms and conditions of the Asset Purchase Agreement (the “Agreement”) by and among the Company and High Attendance, the Company acquired intellectual property and fixed assets of High Attendance in exchange for $449,000 cash and 133,257 restricted shares of Class A Common Stock of the Company (the “Purchase”). The Purchase was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in one asset class, Technology. The Purchase was initiated by the Company to acquire High Attendance’s Technology to be incorporated into products of the Company. There was $49,000 of transaction costs incurred by the Company relating to the Purchase.

The restrictions on the Class A Common Stock are subject to High Attendance meeting certain service requirements over a

two-year

period (“Restricted Stock”). The Restricted Stock is payable to the sole shareholder of High Attendance who became an employee of the Company. The Restricted Stock is treated as post-combination compensation expense in accordance with the applicable guidance for share-based payments.

The following table represents the purchase price:


Cash	$	400,000
Transaction costs		49,000

Total purchase price	$	449,000

The following table represents the net assets acquired:


Assets:
Technology	$	436,000
Trade names and trademarks		13,000

Net assets acquired	$	449,000

High Attendance’s assets were measured and recognized as an allocation of the purchase price based on their relative fair values as of the transaction date.

Disposal of High Attendance Assets

On July 1, 2022, the Company sold the assets and liabilities of High Attendance back to its former owner (the “Buyer”), from whom the assets were originally purchased during the year ended December 31, 2020 pursuant to an Asset Purchase Agreement. At the time of the sale, the Buyer was employed by and a shareholder of the Company. The sale was accounted for as a nonmonetary transaction as the Company determined the sale of the High Attendance asset group represents the rescission of the prior acquisition of these assets in the asset acquisition which occurred during the year ended December 31, 2020.

The assets and liabilities of High Attendance were exchanged for the cancellation of 133,257 shares of restricted Class A Common Stock of the Company, par value $0.0001 per share, held by the former owner of

High Attendance, and which were previously granted to the Buyer as consideration for the acquisition of High Attendance during the year ended December 31, 2020. As additional consideration for the Buyer’s assumption of liabilities relating to the purchased assets of High Attendance, the Company paid $17,500 to the Buyer at closing. The shares of restricted Class A Common Stock had vesting terms over

24 months

of continuous service from the date of the initial purchase during the year ended December 31, 2020.

In accordance with the provisions of ASC 845

Nonmonetary Transactions

, the Company recorded the cancellation of 133,257 shares of restricted Class A Common Stock as a reduction of additional paid in capital, and no gain or loss was recorded in this transaction.

The following summarizes the activity related to the High Attendance assets in 2022 and 2021:


	Carrying Value
Acquisition of High Attendance assets	$	449,000
Amortization of High Attendance assets		(56,125	)

High Attendance assets-December 31, 2020		392,875
Amortization of High Attendance assets		(149,666	)
Impairment of High Attendance assets		(243,209	)

High Attendance assets-December 31, 2021	$	—

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash	$ 396,761	$ 1,023,499	$ 1,786,550
Accounts receivable	98,277	176,276
Less: Allowance for credit losses	(3,879)	(107,860)	(262,489)
Accounts receivable, net	94,398	68,416	74,727
Deferred contract acquisition costs, current	21,546	69,737	90,662
Prepaid expenses and other current assets	143,311	263,770	667,856
Property and equipment, net	6,207	11,803	10,586
Goodwill	2,171,526	2,171,526	2,171,526
Operating lease right-of-use assets	177,553	307,258	0
Deferred offering costs	2,291,343	1,524,934	0
Total current assets	656,016	1,425,422	2,619,795
Other assets	38,381	38,381	90,972
Total Assets	5,341,026	5,479,324	4,892,879
Current liabilities:
Accounts payable	2,396,347	1,100,249	439,405
Accrued expenses	617,346	745,373	360,732
Franchise tax payable	306,910	230,617	113,526
Total current liabilities	36,567,056	29,284,339	10,843,950
Notes Payable		6,494,051	6,325,178
Earnout liability	82,114	289,099	1,000,000
Deferred revenue	891,008	930,436	1,060,040
Operating lease liabilities, current	305,450	284,963	0
Operating lease liabilities, non-current	2,352	234,043	0
Other long-term liabilities	75,000	75,000	112,837
Total liabilities	36,644,408	29,593,382	14,313,787
Commitments and Contingencies
Stockholders' Deficit:
Series A preferred stock	6,318,491	6,318,491	6,318,491
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,329,638 and 5,076,777 shares issued and outstanding (excluding 3,329,638 and 5,076,777 shares subject to possible redemption as of September 30, 2023 and December 31, 2022,) respectively	817	816	828
Additional paid-in capital	2,770,849	1,926,697	1,151,333
Accumulated deficit	(40,393,539)	(32,360,062)	(16,891,560)
Total stockholders' deficit	(37,621,873)	(30,432,549)	(15,739,399)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit	5,341,026	5,479,324	4,892,879
7GC Co Holdings INC [Member]
ASSETS
Cash	399,511	1,016,853	711,652
Prepaid expenses	85,540	4,750	264,193
Total current assets	485,051	1,021,603	975,845
Cash equivalents and marketable securities held in Trust Account	35,559,672	52,128,420	230,023,192
Total Assets	36,044,723	53,150,023	230,999,037
Current liabilities:
Accounts payable	2,486,256	1,591,356	342,538
Accrued expenses	2,705,970	1,759,569	1,003,760
Convertible loan from related party	2,300,000	1,100,000	0
Franchise tax payable	150,000	80,050	174,094
Income tax payable	217,608	765,554	0
Total current liabilities	8,111,388	5,344,223	1,520,392
Deferred underwriting commissions		8,050,000	8,050,000
Derivative warrant liabilities	1,696,500	1,319,500	11,572,000
Excise Tax Payable	184,436	0
Deferred underwriting fees payable	8,050,000	8,050,000
Notes Payable		900,000
Total liabilities	17,857,888	14,713,723	21,142,392
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 3,329,638 and 5,076,777 shares at $10.65 and $10.23 per share at September 30, 2023 and December 31, 2022, respectively	35,476,939	51,916,992	230,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0	0
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,329,638 and 5,076,777 shares issued and outstanding (excluding 3,329,638 and 5,076,777 shares subject to possible redemption as of September 30, 2023 and December 31, 2022,) respectively	0	0	0
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2023 and December 31, 2022	575	575	575
Additional paid-in capital	0	0	0
Accumulated deficit	(17,290,679)	(13,481,267)	(20,143,930)
Total stockholders' deficit	(17,290,104)	(13,480,692)	(20,143,355)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit	36,044,723	53,150,023	230,999,037
Nonrelated Party [Member]
Current liabilities:
Simple agreement for future equity, current	644,146	829,139	0
Convertible loan from related party	3,106,816	1,490,307	0
Bifurcated embedded derivative liabilities	1,552,781	893,216	4,000
Notes Payable	7,030,784	6,494,051
Simple agreement for future equity, non-current		0	294,044
Related Party [Member]
Current liabilities:
Simple agreement for future equity, current	6,709,854	8,636,861	0
Convertible loan from related party	6,465,097	3,425,027	0
Bifurcated embedded derivative liabilities	3,024,219	1,889,084	0
Notes Payable	1,154,997	0
Simple agreement for future equity, non-current		0	3,062,956
Related Party [Member] \| 7GC Co Holdings INC [Member]
Current liabilities:
Due to related party	67,118	47,694	0
Notes Payable	1,800,000	1,800,000
CP BF Lending, LLC [Member]
Current liabilities:
Convertible loan from related party	$ 2,586,097	$ 2,276,534	$ 1,654,595

Asset Disposal (Details) - Summary of Activities Related to Asset Purchased and Disposal During the Period - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Asset Acquisition [Abstract]
Acquisition of High Attendance assets	$ 149,666	$ 449,000
Amortization of High Attendance assets		56,125
Impairment of High Attendance assets	(243,209)
High Attendance assets	$ 0	$ 392,875

Description of Organization and Business Operations - Proposed Business Combination (Details) - USD ($)		9 Months Ended	12 Months Ended
	Dec. 08, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 29, 2021
Description of Organization and Business Operations (Details) [Line Items]
Cash		$ 396,761	$ 1,023,499	$ 1,786,550
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Pro forma enterprise value			$ 3,400,000
Payments to acquire businesses, gross			3,400,000
Seven GC Co Holdings INC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash		$ 399,511	1,016,853	$ 711,652
Common stock voting rights	ten votes	ten votes
Net tangible assets		$ 5,000,001	$ 5,000,001
Common stock par value (in Dollars per share)	$ 0.0001
Seven GC Co Holdings INC [Member] \| Banzai International Inc [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash	$ 5,000,000
Common stock voting rights	one vote	one vote
Net tangible assets	$ 5,000,001
Minimum Amount Net Cash Condition For Business Combination	5,000,000
Pro forma enterprise value reduction	100
Pro forma enterprise value	380,000,000
Payments to acquire businesses, gross	293,000,000
Seven GC Co Holdings INC [Member] \| Banzai International Inc [Member] \| GEM Global Yield LLC SCS and GEM Yield Bahamas Limited [Member]
Description of Organization and Business Operations (Details) [Line Items]
Equity Commitment by Investor	100,000,000
Seven GC Co Holdings INC [Member] \| Banzai International Inc [Member] \| Previously Reported [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash	100,000,000
Pro forma enterprise value reduction	7,672,000
Seven GC Co Holdings INC [Member] \| Banzai International Inc [Member] \| Maximum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Pro forma enterprise value reduction	100,000,000
Seven GC Co Holdings INC [Member] \| Banzai International Inc [Member] \| Minimum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Pro forma enterprise value reduction	$ 293,000,000
Seven GC Co Holdings INC [Member] \| Seven GC New Class B Shares [Member] \| Banzai International Inc [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001
Seven GC Co Holdings INC [Member] \| Seven GC New Class A Shares [Member] \| Banzai International Inc [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001
Pro forma enterprise value addition	$ 10,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Changes In Allowance For Credit Losses (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Opening Balance	$ 107,860
Change in provision for credit losses	(103,981)
Closing Balance	$ 3,879

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - 7GC Co Holdings INC [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Derivative warrant liabilities - Public	$ 0	$ 805,000	$ 7,015,000
Derivative warrant liabilities - Private Placement	0	0	0
Assets:
Investments held in Trust Account			230,023,192
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Derivative warrant liabilities - Public	1,035,000	0	0
Derivative warrant liabilities - Private Placement	661,500	514,500	0
Assets:
Investments held in Trust Account			0
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Derivative warrant liabilities - Public	0	0	0
Derivative warrant liabilities - Private Placement	$ 0	$ 0	4,557,000
Assets:
Investments held in Trust Account			$ 0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of the income tax (benefit) provision consist

The components of income tax provision (benefit) are as follows:


	As of December 31,
	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		(360,150	)
State and Local:
Current		—		—
Deferred		—		(49,308	)

Total	$	—	$	(409,458	)

Schedule of the company's net deferred tax asset


	As of December 31,
	2022			2021
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	3,744,512		$	2,950,020
Contribution carryforwards		20,837			16,222
Stock-based compensation		25,216			17,989
Accrual to cash adjustment		482,109			255,440
Intangible assets		—			97,979
Lease Liabilities		119,971			—
Right of use assets		(71,024	)		—
Capitalized R&D costs (Sec. 174)		451,195			—
Other		696			820

		4,773,512			3,338,470
Valuation allowance		(4,773,512	)		(3,338,470	)

Deferred tax assets, net of allowance	$	—		$	—

Schedule of federal income tax rate (benefit) to the company's effective tax rate

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following:


	For the Years Ended December 31,
	2022					2021
Statutory federal income tax benefit	$	(3,248,385	)	21	%	$	(2,182,128	)	21	%
Permanent items		2,117,591		(14	)%		258,449		(2	)%
State taxes, net of federal tax benefit		(327,095	)	2	%		(317,955	)	3	%
Change in valuation allowance		1,435,042		(9	)%		1,817,277		(17	)%
Change in state tax rate		13,055		—	%		18,481		—	%
Other		9,792		—	%		(3,582	)	—	%

Effective tax rate	$	—		—	%	$	(409,458	)	4	%

Schedule of the income tax (benefit) provision consist


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Current
Federal	$	558,171		$	—
State		207,383			—
Deferred
Federal		(980,668	)		(558,031	)
State		—			—
Valuation allowance		980,668			558,031

Income tax provision	$	765,554		$	—

Schedule of the company's net deferred tax asset


	December 31,
	2022			2021
Deferred tax assets:
Start-up/Organization costs	$	2,068,988		$	530,288
Net operating loss carryforwards		49,118			49,118

Total deferred tax assets		2,118,106			579,406
Valuation allowance		(2,118,106	)		(579,406	)

Deferred tax asset, net of allowance	$	—		$	—

Schedule of federal income tax rate (benefit) to the company's effective tax rate


	For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Statutory federal income tax rate		21.0	%		21.0	%
State taxes		7.0	%		0.0	%
Change in fair value of derivative warrant liabilities		-28.1	%		-25.8	%
Change in rate on deferred tax asset		-1.8	%		0.0	%
Change in valuation allowance		9.5	%		4.8	%

Effective tax rate		7.6	%		0.0	%

Derivative Warrant Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Derivative Warrant Liabilities [Line Items]

Derivative Warrant Liabilities

Note

6-Derivative

Warrant Liabilities

As of September 30, 2023 and December 31, 2022, the Company had

11,500,000

Public Warrants and

7,350,000

Private Placement Warrants

outstanding.

The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial

Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the marketable securities held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the marketable securities held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the

Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption (the

“30-day

redemption period”); and

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the

30-day

redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note

6-Derivative

Warrant Liabilities

As of December 31, 2022 and 2021, the Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption (the

“30-day

redemption period”); and

•

30-trading

day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

30-day

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be

non-redeemable

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]

Basis of Presentation and Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

de-consolidated

the

Company.

In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and

non-recurring

Use of Estimates

Certain Risks and Uncertainties

Cash

The Company has no significant

off-balance-sheet

Accounts Receivable and Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the nine months ended September 30, 2023:


Balance—January 1, 2023	$	107,860
Change in provision for credit losses		(103,981	)

Balance—September 30, 2023	$	3,879

Property and Equipment

Goodwill

Deferred Offering Costs

In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see Note 1) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger.

Capitalized deferred offering costs consisted of the following, as of September 30, 2023 and December 31, 2022:


	September 30, 2023		December 31, 2022
SPAC-related legal fees	$	2,031,323	$	1,264,914
Investment bank advisory services		135,000		135,000
Federal Trade Commission filing fees		125,020		125,020

Total deferred offering costs capitalized	$	2,291,343	$	1,524,934

Simple Agreements for Future Equity—SAFE

Concentration of Business and Credit Risk

off-balance

sheet risk of loss.

At September 30, 2023 and December 31, 2022, one supplier accounted for 10% or more of accounts payable.

Loss Per Share

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	As of September 30,
	2023			2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(8,033,477	)	$	(9,006,585	)
Denominator:
Weighted average shares—basic and diluted		8,164,050			8,038,527
Net loss per share attributable to common stock—basic and diluted	$	(0.98	)	$	(1.12	)

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:


	As of September 30,
	2023		2022
Options		1,110,209		860,174
Convertible preferred stock		2,328,823		2,328,823

Total		3,439,032		3,188,997

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as

right-of-use

(“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities,

non-current

The Company has lease agreements which contain both lease and

non-lease

Revenue Recognition

Costs of revenue

Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs.

Advertising costs

Stock-Based Compensation

The Company expenses stock-based compensation to employees and

non-employees

Income Taxes

Derivative Financial Instruments

Fair Value of Financial Instruments

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Business Combinations

Recent Accounting Pronouncements

Accounting pronouncements recently adopted

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments: Credit Losses (Topic 326)

(“ASU 2016-13”),

2016-13

on January 1, 2023. The adoption of this standard did not have a material impact on these condensed consolidated financial statements.

3. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

de-consolidated

In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and

non-recurring

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, estimates of impairment of long-lived assets, estimates of an accounts receivable allowance for doubtful accounts, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations.

Certain Risks and Uncertainties

mpliance with regulatory requirements.

Cash

The Company has no significant

off-balance-sheet

Accounts Receivable and Allowance for Credit Losses

written-off,

of $12,467 and $205,350, respectively.

Property and Equipment

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2022, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment.

The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required.

Intangible Assets

tangibl

Impairment of Long-Lived Assets

Deferred Offering Costs

In 2022, the Company capitalized fees related to the Merger Agreement (see Note 18) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger.

Capitalized deferred offering costs consisted of the following, as of December 31, 2022:


	December 31, 2022
SPAC Specific legal fees	$	1,264,914
Investment bank Advisory Services		135,000
Federal Trade Commission filing fees		125,020

Total deferred offering costs capitalized	$	1,524,934

There were

deferred offering costs recognized as of December 31, 2021.

Simple Agreements for Future Equity-SAFE

The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480

Distinguishing Liabilities From Equity

. The SAFEs are

sub

ject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying Consolidated Statement of Operations.

Concentration of Business and Credit Risk

off-balance

sheet risk of loss.

At December 31, 2022, three customers accounted for

At December 31, 2022 and 2021, respectively, one and two suppliers accounted for 10% or more of accounts payable.

Loss Per Share

Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the years. Diluted net loss per share excludes, when applicable, the potential impact of stock options, restricted stock units, and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the years presented, basic and diluted net loss per common share are the same.

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	As of December 31,
	2022			2021
Numerator:
Net loss attributable to common stock-basic and diluted	$	(15,468,502	)	$	(9,981,629	)
Denominator:
Weighted average shares-basic and diluted		8,150,270			7,557,173
Net loss per share attributable to common stock-basic and diluted	$	(1.90	)	$	(1.32	)

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:


	As of December 31,
	2022		2021
Restricted stock		—		739,932
Options		603,578		781,715
Convertible preferred stock		2,328,823		2,328,823

Total		2,932,401		3,850,470

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as

right-of-use

(“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities,

non-current

The Company has lease agreements which contain both lease and

non-lease

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) issued new guidance that created ASC 606,

Revenue from Contracts with Customers

340-40,

Other Assets and Deferred Costs-Contracts with Customers

Costs of revenue

Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs.

Advertising costs

Stock-Based Compensation

The Company expenses stock-based compensation to employees and

non-employees

over the requisite service period based on the estimated grant-date fair value of the awards in accordance with ASC 718,

Stock Compensation

Income Taxes

Income taxes are recorded in accordance with ASC 740,

Income Taxes

Derivative Financial Instruments

Fair Value of Financial Instruments

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Business Combinations

are recorded at their estimated fair values, the excess of the purchase

consideration

over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred.

Recent Accounting Pronouncements

Accounting pronouncements recently adopted

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”)

2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

effective January 1, 2021. The adoption of ASU

2020-06

did not have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU

2016-02,

Leases

(ASC 842) (“ASU

2016-02”),

2016-02

non-lease

On June 20, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

2018-07,

Improvements to Nonemployee Share-Based Payment Accounting (“ASU

2018-07”),

which simplifies the accounting for share-based payments granted to nonemployees for goods and services. ASU

2018-07

supersedes ASC

505-50

Equity

by expanding the scope of Topic 718 to include

non-employee

awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards. The Company adopted ASU

2018-07

as of January 1, 2020. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments: Credit Losses (Topic 326) (“ASU

2016-13”),

new-forward

looking approach, based on expected losses. The estimate of expected

2016-13

on January 1, 2023. Management is currently evaluating the impact of these changes on its financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]

Basis of Presentation and Summary of Significant Accounting Policies

Note

2-Basis

of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

10-K

filed by the Company with the SEC on March 31, 2023.

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial

becomes available and accordingly the actual results could differ significantly from those estimates. Actual results could differ from those estimates.

Concentration of Credit Risk

The Trust Account as of September 30, 2023 and December 31, 2022 was held in an interest-bearing demand deposit account.

Cash and Cash Equivalents

Marketable Securities Held in the Trust Account

Fair Value of Financial Instruments

or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Offering Costs

non-operating

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

re-assessed

at the end of each reporting period.

re-measurement

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or

require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company

3,329,638

and

5,076,777

sheets.

Under ASC

480-10-S99,

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (loss) Per Share of Common Stock

The calculation of

diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of

18,850,000

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the three months ended September 30, 2023						For the three months ended September 30, 2022				For the nine months ended September 30, 2023						For the nine months ended September 30, 2022
	Class A			Class B			Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per common share
Numerator: Net income (loss)
Allocation of net (loss) income, as adjusted	$	(166,056	)	$	(286,764	)	$	800,767	$	200,192	$	(870,633	)	$	(1,123,460	)	$	8,417,320	$	2,104,330
Denominator: Weighted Average Shares
Basic and diluted weighted average shares outstanding		3,329,638			5,750,000			23,000,000		5,750,000		4,455,999			5,750,000			23,000,000		5,780,000
Basic and diluted net (loss) income (loss) per common share	$	(0.05	)	$	(0.05	)	$	0.03	$	0.03	$	(0.20	)	$	(0.20	)	$	0.37	$	0.37

Recent Accounting Pronouncements

Note

2-Basis

of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

Concentration of Credit Risk

Financial

Cash and Cash Equivalents

Cash and Investments Held in the Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Offering Costs

non-operating

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

re-assessed

at the end of each reporting period.

re-measurement

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

Under ASC

480-10-S99,

paid-in

capital (to the extent available) and accumulated deficit. Subsequent changes result from

redemptions and the

Extension

payments

Net Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	7,544,075	$	1,894,106	$	9,301,767	$	2,325,442
Denominator:
Basic and diluted weighted average common shares outstanding		22,901,791		5,750,000		23,000,000		5,750,000

Basic and diluted net income per common share	$	0.33	$	0.33	$	0.40	$	0.40

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, deferred taxes were offset by their full valuation allowances.

Recent Accounting Standards

Fair Value Measurements (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Simple Agreement For Future Equity [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Multiple of cash out amount for calculating the amount to be settled by way of cash						2
Fiar value measurement with unobservable input reconciliation recurring basis liability issues						$ 3,836,000
Discount percentage of shares for conversion of derivative instruments into equity						15.00%
7GC Co Holdings INC [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Benefit/(charge) resulting from a decrease/(increase) in fair value of erivative warrant liabilities	$ 0	$ (1,319,500)	$ 377,000	$ (11,195,000)	$ (10,252,500)	$ (14,284,500)
Fair Value, Recurring [Member] \| 7GC Co Holdings INC [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	0		0		0
Public Warrants [Member] \| 7GC Co Holdings INC [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Benefit/(charge) resulting from a decrease/(increase) in fair value of erivative warrant liabilities	$ 0		$ (400,000)		$ 10,300,000	$ 14,300,000

Accrued and Other Current Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

8. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following at the dates indicated:


	September 30, 2023		December 31, 2022
Accrued and other current liabilities:
Sales tax payable		306,910		230,617
Deposits		54,102		—
Accrued streaming service costs		33,286		—
Accrued legal costs		27,456		31,355
Accrued subscription costs		24,180		28,774
Accrued accounting and professional services costs		49,000		94,573
Accrued payroll and benefit costs		55,703		95,947
Accrued offering costs		—		261,090
Other current liabilities		66,709		3,017

Total accrued and other current liabilities	$	617,346	$	745,373

11. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following at the dates indicated:


	December 31,
	2022		2021
Accrued and other current liabilities:
Accrued offering costs	$	261,090	$	—
Sales Tax Payable		230,617		113,526
Accrued payroll and benefit costs		95,947		106,257
Accrued accounting and professional services costs		94,573		30,000
Accrued legal costs		31,355		—
Accrued subscription costs		28,774		35,139
Accrued advertising and marketing costs		—		37,500
Accrued streaming service costs		—		33,310
Other current liabilities		3,017		5,000

Total accrued and other current liabilities	$	745,373	$	360,732

Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of restricted shares of common stock

A summary of the status of the Company’s grants of restricted shares of common stock is presented below:


	Number of Non- vested Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2021		133,257		$	0.64
Granted		1,213,346			1.11
Vested		(606,671	)		1.11

Outstanding at December 31, 2021		739,932			1.03
Vested		(606,675	)		1.11
Cancelled/ Forfeited		(133,257	)		0.64

Non-vested shares at December 31, 2022		—		$	—

Description of Organization and Business Operations - Sponsor and Financing (Details) - Seven GC Co Holdings INC [Member] - USD ($) $ / shares in Units, $ in Millions		9 Months Ended	12 Months Ended
	Dec. 28, 2020	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	23,000,000
Generating gross proceeds	$ 230.0
Offering costs	$ 13.2
Per unit price (in Dollars per share)	$ 10
Deferred underwriting commissions	$ 8.1
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	3,000,000
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)		7,350,000	7,350,000
Generating gross proceeds		$ 7.4	$ 7.4
Per unit price (in Dollars per share)			$ 1	$ 1

Revenue (Details) - USD ($)	9 Months Ended
Revenue (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Capitalized contract costs net	$ 21,546		$ 69,737	$ 90,662	$ 136,276
Capitalized Contract Costs Commission [Member]
Disaggregation of Revenue [Line Items]
Capitalized contracts costs incurred during the period	283,210	$ 311,149
Capitalized contract costs net	$ 21,546		$ 69,737
Demio [Member]
Disaggregation of Revenue [Line Items]
Percentage of certainity of collection of revenue	100.00%	100.00%
Reach [Member]
Disaggregation of Revenue [Line Items]
Percentage of certainity of collection of revenue	100.00%	100.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items]

Simple Agreements for Future Equity (Details) - USD ($)			9 Months Ended		12 Months Ended
Simple Agreements for Future Equity (Details) - USD ($)	Sep. 02, 2022	Jan. 01, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Simple Agreement For Future Equity [Member]
Option Indexed to Issuer's Equity [Line Items]
Discount percentage of shares for conversion of derivative instruments into equity						15.00%
Fair value measurement with unobservable inputs reconciiation issues during the period						$ 3,836,000
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion	$ 50,000,000
Gain loss on modification of derivative instruments linked to entities own equity	150,920
Related Party [Member]
Option Indexed to Issuer's Equity [Line Items]
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion	50,000,000
Gain loss on modification of derivative instruments linked to entities own equity	1,572,080
Related Party [Member] \| Simple Agreement For Future Equity [Member]
Option Indexed to Issuer's Equity [Line Items]
Proceeds from derivative instruments						$ 3,500,000
Discount percentage of shares for conversion of derivative instruments into equity						15.00%
Fair value measurement with unobservable inputs reconciiation issues during the period		$ 3,500,000				$ 3,500,000
Fair value measurement with unobservable inputs reconciliation recurring basis liability gain loss included in earnings			$ 1,927,007	$ (962,591)	$ 4,001,825	(437,044)
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion	50,000,000
Gain loss on modification of derivative instruments linked to entities own equity	(1,644,161)
Nonrelated Party [Member] \| Simple Agreement For Future Equity [Member]
Option Indexed to Issuer's Equity [Line Items]
Proceeds from derivative instruments						$ 336,000
Discount percentage of shares for conversion of derivative instruments into equity					15.00%	15.00%
Fair value measurement with unobservable inputs reconciiation issues during the period		$ 336,000				$ 336,000
Fair value measurement with unobservable inputs reconciliation recurring basis liability gain loss included in earnings			$ 184,993	$ (92,409)	$ 384,175	$ (41,956)
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion	50,000,000
Gain loss on modification of derivative instruments linked to entities own equity	$ (157,839)

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
Description of Organization and Business Operations	Sep. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Line Items]
Description of Organization and Business Operations	1. Organization The Business Banzai International, Inc. (the “Company” or “Banzai”) was incorporated in Delaware on September 30, 2015. Banzai is a leading enterprise SaaS Video Engagement platform used by thousands of marketers to power webinars, trainings, virtual events, and on-demand video content. On February 19, 2021, the Company completed its business acquisition of 100% of the equity interests of Demio, Inc. (“Demio”), pursuant to the Agreement and Plan of Merger, dated January 29, 2021, whereby Demio became a wholly owned subsidiary of the Company. Termination of Hyros Acquisition and Amended Merger Agreement with 7GC In December 2022, the Company entered into an Agreement and Plan of Merger with Hyros, Inc., (“Hyros”) (the “Hyros Purchase Agreement”) whereby Banzai would acquire 100% of the issued share capital of Hyros for approximately $110 million in a primarily stock transaction. The acquisition was expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market, to significantly enhance the Banzai platform and accelerate its long-term revenue growth and operational efficiency. Concurrently, in December 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with 7GC & Co. Holdings Inc. (“7GC”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, pending the close of the Hyros Purchase Agreement. On July 31, 2023, Banzai sent a notice of termination to Hyros. On August 1, 2023, Banzai and Hyros terminated the Hyros Purchase Agreement and the Hyros Side Letter (the “Hyros Transaction Termination”), with immediate effect, in connection with the inability to procure the Hyros audited financial statements on the timeline contemplated by the Hyros Purchase Agreement. On August 4, 2023, the Company entered into an Amendment to the Agreement and Plan of Merger and Reorganization (the “Amended Merger Agreement” and together with the Original Merger Agreement, the “Merger Agreement”) with 7GC (the “Merger”). As a result of the Merger Agreement, all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock, par value $0.0001 per share, 7GC Common Stock determined based on a pre-money enterprise valuation of Banzai of $100 million and a $10.00 price per share of 7GC Common Stock. GEM Financing Arrangement In May 2022, the Company entered into a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) (the “GEM Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM is to purchase from the Company (or its successor following a Reverse Merger Transaction (as defined in the GEM Agreement)) up to the number of duly authorized, validly issued, fully paid and non-assessable shares of common stock having an aggregate value of $100,000,000 (the “GEM Financing”). Further, in terms of the GEM Agreement, on the Public Listing Date, the Company shall make and execute a warrant (the “GEM Warrant”) granting GEM the right to purchase up to the number of Common Shares of the Company, that is equal to 3% of the total equity interests, calculated on a fully diluted basis, and at an exercise price per share equal to the lesser of (i) the public offering price or closing bid price on the Public Listing Date or (ii) the quotient obtained by dividing $650 million by the total number of equity interests. The GEM Warrant has an expiration date that is the third anniversary of the Public Listing Date. Per the terms of the GEM Agreement, the GEM Agreement shall terminate automatically on the earliest of (i) thirty-six consecutive months from the Public Listing Date; (ii) thirty-six months from the Effective Date (May 27, 2022), and (iii) the date the purchaser shall have purchased the Aggregate Limit. The GEM Agreement may be terminated immediately at any time by mutual written consent of the Parties. The Company shall tender to GEM, as a commitment fee, an amount equal to 2% of the Aggregate Limit ($100 million) upon each Draw Down and may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. Emerging Growth Company Upon closure of the Merger, the Company will become an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard. Therefore, the Company’s financial statements may not be comparable to certain public companies.	1. Organization The Business Banzai International, Inc. (the “Company” or “Banzai”) was incorporated in Delaware on September 30, 2015. Banzai is a leading enterprise SaaS Video Engagement platform used by thousands of marketers to power webinars, trainings, virtual events, and on-demand video content. On February 19, 2021, the Company completed its business acquisition of 100% of the equity interests of Demio, Inc. (“Demio”), pursuant to the Agreement and Plan of Merger, dated January 29, 2021, whereby Demio became a wholly owned subsidiary of the Company. Refer to Note 4 for additional information on the business combination. Acquisition of Hyros, Inc. (terminated) and Merger Agreement with 7GC In December 2022, the Company entered into a plan of merger agreement with Hyros, Inc., whereby immediately prior to the closing of the proposed merger transaction between Banzai and 7GC & Co. Holdings Inc. (See Note 18 for further detail), Banzai will acquire 100% of the issued share capital of Hyros for approximately $110 million (subject to customary and negotiated adjustments) in a primarily stock transaction. The acquisition is expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market, to significantly enhance the Banzai platform and accelerate its long-term revenue growth and operational efficiency. As of December 31, 2022, the merger agreement had not yet closed. On August 1, 2023, the Company terminated their merger agreement with Hyros Inc., and entered into an amended agreement with 7GC& Co.. The reason for the termination with Hyros Inc., as well as the terms of the amended agreement with 7GC&Co., have been included in Note 18. GEM Financing Arrangement In May 2022, the Company entered into a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) (the “GEM Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM is to purchase from the Company (or its successor following a Reverse Merger Transaction (as defined in the GEM Agreement)) up to the number of duly authorized, validly issued, fully paid and non-assessable shares of common stock having an aggregate value of $100,000,000 (the “GEM Financing”). Further, in terms of the GEM Agreement, on the Public Listing Date, the Company shall make and execute a warrant (the “GEM Warrant”) granting GEM the right to purchase up to the number of Common Shares of the Company, that is equal to 3% of the total equity interests, calculated on a fully diluted basis, and at an exercise price per share equal to the lesser of (i) the public offering price or closing bid price on the Public Listing Date or (ii) the quotient obtained by dividing $650 million by the total number of equity interests. The GEM Warrant has an expiration date that is the third anniversary of the Public Listing Date. Per the terms of the GEM Agreement, the GEM Agreement shall terminate automatically on the earliest of (i) thirty-six consecutive months from the Public Listing Date; (ii) thirty-six months from the Effective Date (May 27, 2022), and (iii) the date the Purchaser shall have purchased the Aggregate Limit. The GEM Agreement may be terminated immediately at any time by mutual written consent of the Parties. The Company shall tender to GEM, as a commitment fee, an amount equal to 2% of the Aggregate Limit ($100M) upon each Draw Down and may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. Emerging Growth Company The Company will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard. Therefore, the Company’s financial statements may not be comparable to certain public companies.
7GC Co Holdings INC [Member]
Description of Organization and Business Operations [Line Items]
Description of Organization and Business Operations	Note 1-Description of Organization and Business Operations Organization and General 7GC & Co. Holdings Inc. (the “Company”) was incorporated as a Delaware corporation on September 18, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company has not commenced any operations. All activity for the period from September 18, 2020 (inception) through September 30, 2023, has been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on marketable securities held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value of derivative warrant liabilities in its unaudited condensed consolidated statements of operations. Sponsor and Financing The Company’s sponsor is 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the marketable securities in the Trust Account to the Company’s stockholders, as described below. With respect to the regulation of SPACs like our company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in December 2022 management instructed Continental, the trustee of the trust account, to liquidate the marketable securities held in the trust account and instead to hold the marketable securities in the trust account in an interest-bearing demand deposit account until the earlier of consummation of our initial business combination or liquidation. This may reduce the amount of interest earned by the marketable securities in the trust account. As of September 30, 2023 and December 31, 2022, the marketable securities in the trust account are held solely in an interest-bearing demand deposit account. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Stock Market rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more of the Public Shares without the Company’s prior written consent. T he Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the marketable securities held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by December 28, 2023, or such earlier date as determined by the Company’s board of directors (the “Board” and such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the marketable securities held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the marketable securities held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of marketable securities in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient marketable securities to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On December 8, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with Banzai International Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between 7GC and Banzai (the “Amendment” and together with the Original Merger Agreement, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Banzai Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai (the “First Merger”), with Banzai surviving as an indirect wholly owned subsidiary of the Company (the “Surviving Corporation”), and, (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of 7GC. At the closing of the Transactions (the “Closing”), 7GC will change its name to Banzai International, Inc., and its common stock is expected to be listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Amendment, the Company and Banzai agreed to amend the terms and conditions of the Merger Agreement to provide (among other changes) that: (i) the closing of the Transactions is no longer conditioned upon the consummation of Banzai’s acquisition of Hyros Inc.; (ii) the value of the total consideration payable to Banzai stockholders is reduced from $293.0 million to $100.0 million, with no post-closing “earn-out” or other future contingent consideration; and (iii) the “Termination Date” upon which either party may terminate the Merger Agreement for any reason (subject to certain conditions set forth in the Merger Agreement) if the closing of the Transactions has not yet occurred is extended from September 8, 2023 to December 28, 2023. The aggregate consideration payable to Banzai security holders at the closing of the Transactions (the “Closing”) is $100.0 million, consisting of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (the “7GC New Class A Shares”), which will have one vote per share, and newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “7GC New Class B Shares”), which will have ten votes per share, in each case, as such classes of common stock exist as of immediately following the First Effective Time, and cash in lieu of any fractional 7GC New Class A Shares or 7GC New Class B Shares that would otherwise be owed to any Pre-Closing Holder. The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the 7GC Stockholder Matters (as defined in the Merger Agreement) by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) the Registration Statement/Proxy Statement (as defined in the Merger Agreement) having become effective, (v) the 7GC New Class A Shares to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) the Company having at least $ 5,000,001 of net tangible assets remaining after redemptions by the Company’s stockholders, and (vii) customary bring-down conditions. Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among others, the satisfaction of a $ 5.0 million minimum net cash condition, being defined as an amount equal to the sum of (i) the cash proceeds to be received by the Company at Closing from the Trust Account established by the Company in connection with the Transactions (after, for the avoidance of doubt, giving effect to redemptions by the Company’s stockholders), (ii) the cash proceeds to be received by the Company or any of Banzai or its subsidiaries from any financing, whether equity or debt, at or immediately following the Closing, and (iii) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing, minus 7GC Transaction Expenses (as defined in the Amendment), minus the Company Expenses (as defined in the Amendment), equaling or exceeding $ 5,000,000 . The Company filed (i) a Current Report on Form 8-K with the SEC on December 8, 2022 including additional details, the Merger Agreement, and related supporting agreements, and (ii) a Current Report on Form 8-K with the SEC on August 7, 2023 including the Amendment and related supporting agreements. The Company filed a registration statement on Form S-4 with the SEC on August 31, 2023 in connection with the Banzai Business Combination, which was declared effective (as amended) on November 15, 2023. The Company has set a record date of October 27, 2023 and a meeting date of December 5, 2023, for its special meeting of stockholders to consider the Banzai Business Combination. Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits. On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “First Meeting”). At the First Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from December 28, 2022, within 24 months from the closing of the Initial Public Offering, to June 28, 2023, or such earlier date as determined by the Board (the “Extension”). Also on December 21, 2022, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware. In connection with the First Meeting, stockholders holding 17,923,223 Public Shares exercised their right to redeem such shares for a pro rata portion of the marketable securities in the Trust Account. In connection with the Extension, the Sponsor agreed to deposit into the Trust Account an aggregate of $ 900,000 plus $ 300,000 for each of the three subsequent calendar months commencing on March 29, 2023. As of September 30, 2023, $ 1,800,000 was deposited into the Trust Account for the benefit of the Public Stockholders. The Company issued an unsecured promissory note in connection with these fundings. See Note 4. On June 26, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Second Meeting”). At the Second Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Second Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from June 28, 2023 to December 28, 2023, or such earlier date as determined by the Board (the “Second Extension”). In connection with the Second Meeting, stockholders holding 1,747,139 Public Shares exercised their right to redeem such shares for a pro rata portion of the marketable securities in the Trust Account. Following redemptions, the Company had 3,329,638 Public Shares outstanding. After the satisfaction of such redemptions, the balance of the Trust Account was approximately $35.6 million as of September 30, 2023. Prior to the Second Meeting, on June 16, 2023, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,172,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 396,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares. The Company estimated the aggregate fair value of the 396,500 shares of Class B common stock attributable to the Holders to be $ 372,710 or $ 0.94 per share. The excess of the fair value of the shares of Class B common stock was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T. Liquidity and Going Concern As of September 30, 2023, the Company had $ 399,511 of cash in its operating account and a working capital deficit of $ 7,626,337 . $ 2,300,000 of the total current liabilities is related to convertible promissory note-related party that is not expected to be repaid from current assets. During the nine months ended September 30, 2023, $ 411,200 was withdrawn from the Trust Account to pay tax obligations. During the nine months ended September 30, 2023, approximately $18 million was withdrawn for redemptions. During the year ended December 31, 2022, approximately $ 1.1 million was withdrawn from the Trust Account to pay tax obligations and approximately $ 180.9 million was withdrawn for redemptions. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and loans from the Sponsor. Additionally, during the year ended December 31, 2022, approximately $ 1.1 million of the gain on marketable securities held in the Trust Account was requested and released from the Trust Account in order to pay the Company’s tax obligations. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On December 21, 2022, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 . Up to $ 500,000 of the Note may be drawn and used for working capital purposes (a “Working Capital Drawdown”) and up to $ 1,800,000 of the Note may be drawn and used to finance deposits to the Trust Account (an “Extension Drawdown”). As of September 30, 2023 there was $ 500,000 outstanding as a Working Capital Drawdown under this Note and $ 1,800,000 outstanding as an Extension Drawdown. As of December 31, 2022, there was $ 200,000 outstanding as a Working Capital Drawdown under this Note and $ 900,000 outstanding as an Extension Drawdown. See Note 4. On October 3, 2023, the Company issued an additional unsecured promissory note (the “Second Note”, together with the Note, the “Notes”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 500,000 for working capital purposes. Please refer to Note 10. The Company has incurred and expects to incur significant costs in pursuit of its Proposed Business Combination, which resulted in the Company’s accrued expenses being greater than the cash balance in its operating account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by December 28, 2023, or such earlier date as determined by the Board, then the Company will cease all operations except for the purpose of liquidating. Management intends to close the Business Combination prior to the termination date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 28, 2023, or such earlier date as determined by the Board.	Note 1-Description of Organization and Business Operations Organization and General 7GC & Co. Holdings, Inc. (the “Company”) was incorporated as a Delaware corporation on September 18, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company has not commenced any operations. All activity for the period from September 18, 2020 (inception) through December 31, 2022 has been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value of derivative warrant liabilities in its consolidated statements of operations. The Company’s fiscal year end is December 31. Sponsor and Financing The Company’s sponsor is 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately $ 8.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 230.0 million ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, which invest only in direct U.S, government treasury obligations. With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in December 2022 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. This may reduce the amount of interest earned by the funds in the Trust Account. As of December 31, 2022, the funds in the Trust Account are held solely in an interest-bearing demand deposit account. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Nasdaq Stock Market rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by June 28, 2023, or such earlier date as determined by the Company’s board of directors (the “Board” and such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On December 8, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Banzai International Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”). Pursuant to the terms of the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Proposed Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai (the “First Merger”), with Banzai surviving as an indirect wholly owned subsidiary of the Company (the “Surviving Corporation”), and, (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of 7GC. At the closing of the Transactions (the “Closing”), 7GC will change its name to Banzai International, Inc., and its common stock is expected to be listed on the Nasdaq Capital Market (“Nasdaq”). The Proposed Business Combination values the combined company resulting from the completion of the Proposed Business Combination at a pro forma enterprise value of approximately $ 380 million. Under the terms of the Merger Agreement, the consideration to be paid to security holders of Banzai prior to the First Effective Time (such time as defined in the Merger Agreement and such holders, the “Pre-Closing Holders”) in the First Merger is $ 293,000,000 , subject to certain adjustments contained in the Merger Agreement, including a reduction of $ 7,672,000 and addition of the 7GC Transaction Expenses (as defined in the Merger Agreement) in excess of the deferred underwriting fees from the Initial Public Offering and $ 10,000,000 , in each case as more specifically set forth in the Merger Agreement. The consideration will be paid in stock, comprised of shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “7GC New Class A Shares”), which will have one vote per share, and the Company’s Class B common stock, par value $ 0.0001 per share (the “7GC New Class B Shares”), which will have ten votes per share, in each case, as such classes of common stock exist as of immediately following the First Effective Time, and in cash in lieu of any fractional 7GC New Class A Shares or 7GC New Class B Shares that would otherwise be owed to any Pre-Closing Holder, as well as restricted 7GC New Class A Shares subject to the vesting and forfeiture provisions provided for in the Merger Agreement and described in the Merger Agreement (collectively, the “Earn Out Shares”). T he consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the 7GC Stockholder Matters (as defined in the Merger Agreement) by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) the Registration Statement/Proxy Statement (as defined in the Merger Agreement) having become effective, (v) the 7GC New Class A Shares (including the Earn Out Shares) to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) the Company having at least $ 5,000,001 of net tangible assets remaining after redemptions by the Company’s stockholders, (vii) consummation of the acquisition by Banzai of Hyros Inc., a Delaware corporation (“Hyros”), pursuant to the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of December 8, 2022 (the “Hyros Purchase Agreement”), by and among Banzai, Hero Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Banzai (the “Hyros Merger Sub”), Hyros and the stockholder representative party thereto (the “Stockholder Representative”), and (vii) customary bring-down conditions. Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among others, (A) the Company having delivered to Banzai executed copies of the Registration Rights Agreement and the Exchange Agent Agreement (as defined in the Merger Agreement), and evidence that the second amended and restated certificate of incorporation of the Company has been filed with the Secretary of State of Delaware, and (B) the sum of (i) the cash proceeds to be received by the Company at Closing from the Trust Account established by the Company in connection with the Transactions (after, for the avoidance of doubt, giving effect to redemptions by the Company’s stockholders), (ii) the $ 100,000,000 equity commitment by GEM Global Yield LLC SCS and GEM Yield Bahamas Limited under the Share Purchase Agreement dated as of May 27, 2022 and (iii) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing equaling or exceeding $ 100,000,000 . The Company filed a Current Report on Form 8-K with the SEC on December 8, 2022 including additional details, the Merger Agreement, and related supporting agreements. Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from December 28, 2022, within 24 months from the closing of the Initial Public Offering, to June 28, 2023, or such earlier date as determined by the Board (the “Extension”). Also on December 21, 2022, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware. Stockholders holding 17,923,223 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Following redemptions, the Company has 5,076,777 Public Shares outstanding. After the satisfaction of such redemptions the balance of the Trust Account was approximately $52.1 million. In connection with the Extension, the Sponsor agreed to deposit into the Trust Account an aggregate of $900,000 plus $300,000 for each of the three subsequent calendar months commencing on March 29, 2023. As of December 31, 2022, $900,000 was deposited into the Trust Account for the benefit of the Public Stockholders. The Company issued an unsecured promissory note in connection with these fundings. See Note 4. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $ 1.0 million of cash in its operating account and a working capital deficit of approximately $ 3.2 million (excluding the convertible promissory note—related party). During the year ended December 31, 2022, approximately $ 1.1 million was withdrawn from the Trust Account to pay tax obligations, and as of December 31, 2022, approximately $ 111,000 of tax obligations can be withdrawn from the Trust Account. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and loans from the Sponsor. Additionally, during the year ended December 31, 2022, approximately $ 1.1 million of the gain on investments held in the Trust Account was requested and released from the Trust Account in order to pay the Company’s tax obligations. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2021, there were no Working Capital Loans outstanding. On December 21, 2022, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $2,300,000. Up to $500,000 of the Note may be drawn and used for working capital purposes (a “Working Capital Drawdown”) and up to $1,800,000 of the Note may be drawn and used to finance deposits to the Trust Account (an “Extension Drawdown”). As of December 31, 2022, there was $200,000 outstanding as a Working Capital Drawdown under this Note and $900,000 outstanding as an Extension Drawdown. See Note 4. The Company has incurred and expects to incur significant costs in pursuit of its Proposed Business Combination, which resulted in the Company’s accrued expenses being greater than the cash balance in its operating account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by June 28, 2023, or such earlier date as determined by the Board, then the Company will cease all operations except for the purpose of liquidating. Management intends to close the Business Combination prior to the termination date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 28, 2023, or such earlier date as determined by the Board.

Stock-Based Compensation (Details) - USD ($)			9 Months Ended		12 Months Ended
Stock-Based Compensation (Details) - USD ($)	Jun. 26, 2020	Apr. 26, 2016	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 19, 2017
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options, outstanding, number, ending balance			1,110,209		603,578	781,715	934,079
Options, outstanding, weighted average exercise price			$ 4.5		$ 1.35	$ 1.15	$ 0.73
Nonvested award, cost not yet recognized, amount			$ 2,190,563		$ 160,203	$ 176,726
Weighted average grant-date fair value of options vested			$ 4.96	$ 0.6	$ 0.77	$ 0.46
Share based compensation by share based award unrecognized compensation remaining period for recognition			2 years 8 months 15 days		2 years 8 months 26 days	3 years
Demio [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based payment arrangement, expense					$ 673,405	$ 673,405
High Attendance [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based payment arrangement, expense					26,364	42,643
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based payment arrangement, expense			$ 830,791	$ 630,737	$ 70,567	$ 87,003
Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options, outstanding, number, ending balance	973,000
Options, outstanding, weighted average exercise price	$ 0.76
Share-based payment arrangement, plan modification, incremental cost	$ 35,013
Share based payment arrangement, expense	25,127
Nonvested award, cost not yet recognized, amount	$ 9,886
Two Thousand and Sixteen Equity Incentive Plan [member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized		400,000						2,400,000
Expiration period		10 years
Number of remaining shares available for grant			1,289,791
Estimated dividend rate			0.00%		0.00%

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Schedule of changes in allowance for credit losses

The following table presents changes in the allowance for credit losses for the nine months ended September 30, 2023:


Balance—January 1, 2023	$	107,860
Change in provision for credit losses		(103,981	)

Balance—September 30, 2023	$	3,879

Schedule of Capitalized deferred offering costs

Capitalized deferred offering costs consisted of the following, as of September 30, 2023 and December 31, 2022:


	September 30, 2023		December 31, 2022
SPAC-related legal fees	$	2,031,323	$	1,264,914
Investment bank advisory services		135,000		135,000
Federal Trade Commission filing fees		125,020		125,020

Total deferred offering costs capitalized	$	2,291,343	$	1,524,934

Capitalized deferred offering costs consisted of the following, as of December 31, 2022:


	December 31, 2022
SPAC Specific legal fees	$	1,264,914
Investment bank Advisory Services		135,000
Federal Trade Commission filing fees		125,020

Total deferred offering costs capitalized	$	1,524,934

Schedule of basic and diluted net income per share

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	As of September 30,
	2023			2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(8,033,477	)	$	(9,006,585	)
Denominator:
Weighted average shares—basic and diluted		8,164,050			8,038,527
Net loss per share attributable to common stock—basic and diluted	$	(0.98	)	$	(1.12	)

The calculation of basic and diluted net loss per share attributable to common stock was as follows:


	As of December 31,
	2022			2021
Numerator:
Net loss attributable to common stock-basic and diluted	$	(15,468,502	)	$	(9,981,629	)
Denominator:
Weighted average shares-basic and diluted		8,150,270			7,557,173
Net loss per share attributable to common stock-basic and diluted	$	(1.90	)	$	(1.32	)

Schedule of Securities that were excluded from loss per share as their effect would be anti-dilutive

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:


	As of September 30,
	2023		2022
Options		1,110,209		860,174
Convertible preferred stock		2,328,823		2,328,823

Total		3,439,032		3,188,997

Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows:


	As of December 31,
	2022		2021
Restricted stock		—		739,932
Options		603,578		781,715
Convertible preferred stock		2,328,823		2,328,823

Total		2,932,401		3,850,470

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items]

Schedule of basic and diluted net income per share

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the three months ended September 30, 2023						For the three months ended September 30, 2022				For the nine months ended September 30, 2023						For the nine months ended September 30, 2022
	Class A			Class B			Class A		Class B		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per common share
Numerator: Net income (loss)
Allocation of net (loss) income, as adjusted	$	(166,056	)	$	(286,764	)	$	800,767	$	200,192	$	(870,633	)	$	(1,123,460	)	$	8,417,320	$	2,104,330
Denominator: Weighted Average Shares
Basic and diluted weighted average shares outstanding		3,329,638			5,750,000			23,000,000		5,750,000		4,455,999			5,750,000			23,000,000		5,780,000
Basic and diluted net (loss) income (loss) per common share	$	(0.05	)	$	(0.05	)	$	0.03	$	0.03	$	(0.20	)	$	(0.20	)	$	0.37	$	0.37

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	7,544,075	$	1,894,106	$	9,301,767	$	2,325,442
Denominator:
Basic and diluted weighted average common shares outstanding		22,901,791		5,750,000		23,000,000		5,750,000

Basic and diluted net income per common share	$	0.33	$	0.33	$	0.40	$	0.40

Derivative Warrant Liabilities (Details) - 7GC Co Holdings INC [Member] - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Derivative Warrant Liabilities (Details) [Line Items]
Warrants exercise price, description	The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Warrants become exercisable, description	Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.	Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants outstanding	11,500,000	11,500,000
Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrants outstanding	7,350,000	7,350,000

Stockholders' Deficit - Schedule of Restricted Shares of Common Stock (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Beginning balance (Non-vested Shares)	739,932	133,257
Granted		1,213,346
Vested	(606,675)	(606,671)
Cancelled/ Forfeited	(133,257)
Ending balance (Non-vested Shares)	0	739,932
Beginning balance (Weighted Average)	$ 1.03	$ 0.64
Granted		1.11
Vested	1.11	1.11
Cancelled/ Forfeited	0.64
Ending balance (Weighted Average)	$ 0	$ 1.03

Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Securities That Were Excluded From Loss Per Share As Their Effect Would Be Anti-Dilutive (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,439,032	3,188,997	2,932,401	3,850,470
Restricted stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			0	739,932
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,110,209	860,174	603,578	781,715
Convertible preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,328,823	2,328,823	2,328,823	2,328,823

Goodwill

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

7. Goodwill

The following summarizes our goodwill activity in 2023:


	Total
Goodwill—December 31, 2022	$	2,171,526

Goodwill—September 30, 2023	$	2,171,526

As the Company has one operating segment which was deemed to be its only reporting unit, goodwill is allocated to that one reporting unit and the carrying value is determined based on the equity of the entire company for purposes of evaluating goodwill impairment. As of December 31, 2022, the date of the last goodwill impairment analysis, the reporting unit had a negative carrying value of $19,252,093.

As of December 31, 2022, the estimated enterprise fair value for the one identified reporting unit was approximately $99.4 million. No impairment of goodwill was identified as of December 31, 2022.

10. Goodwill

The following summarizes our goodwill activity in 2022 and 2021:


	Total
Goodwill-January 1, 2021	$	—

Acquisition of Demio		2,171,526
Impairment		—

Goodwill-December 31, 2021		2,171,526
Impairment		—

Goodwill-December 31, 2022	$	2,171,526

As the Company has one operating segment which was deemed to be its only reporting unit, goodwill is allocated to that one unit and the carrying value is determined based on the equity of the entire company for purposes of evaluating goodwill impairment. As of December 31, 2022 and 2021, the reporting unit had a negative carrying value of $19,252,093 and $8,593,627, respectively.

As of December 31, 2022 and 2021, the estimated enterprise fair value for the one identified reporting unit was $99,410,104 and $19,574,000, respectively. No impairment of goodwill was identified as of December 31, 2022 and 2021, respectively.

Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Capitalized Deferred Offering Costs (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items]
Deferred Costs, Noncurrent	$ 2,291,343	$ 1,524,934	$ 0
SPAC-related legal fees [Member]
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items]
Deferred Costs, Noncurrent	2,031,323	1,264,914
Investment bank advisory services [Member]
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items]
Deferred Costs, Noncurrent	135,000	135,000
Federal Trade Commission filing fees [Member]
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items]
Deferred Costs, Noncurrent	$ 125,020	$ 125,020

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of Prepaid Expenses and Other Current Assets


	September 30, 2023		December 31, 2022
Prepaid expenses and other current assets:
Prepaid data license and subscription costs		6,250		3,124
Prepaid consulting costs		16,539		40,000
Prepaid advertising and marketing costs		—		32,178
Prepaid merchant fees		26,600		26,401
Prepaid insurance costs		25,173		15,430
Prepaid software costs		24,620		10,255
Other current assets		44,129		136,382

Total prepaid expenses and other current assets	$	143,311	$	263,770


	December 31,
	2022		2021
Prepaid expenses and other current assets:
Prepaid data license and subscription costs		3,124		23,344
Prepaid consulting costs		40,000		—
Prepaid advertising and marketing costs		32,178		—
Prepaid merchant fees		26,401		26,513
Prepaid insurance costs		15,430		8,992
Prepaid software costs		10,255		73,017
Prepaid interest		—		387,724
Prepaid employee benefit costs		—		19,056
Other current assets		136,382		129,210

Total prepaid expenses and other current assets	$	263,770	$	667,856

Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	Jun. 26, 2023	Dec. 08, 2022	Dec. 02, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 29, 2021
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized				19,544,521	19,544,521	19,544,521	19,544,521
Common stock par value (in Dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Notes payable					$ 6,494,051	$ 6,325,178
Related Party [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Notes payable				$ 1,154,997	0
Common Class A [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized							13,224,521
7GC Co Holdings INC [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001
Notes payable					900,000
7GC Co Holdings INC [Member] \| Related Party [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Notes payable				$ 1,800,000	$ 1,800,000
7GC Co Holdings INC [Member] \| Common Class A [Member]
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized				100,000,000	100,000,000	100,000,000
Common stock par value (in Dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption, shares	3,329,638	5,076,777		3,329,638	5,076,777	23,000,000
Temperory equity shares during the period shares	1,747,139	17,923,223	17,923,223
Temporary equity per share				$ 10.55
Temporary equity share outstanding				1,747,139

Business Combinations & Asset Acquisitions (Details) - Schedule of Financial Information Indicative of the Results of Future Operations - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 3,468,000	$ 6,106,442
Earnings/(Loss)	$ (770,000)	$ (9,734,298)

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Schedule of Measured at Fair Value on a Recurring Basis


Description	Level		September 30, 2023		December 31, 2022
Liabilities:
Bifurcated embedded derivative liabilities		3	$	1,552,781	$	893,216
Bifurcated embedded derivative liabilities—related party		3	$	3,024,219	$	1,889,084
SAFE		3	$	644,146	$	829,139
SAFE—related party		3	$	6,709,854	$	8,636,861


Description	Level		December 31, 2022		December 31, 2021
Liabilities:
Bifurcated embedded derivative liabilities		3	$	893,216	$	4,000
Bifurcated embedded derivative liabilities-related party		3	$	1,889,084	$	—
SAFE		3	$	829,139	$	294,044
SAFE-related party		3	$	8,636,861	$	3,062,956

Schedule of Changes In Embedded Derivative Liability


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	—		$	4,000
Issuance of convertible notes with bifurcated embedded derivatives		1,365,300			619,700
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375			625
Extinguishment of Old Alco Note derivative		(70,000	)		—
Change in fair value		592,409			268,891

Balance at December 31, 2022		1,889,084			893,216
Issuance of convertible notes with bifurcated embedded derivative		1,062,776			623,065
Change in fair value		72,359			36,500

Balance at September 30, 2023	$	3,024,219		$	1,552,781


	Fair Value
	Related Party			Third Party
Balance at December 31, 2020	$	—		$	—
Issuance of CP BF convertible notes with bifurcated embedded derivative		—			3,000
Change in fair value		—			1,000

Balance at December 31, 2021		—			4,000
Issuance of convertible notes with bifurcated embedded derivatives		1,365,300			619,700
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375			625
Extinguishment of Old Alco Note derivative		(70,000	)		—
Change in fair value		592,409			268,891

Balance at December 31, 2022	$	1,889,084		$	893,216

Schedule of Movement In Simple Agreement For Future Equity


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	3,062,956		$	294,044
Change in fair value		4,001,825			384,175
Loss on modification		1,572,080			150,920

Balance at December 31, 2022		8,636,861			829,139
Change in fair value		(1,927,007	)		(184,993	)

Balance at September 30, 2023	$	6,709,854		$	644,146


	Fair Value
	Related Party			Third Party
Balance at December 31, 2020	$	—		$	—
Issuance of SAFEs		3,500,000			336,000
Change in fair value		(437,044	)		(41,956	)

Balance at December 31, 2021		3,062,956			294,044
Change in fair value		4,001,825			384,175
Loss on modification		1,572,080			150,920

Balance at December 31, 2022	$	8,636,861		$	829,139

Schedule of fair value on a recurring basis

September 30, 2023


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public	$	—	$	1,035,000	$	—
Derivative warrant liabilities - Private Placement	$	—	$	661,500	$	—

December 31, 2022


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public	$	805,000	$	—	$	—
Derivative warrant liabilities - Private Placement	$	—	$	514,500	$	—

December 31, 2022


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative warrant liabilities - Public	$	805,000	$	—	$	—
Derivative warrant liabilities - Private Placement	$	—	$	514,500	$	—

December 31, 2021


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account	$	230,023,192	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public	$	7,015,000	$	—	$	—
Derivative warrant liabilities - Private	$	—	$	—	$	4,557,000

Schedule of fair value measurements


	As of December 31, 2021

Volatility		5.7	%
Stock price	$	9.76
Time to M&A (Yr)		0.50
Risk-free rate		1.31	%
Dividend yield		0.0	%

Schedule of derivative warrant liabilities


	2022
Derivative warrant liabilities at January 1,	$	4,557,000
Change in fair value of derivative warrant liabilities		(2,793,000	)
Transfer of Public Warrants to Level 1		—

Derivative warrant liabilities at March 31, 2022,		1,764,000
Change in fair value of derivative warrant liabilities		(1,102,500	)

Derivative warrant liabilities at June 30, 2022	$	661,500
Change in fair value of derivative warrant liabilities		(514,500	)

Derivative warrant liabilities at September 30, 2022	$	147,000



Derivative warrant liabilities at December 31, 2020	$	25,856,500
Transfer of Public Warrants to Level 1		(8,740,000	)
Change in fair value of derivative warrant liabilities		(12,559,500	)

Derivative warrant liabilities at December 31, 2021	$	4,557,000
Change in fair value of derivative warrant liabilities		(4,410,000	)
Transfer of Private Placement Warrants to Level 2		(147,000	)

Derivative warrant liabilities at December 31, 2022	$	—

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

Commitments & Contingencies - Schedule of Supplemental Cash Flow Information Related To Leases (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Non-cash lease expense (operating cash flow)	$ 129,705	$ 111,048	$ 152,018
Non-cash impairment of right to use assets (operating cash flow)	0	303,327	303,327	$ 0
Change in lease liabilities (operating cash flow)	(211,204)	(176,664)	(243,596)
Operating leases	$ 0	$ 762,603	$ 762,603

Asset Disposal (Details) - Schedule of Net Assets Acquired	Dec. 31, 2022 USD ($)
Asset Acquisition, Contingent Consideration [Line Items]
Net assets acquired	$ 449,000
Technology [Member]
Asset Acquisition, Contingent Consideration [Line Items]
Net assets acquired	436,000
Trade names and trademarks [Member]
Asset Acquisition, Contingent Consideration [Line Items]
Net assets acquired	$ 13,000

Revenue - Schedule of Costs to Obtain a Contract (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Beginning Balance	$ 69,737	$ 90,662	$ 136,276
Commissions incurred	200,550	343,003	407,035
Deferred commissions recognized	(248,741)	(363,928)	(452,649)
Closing Balance	$ 21,546	$ 69,737	$ 90,662

Income Taxes (Details) - Schedule of federal income tax rate (benefit) to the company's effective tax rate - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Statutory federal income tax rate/benefit					21.00%	21.00%
Permanent items					(14.00%)	(2.00%)
State taxes / State taxes, net of federal tax benefit					2.00%	3.00%
Change in valuation allowance					(9.00%)	(17.00%)
Change in state tax rate					0.00%	0.00%
Other					0.00%	0.00%
Effective tax rate					0.00%	4.00%
Statutory federal income tax benefit					$ (3,248,385)	$ (2,182,128)
Permanent items					2,117,591	258,449
State taxes, net of federal tax benefit					(327,095)	(317,955)
Change in valuation allowance					1,435,042	1,817,277
Change in state tax rate					13,055	18,481
Other					9,792	(3,582)
Effective tax rate			$ 17,081	$ 15,382	$ 0	$ (409,458)
7GC Co Holdings INC [Member]
Statutory federal income tax rate/benefit					21.00%	21.00%
State taxes / State taxes, net of federal tax benefit					7.00%	0.00%
Change in fair value of derivative warrant liabilities					(28.10%)	(25.80%)
Change in rate on deferred tax asset					(1.80%)	0.00%
Change in valuation allowance					9.50%	4.80%
Effective tax rate					7.60%	0.00%
Effective tax rate	$ 10,424	$ 212,639	$ 243,374	$ 223,703	$ 765,554

Going Concern (Details) - USD ($)	5 Months Ended	9 Months Ended		12 Months Ended
Going Concern (Details) - USD ($)	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash		$ 400,000		$ 200,000
Net cash used in operating activities		(5,041,691)	$ (4,724,741)	(5,168,175)	$ (6,842,679)
Accumulated deficit		(40,393,539)		(32,360,062)	$ (16,891,560)
Convertible Subordinated Debt [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
issuing additional subordinated convertible promissory notes	$ 4,000,000
Net cash used in operating activities		$ 5,040,000.00		$ 5,170,000

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

Amount of accumulated undistributed earnings (deficit).