0000950170-24-060596 | 10-Q | XBRL Viewer

Derivative Financial Instruments

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”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2023 balance sheet information was derived from the audited financial statements as of that date. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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. 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.

Warrant Liability - related party

The Public Warrants are recognized as derivative liabilities in accordance with ASC 815 Derivatives and Hedging ("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 exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the Company's consolidated balance sheets.

Warrant Liability

The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period.

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 period. 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:


	For the Three Months Ended March 31,
	2024			2023
Numerator:
Net loss attributable to common stock—basic and diluted	$	(4,500,272	)	$	(3,765,122	)
Denominator:
Weighted average shares—basic and diluted		17,355,609			6,382,180
Net loss per share attributable to common stock—basic and diluted	$	(0.26	)	$	(0.59	)

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 March 31,
	2024		2023
Options		801,372		670,247
Public warrants		11,500,000		—
GEM warrants		828,533		—
Total		13,129,905		670,247

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 Note 7 - Fair Value Measurements and Note 11 - Debt for further detail.

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 three months ended March 31, 2024 and 2023. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of March 31, 2024 and December 31, 2023.

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update intend to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, the addition of a category for other segment items by reportable segment, that all annual segment disclosures be disclosed in interim periods, and other related segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of adopting this guidance on its condensed consolidated financial statements.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Depreciation expense	$ 1,564	$ 2,404
Revenue	$ 1,079,472	$ 1,177,061

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.

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Organization

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

Organization

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 marketers to power webinars, trainings, virtual events, and on-demand video content.

Close of the Merger

On December 14, 2023 (the “Closing Date”), 7GC & Co. Holdings Inc. ("7GC"), our predecessor company, consummated the business combination pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the “Original Merger Agreement”), by and among 7GC, Banzai International, Inc. (“Legacy Banzai”), 7GC Merger Sub I, Inc., an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a direct wholly owned subsidiary of 7GC (“Second Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023 (the “Merger Agreement Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”), by and between 7GC and Legacy Banzai.

Pursuant to the terms of the Merger Agreement, a business combination between 7GC and Legacy Banzai was effected through (a) the merger of First Merger Sub with and into Legacy Banzai, with Legacy Banzai surviving as a wholly-owned subsidiary of 7GC (Legacy Banzai, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) (the “First Merger”) and (b) the subsequent merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Merger”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), 7GC changed its name to Banzai International, Inc.

Although 7GC was the legal acquirer of Legacy Banzai in the merger, Legacy Banzai is deemed to be the accounting acquirer, and the historical financial statements of Legacy Banzai became the basis for the historical financial statements of the Company upon the closing of the merger.

As a result, the financial statements included here reflect (i) the historical operating results of Legacy Banzai prior to the merger; (ii) the combined results of 7GC and Legacy Banzai following the close of the merger; (iii) the assets and liabilities of Legacy Banzai at their historical cost and (iv) the Legacy Banzai’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger.

The aggregate consideration payable to securityholders of Legacy Banzai at the Closing consisted of a number of shares of Class A Common Stock or shares of Class B Common Stock, and cash in lieu of any fractional shares of Class A Common Stock or shares of Class B Common Stock that would otherwise have been payable to any Legacy Banzai securityholders, equal to $100,000,000. See Note 4 - Reverse Merger Capitalization with 7GC & Co. Holdings Inc. for further details of the merger.

Emerging Growth Company

Upon closure of the Merger, the Company became 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 public companies that are not emerging growth companies.

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. 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 of 1934, as amended (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. 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.

Commitments and Contingencies - Additional Information (Details) - USD ($)				3 Months Ended
	May 15, 2024	Feb. 02, 2024	Dec. 08, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Nov. 08, 2023
Loss Contingencies [Line Items]
Operating leases have remaining lease terms				6 months 3 days
Stock price				$ 0.61
Addendum to letter agreements				Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock on February 2, 2024, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares
Gain on extinguishment of liability				$ 527,980	$ 0
Roth Addendum to Letter Agreements [Member]
Loss Contingencies [Line Items]
Advisory fee			$ 1,100,000
Advisor transaction expenses			$ 6,813
Accrued expenses				300,000		$ 1,106,813
Contractual obligation						$ 806,813
Share issued		175,000
Fair value of shares issued		$ 278,833
Gain on extinguishment of liability				577,513
Roth Addendum to Letter Agreements [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Share issued		175,000
Shares issued for acquisition		$ 300,000
Stock issue value if payment not made in cash		$ 300,000
Stock issued during period shares additional shares		600,000
7GC Co Holdings INC [Member] \| Cantor Fitzgerald [Member] \| Cantor Fee Agreement [Member]
Loss Contingencies [Line Items]
Deferred underwriting fees payable				$ 8,050,000			$ 8,050,000
Deferred underwriting fees forfeit							4,050,000
Increase decrease in deferred underwriting fees							$ 4,000,000
Subsequent Event [Member] \| Roth Addendum to Letter Agreements [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Shares issued for acquisition	$ 300,000

Deferred Revenue - Summary of Changes in Deferred Revenue (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Deferred Revenue Disclosure [Abstract]
Deferred revenue, beginning of period	$ 1,214,096	$ 930,436
Billings	1,110,682	4,781,924
Revenue recognized (prior year deferred revenue)	(861,496)	(930,436)
Revenue recognized (current year deferred revenue)	(217,976)	(3,567,828)
Deferred revenue, end of period	$ 1,245,306	$ 1,214,096

Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Components of lease expense:
Operating lease cost	$ 47,244	$ 51,448
Sublease income	(52,542)	(51,083)
Total lease (income) cost	$ (5,298)	$ 366

Stockholders' Deficit

3 Months Ended

Mar. 31, 2024

Stockholders' Deficit

15. Equity

Class A and B Common Stock

The Company is authorized to issue up to 275,000,000 shares, consisting of 250,000,000 Class A Common Stock, and 25,000,000 shares of Class B Common Stock par value $0.0001 per share.

As discussed in Note 4 - Reverse Merger Capitalization with 7GC & Co. Holdings Inc., the Company has retroactively adjusted the shares issued and outstanding prior to December 14, 2023 to give effect to the Exchange Ratio to determine the number of shares of Company Common Stock into which they were converted.

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.

There were 20,221,589 shares (17,910,455 Class A common stock and 2,311,134 Class B common stock) issued and outstanding at March 31, 2024 and 16,019,256 shares (13,708,122 Class A common stock and 2,311,134 Class B common stock) issued and outstanding at December 31, 2023.

Preferred Stock

The Company is authorized to issue 75,000,000 shares of preferred stock with a par value of $0.0001 per share. The board of directors of the Company (the “Board”) has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares. As of March 31, 2024 and December 31, 2023, no shares of preferred stock were outstanding.

Yorkville Standby Equity Purchase Agreement ("SEPA")

On December 14, 2023, the Company entered into the SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) in connection with the Merger. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $100,000,000 of the Company’s shares of Class A common stock, par value $0.0001 per share, at the Company’s request any time during the commitment period commencing on December 14, 2023 and terminating on the 36-month anniversary of the SEPA (the “SEPA Option”).

Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 500,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance; provided, in no event shall the number of shares of Class A common stock issued cause the aggregate shares of Class A common stock held by Yorkville and its affiliates as of any such date to exceed 9.99% of the total number of shares of Class A common stock outstanding as of the date of the Advance Notice (less any such shares held by Yorkville and its affiliates as of such date) (the “Exchange Cap”). The shares would be purchased, at the Company’s election, at a purchase price equal to either:

(i)

95% of the average daily Volume Weighted Average Price (“VWAP”) of the Class A Common Stock on the Nasdaq Stock Market (“Nasdaq”), subject to certain conditions per the SEPA (the “Option 1 Pricing Period; or

(ii)

96% of the lowest daily VWAP of the Class A Common Stock during the three trading days commencing on the Advance Notice date, subject to certain conditions per the SEPA (the “Option 2 Pricing Period”).

Any purchase under an Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 9.99% of the then outstanding voting power or number of shares of Class A common stock or any shares that, aggregated with shares issued under all other earlier Advances, would exceed 19.99% of all shares of Class A common stock and Class B common stock of the Company, par value $0.0001 per share, outstanding on the date of the SEPA, unless Company shareholder approval was obtained allowing for issuances in excess of such amount.

The SEPA Option was determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument or to be recognized within equity. Pursuant to ASC 815 Derivatives and Hedging ("ASC 815"), the Company will therefore recognize the SEPA Option as an asset or liability, measured at fair value at the date of issuance, December 14, 2023, and in subsequent reporting periods, with changes in fair value recognized in earnings. The SEPA Option was determined to have a fair value of $0 on the date of issuance as well as at December 31, 2023 and March 31, 2024.

In connection with the execution of the SEPA, the Company agreed to pay a commitment fee of $500,000 to Yorkville at the earlier of (i) March 14, 2024 or (ii) the termination of the SEPA, which will be payable, at the option of the Company, in cash or shares of Class A common stock through an Advance (the “Deferred Fee”). In March 2024 the Company issued 710,025 Class A common stock as payment for the Deferred Fee.

Pursuant to the terms of the SEPA, at any time that there is a balance outstanding under the Yorkville Convertible Note, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the outstanding principal balance on the Yorkville Convertible Note at a purchase price equal to the lower of (i) $10.00 per share of Class A common stock (the “Fixed Price”), or (ii) 90% of the lowest daily Volume Weighted Average Price (“VWAP”) of the Class A common stock on Nasdaq during the 10 consecutive Trading Days immediately preceding the Investor Notice date or other date of determination (the “Variable Price”). The Variable Price shall not be lower than $2.00 per share (the “Floor Price”). The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amount via written notice to Yorkville, provided that such amount is no more than 75% of the closing price on the Trading Day immediately prior to the time of such reduction and no greater than $2.00 per share of Class A common stock (the “Conversion Price”). At any time that there is a balance outstanding under the Yorkville Convertible Note, the Company is not permitted to issue Advance Notices under the SEPA unless an Amortization Event has occurred under the terms of the Yorkville Convertible Note agreement.

There were no Advance Notices issued pursuant to the SEPA during the three months ended March 31, 2024 or as of the date that these financial statements were issued.

The entire disclosure for equity.

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 14
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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-Topic 505
-SubTopic 10
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

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-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value Measurements - Summary of Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Bifurcated embedded derivative liabilities	$ 0	$ 0
Related Party [Member]
Liabilities:
Simple agreement for future equity, current			$ 9,105,335	$ 8,802,196
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liabilities - public		575,000
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrant liabilities - public	460,000
Fair Value, Inputs, Level 3 [Member]
Liabilities:
GEM warrant liabilities	233,000	641,000
Yorkville convertible note	$ 3,064,000	$ 1,766,000

Revenue - Summary of Costs to Obtain Contract Activity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Capitalized Contract Cost, Net [Abstract]
Beginning Balance	$ 51,472	$ 69,737
Commissions Incurred	31,610	88,928
Deferred Commissions Recognized	(44,620)	(104,289)
Ending Balance	$ 38,462	$ 54,376

Debt - Additional Information (Details 1) - USD ($)							3 Months Ended
Debt - Additional Information (Details 1) - USD ($)	Dec. 14, 2023	Dec. 13, 2023	Nov. 16, 2023	Oct. 03, 2023	Sep. 13, 2023	Aug. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 21, 2022
7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share										$ 10
Alco September Promissory Note [Member] \| Put Option [Member] \| Measurement Input, Discount for Lack of Marketability [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 500,000	$ 1,000,000
Estimated re-levered equity volatility rate		47.00%	54.00%	52.00%	54.00%
Holding period for shares		5 months 26 days	7 months 6 days	8 months 19 days	9 months 7 days
Commensurate risk-free rate		5.20%	5.20%	5.40%	5.30%
Expected percentage of completing the Merger		100.00%	100.00%	80.00%	80.00%
Lock-up period		180 days	180 days	180 days	180 days
Net proceeds from issuance of convertible promissory notes				$ 500,000	$ 1,000,000
Alco September Promissory Note [Member] \| Put Option [Member] \| Measurement Input, Discount for Lack of Marketability [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Percentage of discount lack of marketability		12.00%	15.00%	15.00%	16.00%
Alco September Promissory Note [Member] \| Put Option [Member] \| Measurement Input, Discount for Lack of Marketability [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Percentage of discount lack of marketability		7.50%	9.50%	10.00%	10.70%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 500,000
Debt discount upon issuance	$ 200,000
Net proceeds from issuance of convertible promissory notes	1,800,000,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 3,500,000
Alco Share Transfer Agreements \| Alco September Promissory Note [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt conversion, description							for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively.
Debt instrument conversion price per share		$ 10
Number of shares issued upon conversion of promissory note		150,000
Lock-up period		180 days
Alco Share Transfer Agreements \| Alco November Promissory Note [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt conversion, description							for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively.
Debt instrument conversion price per share		$ 10
Number of shares issued upon conversion of promissory note		75,000
Lock-up period		180 days
Alco Share Transfer Agreements \| Alco December Promissory Note [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share		$ 10
Number of shares issued upon conversion of promissory note		600,000
Lock-up period		180 days
Alco Share Transfer Agreements \| Alco December Promissory Note [Member] \| Class A Common Stock [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Number of shares issued upon conversion of promissory note		3
Alco Share Transfer Agreements \| Alco December Promissory Note [Member] \| Class B Common Stock [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Number of shares forfeited upon conversion of promissory note		3
Alco [Member] \| Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage								5.00%	5.00%
Alco [Member] \| Alco August Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 150,000
Debt instrument, interest rate						8.00%
Debt instrument, maturity date						Apr. 29, 2024
Interest expense							$ 5,449
Interest expense debt							2,991
Debt related commitement fees and debt issuance costs							2,458
Principal amount outstanding							150,000	$ 150,000
Accrued interest outstanding							7,035	4,044
Debt instrument unamortized debt issuance costs gross						$ 3,711
Alco [Member] \| Alco August Promissory Note [Member] \| Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage						10.00%
Alco [Member] \| Alco September Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 1,500,000
Debt instrument, interest rate					8.00%
Debt issuance costs					$ 8,588
Debt discount upon issuance					$ 638,808
Debt instrument, maturity date					Sep. 30, 2024
Interest expense							91,563
Interest expense debt							29,918
Debt related commitement fees and debt issuance costs							61,645
Principal amount outstanding							1,500,000	1,500,000
Accrued interest outstanding							60,493	30,575
Alco [Member] \| Alco November Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			8.00%
Debt instrument, maturity date			Apr. 13, 2024
Interest expense							248,285
Interest expense debt							14,959
Debt related commitement fees and debt issuance costs							233,326
Principal amount outstanding							750,000	750,000
Accrued interest outstanding							22,356	7,397
Debt instrument unamortized debt issuance costs gross			$ 363,905
Alco [Member] \| Alco November Promissory Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 750,000
Alco [Member] \| Alco December Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		8.00%
Debt instrument, maturity date		Dec. 31, 2024
Interest expense debt							39,890
Debt related commitement fees and debt issuance costs							192,326
Principal amount outstanding							2,000,000	2,000,000
Accrued interest outstanding							47,780	$ 7,890
Debt instrument unamortized debt issuance costs gross		$ 1,496,252					$ 232,216
Alco [Member] \| Alco December Promissory Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 2,000,000

Debt - Additional Information (Details 4) - CP BF Lending, LLC [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2021
Debt Instrument [Line Items]
Debt Instrument, covenant compliance description	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.
Term Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		14.00%
Frequency of periodic interest payment		monthly
Accrued interest payable-in-kind		1.50%
Convertible Notes [Member]
Debt Instrument [Line Items]
Accrued interest payable-in-kind		$ 15.5

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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Related Party Transactions

Related Party Transactions

3 Months Ended

Mar. 31, 2024

5. Related Party Transactions

7GC Related Party Promissory Notes

On December 21, 2022, 7GC issued an unsecured promissory note (the "December 2022 7GC Note") to the Sponsor, 7GC & Co. Holdings LLC, which provides for borrowings from time to time of up to an aggregate of $2,300,000. The December 2022 7GC Note does not bear interest. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the December 2022 7GC Note, in whole or in part, into that number of shares of Class A common stock, $0.0001 par value per share, of 7GC (the “Converted Shares”) equal to the principal amount of the December 2022 7GC Note so converted divided by $10.00.

On October 3, 2023, 7GC issued an additional unsecured promissory note (the "October 2023 7GC Note", together with the December 2022 7GC Note, the " 7GC Promissory Notes") to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $500,000 for working capital purposes. The October 2023 7GC Note does not bear interest. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the October 2023 7GC Note, in whole or in part, into that number of the Converted Shares, equal to the principal amount of the October 2023 7GC Note so converted divided by $10.00.

Upon Closing of the Merger, Banzai assumed the 7GC Promissory Notes which subsequently converted on February 2, 2024. At the date of conversion, the total balance of the Notes converted was $2,540,092.

Due to Related Party of 7GC

During the year ended December 31, 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $67,118 liability. As of March 31, 2024, the entire balance remained outstanding and is included within due to related party under current liabilities on the accompanying unaudited condensed consolidated balance sheet.

Legacy Banzai Related Party Transactions

During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 11 - Debt for further details related to these transactions and associated balances.

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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Fair Value Measurements (Details) [Line Items]

Stock-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 14, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized	275,000,000		275,000,000	350,000,000
Stock options awarded	54,000
Expected dividend yield	0.00%
Exercise price per share	$ 5.52		$ 5.87
Option to purchase ggregate number of shares	801,372		748,086
Weighted average grant date fair value	$ 0.61	$ 8.48
Unrecognized compensation expense related to unvested options	$ 2,364,604	$ 2,644,032
Period for unrecognized compensation expense related to unvested options yet has not been recognized	1 year 4 months 13 days	3 years 1 month 20 days
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Period for unrecognized compensation expense related to unvested options yet has not been recognized	1 year
Unrecognized compensation cost	$ 411,358
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 252,967	$ 402,448
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period	10 years
Stock options awarded	2,848,823		572,172
Equity incentive plan, description	The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger. In addition, the aggregate number of shares of common stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to 5% of the total number of shares of the fully diluted common stock determined as of the day prior to such increase. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is approximately three times the total number of shares of common stock initially reserved for issuance.
Percentage of aggregate number of shares of common stock issued	12.50%
Expiration date	Jan. 01, 2033
Percentage of number of shares of fully diluted common stock	5.00%

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	13,129,905	670,247
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	801,372	670,247
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	11,500,000	0
GEM Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	828,533	0

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$ 43,705	$ 43,086
Change in lease liabilities (operating cash flow)	$ (75,078)	$ (68,373)

Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 3,080	$ 4,644

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Accrued accounting and professional services costs	$ 2,162,984	$ 1,511,889
Accrued subscription costs	489,972	22,110
Sales tax payable	338,402	314,873
Excise tax payable	223,717	223,717
Accrued legal costs	153,884	2,694,439
Accrued payroll and benefit costs	93,513	185,504
Accrued streaming service costs	56,380	37,765
Deposits	54,102	54,102
Other current liabilities	289,760	149,841
Total accrued expenses and other current liabilities	$ 3,862,714	$ 5,194,240

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Service Trade	$ 333,219	$ 364,384
Prepaid consulting costs	13,258	120,332
Prepaid data license and subscription costs	37,500	53,124
Prepaid commissions	38,462	51,472
Prepaid software costs	17,439	29,887
Prepaid merchant fees	29,182	26,224
Prepaid insurance costs	445,963	17,661
Prepaid advertising and marketing costs	146,201	11,074
Other current assets	12,690	66,997
Total prepaid expenses and other current assets	$ 1,073,914	$ 741,155

Related Party Transactions - Additional Information (Details) - USD ($)	Mar. 31, 2024	Feb. 02, 2024	Dec. 31, 2023	Oct. 03, 2023	Dec. 31, 2022	Dec. 21, 2022
Related Party Transactions (Details) [Line Items]
Common stock par value	$ 0.0001		$ 0.0001		$ 0.0001
Outstanding balance for advances	$ 289,760		$ 149,841
7GC Co Holdings INC [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument conversion price per share \| $ / shares						$ 10
Convertible notes		$ 2,540,092
7GC Co Holdings INC [Member] \| Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument conversion price per share \| $ / shares				$ 10
Debt Instrument, Face Amount				$ 500,000
Debt Instrument, Interest Rate, Stated Percentage				0.00%
7GC Co Holdings INC [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Outstanding balance for advances			$ 67,118
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Working Capital Drawdowns and Extension Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity						$ 2,300,000
Common stock par value						$ 0.0001

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Fair Value on Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level	March 31, 2024	December 31, 2023
Liabilities:
Warrant liabilities - public	2	$460,000	$-
Warrant liabilities - public	1	$—	$575,000
GEM warrant liabilities	3	$233,000	$641,000
Yorkville convertible note	3	$3,064,000	$1,766,000

Summary Of Changes In Fair Value Of Yorkville Convertible Note

The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2023	$	1,766,000
Issuance of Yorkville convertible note		2,250,000
Loss on debt issuance		171,000
Payment in shares to settle Yorkville convertible notes		(1,667,000	)
Change in fair value		544,000
Balance at March 31, 2024	$	3,064,000

Schedule of Derivative Liabilities

The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liabilities for the three months ended March 31, 2023, 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, 2022	$	1,936,827	$	845,473
Issuance of convertible notes with bifurcated embedded derivative		707,000		—
Change in fair value		137,285		32,415
Balance at March 31, 2023	$	2,781,112	$	877,888

Schedule of Fair Value Measurements

The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 13 - Simple Agreements for Future Equity for further detail), which represents a recurring fair value measurement at the end of the relevant reporting period:


	Fair Value
	Related Party		Third Party
Balance at December 31, 2022	$	8,802,196	$	663,804
Change in fair value		303,139		22,861
Balance at March 31, 2023	$	9,105,335	$	686,665

Public Warrants Liability [Member]

Fair Value Measurements (Details) [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 1 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2023	$	575,000
Change in fair value		(115,000	)
Balance at March 31, 2024	$	460,000

GEM Warrants Liability [Member]

Fair Value Measurements (Details) [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2023	$	641,000
Change in fair value		(408,000	)
Balance at March 31, 2024	$	233,000

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.

Revenue from Contract with Customer [Abstract]

Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 0.61
Exercise price	$ 0.61	$ 11.98
Expected volatility	75.00%	80.00%
Expected volatility maximum	76.00%	81.13%
Risk-free interest rate	4.20%	4.28%
Risk-free interest rate maximum		4.31%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price		$ 8.58
Expected term (in years)	6 years 29 days	6 years 29 days
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price		$ 8.22
Expected term (in years)	5 years 9 months	5 years 3 months

Revenue

3 Months Ended

Mar. 31, 2024

Revenue

6. 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.

Nature of Products and Services

The following is a description of the Company’s products 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

While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. 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 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:


	Three Months Ended March 31,
	2024					2023
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	582,827		54	%	$	669,775		62	%
Europe, Middle East and Africa (EMEA)		386,250		36	%		407,910		30	%
Asia Pacific		110,395		10	%		99,376		8	%
Total	$	1,079,472		100	%	$	1,177,061		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		Closing Balance		Opening Balance		Closing Balance
	1/1/2024		3/31/2024		1/1/2023		3/31/2023
Accounts receivable, net	$	105,049	$	34,670	$	68,416	$	61,755

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 three

months ended March 31, 2024 and 2023, commission expenses were $82,142 and $99,376, respectively. Capitalized commissions at March 31, 2024 and December 31, 2023 were $38,462 and $51,472, respectively, and are included within prepaid expenses and other current assets on the condensed consolidated balance sheets.

The following summarizes the Costs to obtain a contract activity during the three months ended March 31, 2024:


Balance - December 31, 2023	$	51,472
Commissions Incurred		31,610
Deferred Commissions Recognized		(44,620	)
Balance - March 31, 2024	$	38,462

The following summarizes the Costs to obtain a contract activity during the three months ended March 31, 2023:


Balance - December 31, 2022	$	69,737
Commissions Incurred		88,928
Deferred Commissions Recognized		(104,289	)
Balance - March 31, 2023	$	54,376

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

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (4,500,272)	$ (3,765,122)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1,564	2,404
Provision for credit losses on accounts receivable	(2,191)	(68,285)
Non-cash share issuance for marketing expenses	48,734
Non-cash settlement of GEM commitment fee	200,000	0
Amortization of operating lease right-of-use assets	43,705	43,086
Stock based compensation expense	252,967	402,448
Gain on extinguishment of liability	(527,980)	0
Loss on debt issuance	171,000
Change in fair value of convertible promissory notes	544,000	0
Changes in operating assets and liabilities:
Accounts receivable	72,570	74,946
Prepaid expenses and other current assets	(186,558)	(31,969)
Deferred offering costs	0	(127,054)
Accounts payable	1,897,046	1,175,710
Deferred revenue	31,210	103,164
Accrued expenses	(524,713)	(200,224)
Operating lease liabilities	(75,078)	(68,373)
Earnout liability	(22,274)	(200,000)
Net cash used in operating activities	(2,116,786)	(1,479,171)
Cash Flows from Financing Activities:
Payment of GEM commitment fee	(1,200,000)	0
Proceeds from issuance of common stock	0	5,543
Net cash provided by financing activities	1,050,000	1,505,543
Net (decrease) / increase in cash	(1,066,786)	26,372
Cash at beginning of period	2,093,718	1,023,499
Cash at end of period	1,026,932	1,049,871
Supplemental disclosure of cash flow information:
Cash paid for interest	44,814	234,336
Non-cash investing and financing activities
Shares issued to Roth for advisory fee	278,833	0
Shares issued to GEM	100,000	0
Shares issued for marketing services	194,935
Shares issued to Yorkville for commitment fee	500,000
Settlement of GEM commitment fee	200,000	0
Issuance of promissory note - GEM	1,000,000
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	374,944	151,316
Amortization of debt discount and issuance costs	30,027	149,798
Change in fair value of warrant liability	(408,000)	0
Change in fair value of simple agreement for future equity	0	22,861
Change in fair value of bifurcated embedded derivative liabilities	0	32,415
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes, net of issuance costs	2,250,000	0
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	87,758	90,422
Amortization of debt discount and issuance costs	489,755	292,862
Change in fair value of warrant liability	(115,000)	0
Change in fair value of simple agreement for future equity	0	303,139
Change in fair value of bifurcated embedded derivative liabilities	0	137,285
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes, net of issuance costs	0	1,500,000
Non-cash investing and financing activities
Conversion of convertible notes	2,540,091	0
Yorkville [Member]
Non-cash investing and financing activities
Conversion of convertible notes	$ 1,667,000	$ 0

Property and Equipment - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,564	$ 2,404

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

7. 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 three months ended March 31, 2024 and the year ended December 31, 2023. 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 Public Warrants liabilities represent Level 1 measurements and Level 2 measurements. The estimated fair value of the convertible notes bifurcated embedded derivative liabilities, GEM warrant liabilities, Yorkville convertible note, and SAFE represent Level 3 measurements.


Description	Level	March 31, 2024	December 31, 2023
Liabilities:
Warrant liabilities - public	2	$460,000	$-
Warrant liabilities - public	1	$—	$575,000
GEM warrant liabilities	3	$233,000	$641,000
Yorkville convertible note	3	$3,064,000	$1,766,000

Warrant Liability - Public Warrants

The Company assumed 11,500,000 Public Warrants in the Merger which were outstanding as of March 31, 2024 and December 31, 2023. The fair values of the Public Warrants are measured based on the listed market price of such warrants through March 31, 2024. See Note 12 - Warrant Liabilities for further details.

For the three months ended March 31, 2024, the Company recognized a benefit of approximately $115,000 resulting from changes in the fair value of the derivative warrant liabilities, presented as change in fair value of warrant liabilities - related party in the accompanying condensed consolidated statements of operations.


	Fair Value
Balance at December 31, 2023	$	575,000
Change in fair value		(115,000	)
Balance at March 31, 2024	$	460,000

Warrant Liability - GEM Warrants

The measurement of fair value of the GEM Warrants were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). Refer to Note 12 - Warrant Liabilities for further details.

As of March 31, 2024, the Company recognized a benefit of approximately $408,000, resulting from changes in the fair value of the derivative warrant liabilities, presented as change in fair value of warrant liabilities in the accompanying condensed consolidated statements of operations.

The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2023	$	641,000
Change in fair value		(408,000	)
Balance at March 31, 2024	$	233,000

Yorkville Convertible Notes

The measurement of fair value of the Yorkville convertible notes were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). Refer to Note 11 - Debt for further details.

As of March 31, 2024, the Company recognized a benefit (loss) of approximately $(544,000) resulting from changes in the fair value of the Yorkville convertible notes, presented as change in fair value of convertible promissory notes in the accompanying condensed consolidated statements of operations.

The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2023	$	1,766,000
Issuance of Yorkville convertible note		2,250,000
Loss on debt issuance		171,000
Payment in shares to settle Yorkville convertible notes		(1,667,000	)
Change in fair value		544,000
Balance at March 31, 2024	$	3,064,000

Bifurcated Embedded Derivative Liabilities

The fair value of the embedded put options, relating to the Convertible Notes - Related Party, Convertible Notes, and Term and Convertible Notes (CP BF), 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. On December 14, 2023, all outstanding principal and accrued interest, including the carrying value of any related embedded derivative, related to the Related Party Convertible Notes and Third Party Convertible Notes converted into the Company’s Class A Common Stock pursuant to the close of the Merger Agreement. Upon the conversion described above, the bifurcated embedded derivative liabilities were $0 as of March 31, 2024 and December 31, 2023, respectively. Refer to Note 11 - Debt for further details.


	Fair Value
	Related Party		Third Party
Balance at December 31, 2022	$	1,936,827	$	845,473
Issuance of convertible notes with bifurcated embedded derivative		707,000		—
Change in fair value		137,285		32,415
Balance at March 31, 2023	$	2,781,112	$	877,888

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 13 - Simple Agreements for Future Equity 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, 2023 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. On December 14, 2023, all outstanding principal related to the Third Party SAFEs and Related Party SAFEs converted into the Company’s Class A Common Stock pursuant to the close of the Merger Agreement. Upon the conversion described above, the SAFEs were $0 as of March 31, 2024 and December 31, 2023, respectively. Refer to Note 13 - Simple Agreements for Future Equity for further details.


	Fair Value
	Related Party		Third Party
Balance at December 31, 2022	$	8,802,196	$	663,804
Change in fair value		303,139		22,861
Balance at March 31, 2023	$	9,105,335	$	686,665

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.

Deferred Revenue Disclosure [Abstract]

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Maturities of lease liabilities:
Remainder of 2024	$ 162,202
Total undiscounted cash flows	162,202
Less discounting	(3,237)
Present value of lease liabilities	$ 158,965	$ 234,043

Equity - Additional Information (Details) - USD ($)		3 Months Ended	12 Months Ended
Equity - Additional Information (Details) - USD ($)	Dec. 14, 2023	Mar. 31, 2024	Dec. 31, 2023	Jan. 31, 2024	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, shares authorized	350,000,000	275,000,000	275,000,000
Common stock par value		$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	75,000,000	75,000,000	75,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding		0	0
Common stock voting rights		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.
Common stock, shares outstanding		20,221,589	16,019,256
Maximum [Member]
Class of Stock [Line Items]
Common stock, shares authorized		275,000,000
Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Percentage of lowest daily Volume Weighted Average Price	90.00%
Description of equity facility financing agreement		500,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance;
Fair value of SEPA option		$ 0	$ 0
Commitment fee payable	$ 500,000
Maximum floor price	$ 2			$ 2
Maximum percentage of closing price on trading day	75.00%
Floor price adjustment	The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement.
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares outstanding		20,221,589	16,019,256
Common stock shares issued		20,221,589	16,019,256
Class A Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares outstanding		17,910,455	13,708,122
Common stock shares issued		17,910,455	13,708,122
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock par value	$ 0.0001
Percentage of voting power	9.99%
Percentage of outstanding shares	19.99%
Percentage of shares outstanding at the date of advance notice	9.99%
Total consideration payable in shares of class A common stock	$ 100,000,000
Percentage of average daily Volume Weighted Average Price	95.00%
Percentage of lowest daily Volume Weighted Average Price	96.00%
Shares issued as payment of deferred fee		710,025
Common stock price per share	$ 10
Maximum conversion price	$ 2
Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares outstanding		2,311,134	2,311,134
Common stock shares issued		2,311,134	2,311,134
Class B Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock par value	$ 0.0001
Percentage of outstanding shares	19.99%

Debt - Additional Information (Details) - USD ($)						3 Months Ended		12 Months Ended
Debt - Additional Information (Details) - USD ($)	Dec. 14, 2023	Dec. 13, 2023	Nov. 16, 2023	Oct. 03, 2023	Sep. 13, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Debt discount upon issuance	$ 200,000
2022 Convertible Notes [Member]
Debt Instrument [Line Items]
Interest expense							$ 151,624
Debt related commitement fees and debt issuance costs							116,907
Interest expense debt							34,717
Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Interest expense						$ 0
Yorkville Convertible Notes [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	0.00%
Debt instrument, maturity date	Jun. 14, 2024
Series A Preferred Stock [Member] \| Alco [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage								5.00%	5.00%
Series A Preferred Stock [Member] \| Minimum [Member] \| DNX [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage								5.00%	5.00%
Class A Common Stock [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted						788,211
Alco September Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate					8.00%
Debt instrument, maturity date					Sep. 30, 2024
Debt discount upon issuance					$ 638,808
Interest expense						$ 91,563
Debt related commitement fees and debt issuance costs						61,645
Interest expense debt						29,918
Alco September Promissory Note [Member] \| Weighted Average [Member]
Debt Instrument [Line Items]
Percentage of discount lack of marketability		9.00%	11.50%	11.50%	12.50%
Alco November Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			8.00%
Debt instrument, maturity date			Apr. 13, 2024
Interest expense						248,285
Debt related commitement fees and debt issuance costs						233,326
Interest expense debt						14,959
Alco December Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		8.00%
Debt instrument, maturity date		Dec. 31, 2024
Debt related commitement fees and debt issuance costs						192,326
Interest expense debt						39,890
Nonrelated Party [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate								8.00%	8.00%
Debt instrument, convertible terms								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).	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).
Interest expense						$ 451,399	537,878
Related Party Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate								8.00%	8.00%
Debt discount upon issuance							707,000
Interest expense							383,284
Debt related commitement fees and debt issuance costs							292,862
Interest expense debt							$ 90,422

Deferred Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Changes in Deferred Revenue

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


	Three Months Ended			Year Ended
	March 31, 2024			December 31, 2023
Deferred revenue, beginning of period	$	1,214,096		$	930,436
Billings		1,110,682			4,781,924
Revenue recognized (prior year deferred revenue)		(861,496	)		(930,436	)
Revenue recognized (current year deferred revenue)		(217,976	)		(3,567,828	)
Deferred revenue, end of period	$	1,245,306		$	1,214,096

The deferred revenue balance is short-term and included under current liabilities on the accompanying unaudited condensed consolidated balance sheet.

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Mar. 31, 2024	Mar. 31, 2023
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits		$ 0	$ 0
Forecast [Member]
Operating Loss Carryforwards [Line Items]
Effective tax rate, percentage	0.00%

Going Concern

3 Months Ended

Mar. 31, 2024

Going Concern

2. Going Concern

As of March 31, 2024 the Company had cash of approximately $1.0 million. For the three months ended March 31, 2024, the Company used approximately $2.1 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 March 31, 2024, the Company had an accumulated deficit of approximately $51.3 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 obtaining future debt and equity financings associated with the close of the Merger described in Note 4 - Reverse Merger Capitalization with 7GC & Co. Holdings Inc.. 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.

Going Concern - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash	$ 1,000,000
Cash flows from operating activities	(2,116,786)	$ (1,479,171)
Accumulated deficit	$ (51,266,596)		$ (46,766,324)

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).

Revenue - Additional Information (Details) - USD ($)	3 Months Ended
Revenue - Additional Information (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Payment term	30 days
Accounts receivable contractual term	The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer.
Commission expenses	$ 82,142	$ 99,376
Capitalized commissions	$ 38,462	$ 54,376	$ 51,472	$ 69,737
Demio [Member]
Disaggregation of Revenue [Line Items]
Performance obligations, timing	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 [Member]
Disaggregation of Revenue [Line Items]
Performance obligations, timing	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.

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.

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation

16. Stock-Based Compensation

During 2023, the Company adopted the 2023 Equity Incentive Plan (the “Plan”). The Plan permits the granting of incentive stock options, nonstatutory stock options, SARs, restricted stock awards, RSU awards, performance awards, and other awards. to employees, directors, and consultants. The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger. In addition, the aggregate number of shares of common stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to 5% of the total number of shares of the fully diluted common stock determined as of the day prior to such increase. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is approximately three times the total number of shares of common stock initially reserved for issuance. As of March 31, 2024 and December 31, 2023, 2,848,823 and 572,172 stock options remain available to be awarded under the Plan, respectively.

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.

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


	March 31, 2024			March 31, 2023
Stock price	$	0.61		$8.22 - 8.58
Exercise price	$	0.61		$	11.98
Expected volatility	75.0 - 76.0%			80.00 - 81.13%
Expected term (in years)	5.75 - 6.08			5.25 - 6.08
Risk-free interest rate		4.2	%	4.28 - 4.31%

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, 2023		748,086		$	5.87		8.43	$	103,662
Granted		54,000			0.61		10.00
Exercised		—			—
Expired		—			—
Forfeited		(714	)		2.82
Outstanding at March 31, 2024		801,372		$	5.52		8.31	$	13,245
Exercisable at March 31, 2024		344,304		$	4.23		7.31	$	13,191

In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $252,967 and $402,448, which is included in general and administrative expense for the three months ended March 31, 2024 and 2023, respectively. The weighted-average grant-date fair value per option granted during the three months ended March 31, 2024 and 2023 was $0.61 and $8.48, respectively. As of March 31, 2024 and 2023, $2,364,604 and $2,644,032 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 1.37 and 3.14 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.

RSUs

During the three months ended March 31, 2024, the Company began issuing RSUs to non-employee directors. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. We measure the fair value of RSUs using the stock price on the date of grant. Stock-based compensation expense for RSUs is recorded ratably over their vesting period.

A summary of the activity with respect to, and status of, RSUs during the three months ended March 31, 2024 is presented below:


	Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		—	$	—
Granted		673,253		0.61
Vested		—		—
Forfeited		—		—
Outstanding at March 31, 2024		673,253	$	0.61

As of March 31, 2024, unrecognized compensation cost related to the grant of RSUs was $411,358. Unvested outstanding RSUs as of March 31, 2024 had a weighted average remaining vesting period of 1 year.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. 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 0.51 years as of March 31, 2024 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.

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.

The components of lease expense, are as follows:


	For the Three Months Ended March 31,
Components of lease expense:	2024			2023
Operating lease cost	$	47,244		$	51,448
Sublease income		(52,542	)		(51,083	)
Total lease (income) cost	$	(5,298	)	$	366

Supplemental cash flow information related to leases are as follows:


	For the Three Months Ended March 31,
Supplemental cash flow information:	2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	43,705		$	43,086
Change in lease liabilities (operating cash flow)		(75,078	)		(68,373	)

Supplemental balance sheet information related to leases was as follows:


Operating leases:	March 31, 2024		December 31, 2023
Operating lease right-of-use assets	$	90,308	$	134,013
Operating lease liability, current		158,965		234,043
Total operating lease liabilities	$	158,965	$	234,043


Weighted-average remaining lease term:	March 31, 2024		December 31, 2023
Operating leases (in years)		0.51		0.76


Weighted-average discount rate:	March 31, 2024			December 31, 2023
Operating leases		6.78	%		6.76	%

Future minimum lease payments under non-cancellable lease as of March 31, 2024, are as follows:


Maturities of lease liabilities:
Year Ending December 31,
Remainder of 2024	$	162,202
Total undiscounted cash flows		162,202
Less discounting		(3,237	)
Present value of lease liabilities	$	158,965

Cantor Fee Agreement

In connection with the Merger, 7GC previously agreed to pay Cantor an Original Deferred Fee of $8,050,000 as deferred underwriting commissions. On November 8, 2023, Cantor and 7GC entered into a Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the $8,050,000 Original Deferred Fee, with the remaining $4,000,000 Reduced Deferred Fee payable by Banzai to Cantor following the Closing of the Merger.

Pursuant to the Fee Reduction Agreement, the Company agreed to use its reasonable best efforts to have the registration statement declared effective by the SEC by the 120th calendar day after December 29, 2023, the date of the initial filing thereof, and to maintain the effectiveness of such registration statement until the earliest to occur of (i) the second anniversary of the date of the effectiveness thereof, (ii) the Cantor Fee Shares shall have been sold, transferred, disposed of or exchanged by Cantor, and (iii) the Cantor Fee Shares issued to Cantor may be sold without registration pursuant to Rule 144 under the Securities Act (such obligations, the “Cantor Registration Rights Obligations”).

Although the Company issued the Cantor Fee Shares, as of March 31, 2024, the Company has not satisfied its Cantor Registration Rights Obligations. As such, the Company cannot conclude that it has settled its outstanding obligations to Cantor. Therefore, neither criteria under ASC 405 for extinguishment and derecognition of the liability were satisfied and the $4,000,000 Reduced Deferred Fee remained outstanding as a current liability on the Company’s March 31, 2024 condensed consolidated balance sheet.

At each interim and annual period after December 31, 2023, the Company will monitor its compliance with the Cantor Registration Rights Obligations to determine whether the entire amount of the Reduced Deferred Fee has become due and payable in cash, or the Company’s obligations have been satisfied and the remaining liability should be derecognized. At such time as the Company's obligations under the Fee Reduction Agreement have been satisfied the relief of the liability will be recorded through equity.

Roth Addendum to Letter Agreements

On October 13, 2022, Roth Capital Partners, LLC ("Roth") and Legacy Banzai entered into the Roth Engagement Letter, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Merger and, on October 14, 2022, MKM and 7GC entered into the MKM Engagement Letter, pursuant to which 7GC engaged MKM as a financial advisor in connection with the Merger. In February 2023, Roth acquired MKM. On December 8, 2023, the Company received an invoice from Roth for an advisory fee in the amount of $1,100,000 as well as transaction expenses reimbursable to Roth amounting to $6,813. As of December 31, 2023, the Company recorded a liability for the total advisory fee of $1,106,813 to accrued expenses.

On February 2, 2024, the Company and Roth entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC (such engagement agreements, collectively, the “Roth Engagement Agreements,” and such addendum, the “Roth Addendum”). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock on February 2, 2024, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares (which may be more or less than 600,000) that may occur pursuant to the Roth Addendum. This registration statement became effective on February 14, 2024. The $300,000 cash payment has not yet been made as of the date of filing of these condensed consolidated financial statements.

On February 2, 2024, the Company issued the 175,000 Roth Shares with a fair value of $278,833 on the date of issuance. As neither the remaining $300,000 cash payment, nor any Additional Roth Shares had been paid or issued to Roth, as of March 31, 2024, $300,000 will remain as an accrued expense on the Company’s condensed consolidated balance sheet, payable to Roth on or before June 30, 2024. Therefore, the 175,000 shares are determined to settle $806,813 of the obligation recognized as of December 31, 2023, resulting in gain

of $577,513 that has been recognized as a gain on extinguishment of liability on the Company's condensed consolidated statement of operations.

Legal Matters

In the regular course of business affairs and operations, the Company is subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. The Company assesses the probability that they may incur a liability in connection with certain of these lawsuits. The Company's assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, the Company does not currently possess sufficient information to determine a range of reasonably possible liability.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

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


	March 31, 2024		December 31, 2023
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,162,984	$	1,511,889
Accrued subscription costs		489,972		22,110
Sales tax payable		338,402		314,873
Excise tax payable		223,717		223,717
Accrued legal costs		153,884		2,694,439
Accrued payroll and benefit costs		93,513		185,504
Accrued streaming service costs		56,380		37,765
Deposits		54,102		54,102
Other current liabilities		289,760		149,841
Total accrued expenses and other current liabilities	$	3,862,714	$	5,194,240

Reverse Merger Capitalization with 7GC & Co. Holdings Inc.

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Reverse Merger Capitalization with 7GC & Co. Holdings Inc.

4. Reverse Merger Capitalization with 7GC & Co. Holdings Inc.

On December 14, 2023 (the "Closing Date"), Banzai consummated the previously announced Merger with 7GC, as a result of which Banzai became a wholly-owned subsidiary of 7GC. While 7GC was the legal acquirer of Banzai in the merger, for accounting purposes, Legacy Banzai was deemed to be the accounting acquirer in the merger. The determination was primarily based on Legacy Banzai’s stockholders having a majority of the voting power in the combined Company, Legacy Banzai having the ability to appoint a majority of the Board of Directors of the Company, Legacy Banzai’s existing management team comprising the senior management of the combined Company, Legacy Banzai comprising the ongoing operations of the combined Company and the combined Company assumed the name “Banzai International, Inc.”. Accordingly, for accounting purposes, the merger was treated as the equivalent of Legacy Banzai issuing stock for the net assets of 7GC, accompanied by a recapitalization. The net assets of 7GC are stated at historical cost, with no goodwill or other intangible assets recorded.

Retroactive Restatement for Conversion of Common Stock and Series A Preferred Stock by Applying Exchange Ratio

Upon the closing of the merger, holders of Legacy Banzai common stock and Series A preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods, prior to the merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Banzai’s stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Banzai’s outstanding Series A preferred stock and Legacy Banzai’s common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio of approximately 0.6147 established in the merger. Legacy Banzai’s Series A preferred stock previously classified as temporary equity was retroactively adjusted, converted into common stock and reclassified to permanent equity as a result of the reverse recapitalization. The consolidated assets, liabilities, and results of operations prior to the merger are those of Legacy Banzai.

The aggregate consideration payable to securityholders of Banzai at the Closing Date was equal to $100,000,000. Holders of 3,207,428 shares of 7GC's Class A common stock, par value $0.0001 per share ("7GC Class A Common Stock"), exercised their right to redeem their shares for cash at a redemption price of approximately $10.76 per share, for an aggregate redemption amount of $34,524,065. Immediately prior to the Closing Date, each share of Banzai's Preferred Stock that was issued and outstanding was automatically converted into one share of Banzai's Class A Common Stock, par value $0.0001 per share. Each share of Banzai's Class B Common Stock that was not held by the Chief Executive Officer of the Company converted to one share of Banzai's Class A Common Stock, while the Chief Executive Officer received Class B Common Stock.

On the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time was cancelled and no consideration was delivered therefore.

Upon the closing of the merger, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 350,000,000 shares, consisting of 250,000,000 shares of Class A Common Stock, 25,000,000 shares of Class B Common Stock, and 75,000,000 shares of Preferred Stock, all having a par value of $0.0001 per share. As of March 31, 2024, there were 20,221,589 shares of Common Stock and no shares of Preferred Stock outstanding.

Effect of Merger on Class A and Class B Common Stock

Upon the Close of the Merger, holders of Legacy Banzai common stock and Series A preferred stock were converted into shares of common stock in an amount determined by application of the Exchange Ratio. As noted above, the equity structure has been restated in all comparable periods, prior to the Merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Banzai’s stockholders in connection with the Merger.

Warrant Liabilities - Additional Information (Details) - USD ($)		3 Months Ended
	Dec. 14, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 15, 2023
Warrant Liabilities [Line Items]
Warrants exercise price, description		The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the Merger Closing Date. 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.
Warrants become exercisable, description		Once the Public Warrants become exercisable, the Company may redeem the outstanding Public 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 closing price per share of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “- Warrants—Public Stockholder Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Contractual term		60 days
Common stock, value, issued		$ 2,022	$ 1,602
Fair value of warrants		$ 233,000	641,000
Gem Agreement [Member] \| Gem Warrant [Member]
Warrant Liabilities [Line Items]
Warrants exercise price				$ 6.49
Warrants exercise price, description		The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment.
Warrants purchased				828,533
Class of warrants or rights threshold limit for the then issued and outstanding shares of Common Stock				9.99%
Gem Agreement [Member] \| GEM Term Sheet [Member]
Warrant Liabilities [Line Items]
Convertible debenture maturity period	5 years
Coupon rate	0.00%
Commitment fee expense			$ 2,000,000
Class A Common Stock [Member] \| Gem Agreement [Member] \| GEM Term Sheet [Member] \| Gem Warrant [Member]
Warrant Liabilities [Line Items]
Percentage of right to convert warrant to common shares	3.00%
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding		11,500,000	11,500,000
Warrants exercise price		$ 11.5
Warrant expiration period		5 years
Public Warrants [Member] \| Redemption of Warrants When Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member]
Warrant Liabilities [Line Items]
Redemption trigger price		$ 18
Public Warrants [Member] \| Class A Common Stock [Member]
Warrant Liabilities [Line Items]
Warrants exercisable		0
Redemption trigger price		$ 18
Fractional shares issued upon exercise of common stock		0

Reverse Merger Capitalization with 7GC & Co. Holdings Inc. - Additional Information (Details)	Dec. 14, 2023 USD ($) $ / shares shares	Mar. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 13, 2023 $ / shares	Dec. 31, 2022 $ / shares
Business Acquisition [Line Items]
Preferred stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock par value \| $ / shares		$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	350,000,000	275,000,000	275,000,000
Preferred stock, shares authorized	75,000,000	75,000,000	75,000,000
Common stock, shares outstanding		20,221,589	16,019,256
Preferred stock, shares outstanding		0	0
Common Class A [Member]
Business Acquisition [Line Items]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares outstanding		17,910,455	13,708,122
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares	$ 0.0001
Common Class B [Member]
Business Acquisition [Line Items]
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares outstanding		2,311,134	2,311,134
Common Class B [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares	$ 0.0001
Common Stock [Member]
Business Acquisition [Line Items]
Common stock, shares outstanding		20,221,589	16,019,256
7GC Class A Common Stock [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares	$ 0.0001
Number of shares held by security holders	3,207,428
Redemption price per share \| $ / shares	$ 10.76
Aggregate redemption amount \| $	$ 34,524,065
Banzai International Inc [Member]
Business Acquisition [Line Items]
Exchange ratio	0.6147
Aggregate consideration payable to security holders \| $	$ 100,000,000
Banzai International Inc [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares				$ 0.0001
Banzai International Inc [Member] \| Common Class B [Member]
Business Acquisition [Line Items]
Common stock, convertible, conversion ratio	1
Banzai International Inc [Member] \| Legacy Banzai Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred stock, convertible, conversion ratio				1
Banzai International Inc [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares	$ 0.0001

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating income:
Revenue	$ 1,079,472	$ 1,177,061
Cost of revenue	381,380	412,226
Gross profit	698,092	764,835
Operating expenses:
General and administrative expenses	4,308,929	3,170,063
Depreciation expense	1,564	2,404
Total operating expenses	4,310,493	3,172,467
Operating loss	(3,612,401)	(2,407,632)
Other expenses (income):
GEM settlement fee expense	200,000	0
Other income, net	(4,118)	(62,538)
Interest income	(10)	(111)
Gain on extinguishment of liability	(527,980)	0
Loss on debt issuance	171,000
Change in fair value of convertible notes	544,000	0
Total other expenses, net	888,804	1,354,213
Loss before income taxes	(4,501,205)	(3,761,845)
Income tax (benefit) expense	(933)	3,277
Net loss	$ (4,500,272)	$ (3,765,122)
Net loss per share
Basic	$ (0.26)	$ (0.59)
Diluted	$ (0.26)	$ (0.59)
Weighted average common shares outstanding
Basic	17,355,609	6,382,180
Diluted	17,355,609	6,382,180
Nonrelated Party [Member]
Other expenses (income):
Interest expense	$ 451,399	$ 537,878
Change in fair value of warrant liability	(408,000)	0
Change in fair value of simple agreement for future equity	0	22,861
Change in fair value of bifurcated embedded derivative liabilities	0	32,415
Related Party [Member]
Other expenses (income):
Interest expense	577,513	383,284
Change in fair value of warrant liability	(115,000)	0
Change in fair value of simple agreement for future equity	0	303,139
Change in fair value of bifurcated embedded derivative liabilities	$ 0	$ 137,285

Debt - Summary of Convertible Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Face value of the convertible notes	$ 1,821,345	$ 1,821,345
Debt discount, net	(34,531)	(41,983)
Convertible Notes Payable, Total	1,786,814	1,779,362
Accrued interest	1,023,075	914,479
Total convertible notes and accrued interest	$ 2,809,889	$ 2,693,841

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.

Derivative Warrant Liabilities [Line Items]

Deferred Revenue - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred Revenue Disclosure [Abstract]
Recognition of deferred revenue	$ 861,496	$ 930,436

Derivative Warrant Liabilities

3 Months Ended

Mar. 31, 2024

Warrant Liabilities

12. Warrant Liabilities

Public Warrants

The Company assumed 11,500,000 Public Warrants in the Merger which remained outstanding as of March 31, 2024. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the Merger Closing Date. 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.

The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a Public Warrant unless the shares of Class A Common Stock issuable upon such Public Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. The Resale Registration statement went effective on February 14, 2024. As the Resale Registration Statement was declared effective within the contractual 60-day term upon closing of the Merger, no "cashless basis" exercises were triggered during the period ended March 31, 2024.

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $18.00

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public 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 closing price per share of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “- Warrants—Public Stockholder Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “-Warrants—Public Stockholder Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Public Warrant exercise price after the redemption notice is issued.

No fractional shares of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder.

GEM Financing Arrangement

In association with the GEM Letter, see Note 11 - Debt for further details, at Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant granting GEM the right to purchase 828,533 shares at an exercise price of $6.49 per share. The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment.

The Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period.

The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). As of March 31, 2024 and December 31, 2023, the fair value of the Warrants, as determined by the Monte Carlo simulation option pricing model, were $233,000 and $641,000, respectively.

If the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and

the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock.

The GEM Warrant may not be exercised if such exercise would result in the beneficial ownership of the holder and its affiliates in excess of 9.99% of the then-issued and outstanding shares of Common Stock.

Simple Agreements for Future Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Simple Agreements for Future Equity

13. 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, DNX and William Bryant (See Note 11 - Debt, for a 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 $3,567,000. 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 $3,567,000. Subsequent changes in fair value at each reporting period are recognized in the consolidated statement of operations. For the three months ended March 31, 2023, the Company recognized a loss of $303,139 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 December 14, 2023, all outstanding principal related to the Related Party SAFEs at a carrying value of $6,049,766 converted into 551,949 shares the Company’s Class A Common Stock pursuant to the close of the Merger Agreement and application of the exchange ratio.

Simple Agreements for Future Equity - Third Party

During 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 $269,000. 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 $269,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the three months ended March 31, 2023, the Company recognized a loss of $22,861 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 December 14, 2023, all outstanding principal related to the Third Party SAFEs at a carrying value of $456,234 converted into 41,626 shares the Company’s Class A Common Stock pursuant to the close of the Merger Agreement and application of the exchange ratio.

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss attributable to common stock - basic	$ (4,500,272)	$ (3,765,122)
Net loss attributable to common stock - diluted	$ (4,500,272)	$ (3,765,122)
Denominator:
Weighted average shares - basic	17,355,609	6,382,180
Weighted average shares - diluted	17,355,609	6,382,180
Net loss per share attributable to common stock - basic	$ (0.26)	$ (0.59)
Net loss per share attributable to common stock - diluted	$ (0.26)	$ (0.59)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Components of Lease Expense

The components of lease expense, are as follows:


	For the Three Months Ended March 31,
Components of lease expense:	2024			2023
Operating lease cost	$	47,244		$	51,448
Sublease income		(52,542	)		(51,083	)
Total lease (income) cost	$	(5,298	)	$	366

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases are as follows:


	For the Three Months Ended March 31,
Supplemental cash flow information:	2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	43,705		$	43,086
Change in lease liabilities (operating cash flow)		(75,078	)		(68,373	)

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:


Operating leases:	March 31, 2024		December 31, 2023
Operating lease right-of-use assets	$	90,308	$	134,013
Operating lease liability, current		158,965		234,043
Total operating lease liabilities	$	158,965	$	234,043


Weighted-average remaining lease term:	March 31, 2024		December 31, 2023
Operating leases (in years)		0.51		0.76


Weighted-average discount rate:	March 31, 2024			December 31, 2023
Operating leases		6.78	%		6.76	%

Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease

Future minimum lease payments under non-cancellable lease as of March 31, 2024, are as follows:


Maturities of lease liabilities:
Year Ending December 31,
Remainder of 2024	$	162,202
Total undiscounted cash flows		162,202
Less discounting		(3,237	)
Present value of lease liabilities	$	158,965

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

Warrant Liabilities

Warrant Liability - related party

Warrant Liability

Loss Per Share

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


	For the Three Months Ended March 31,
	2024			2023
Numerator:
Net loss attributable to common stock—basic and diluted	$	(4,500,272	)	$	(3,765,122	)
Denominator:
Weighted average shares—basic and diluted		17,355,609			6,382,180
Net loss per share attributable to common stock—basic and diluted	$	(0.26	)	$	(0.59	)

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 March 31,
	2024		2023
Options		801,372		670,247
Public warrants		11,500,000		—
GEM warrants		828,533		—
Total		13,129,905		670,247

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.

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Basic and Diluted Net Loss Per Share

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


	For the Three Months Ended March 31,
	2024			2023
Numerator:
Net loss attributable to common stock—basic and diluted	$	(4,500,272	)	$	(3,765,122	)
Denominator:
Weighted average shares—basic and diluted		17,355,609			6,382,180
Net loss per share attributable to common stock—basic and diluted	$	(0.26	)	$	(0.59	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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 March 31,
	2024		2023
Options		801,372		670,247
Public warrants		11,500,000		—
GEM warrants		828,533		—
Total		13,129,905		670,247

Subsequent Events - Additional Information (Details) - USD ($)							3 Months Ended	12 Months Ended
	May 15, 2024	May 14, 2024	May 03, 2024	May 02, 2024	May 01, 2024	Apr. 18, 2024	Mar. 31, 2024	Dec. 31, 2023	May 06, 2024	Mar. 31, 2023
Subsequent Event [Line Items]
Common stock, shares issued							20,221,589	16,019,256
Exercise price							$ 0.61			$ 11.98
Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares issued							17,910,455	13,708,122
Debt Repayment Agreement [Member]
Subsequent Event [Line Items]
Debt repayment agreement description							On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the "Debt Repayment Agreement") acknowledging as of the effective date of the Debt Repayment Agreement, that the February Promissory Note had been fully repaid and as of the effective date, $2,800,000 of principal remains outstanding under the Yorkville Promissory Notes. Pursuant to the Debt Repayment Agreement, Yorkville shall not (i) deliver any Investor Notice (as defined above pursuant to the SEPA), or (ii) exercise its right to convert all or any portion of any outstanding Promissory Notes after the effective date, for the duration of the standstill period (the "Standstill"). The Standstill is such that within three (3) business days upon the closing of a registered offering, the Company shall (i) pay to Yorkville certain repayment proceeds against outstanding Promissory Notes then-outstanding, and (ii) deliver to Yorkville an Advance Notice. Yorkville has agreed that on the date of such a closing of a registered offering, for ninety (90) days after the closing, (A) it will (i) deliver to the Company and Investor Notice pursuant to the SEPA, or (ii) exercise its Conversion Right and (B) any obligation of the Company to make any monthly payments of the Promissory Notes shall be suspended for the duration of the Standstill period. Additionally, the Company and Yorkville have agreed that upon commencement of the Standstill period, the Floor Price pursuant to the then-outstanding Promissory Notes, shall be adjusted to a price to be mutually agreed between the Company and Yorkville, and upon commencement of the Standstill period, the maturity date of each of the then-outstanding Promissory Notes shall be extended by one hundred and twenty (120) days after the closing of such a registered offering. On May 6, 2024, the Company issued 320,000 shares of the Company's Class A common stock as compensation pursuant to a business development and general consulting services agreement entered into in April 2024.
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock, shares issued									320,000
Subsequent Event [Member] \| GEM Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares issued					260,443
Subsequent Event [Member] \| Standby Equity Purchase Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares issued				334,336
Purchase amount				$ 100,000
Purchase price per share				$ 0.2991
Offset amount				$ 100,000
Subsequent Event [Member] \| Debt Repayment Agreement [Member]
Subsequent Event [Line Items]
Principal amount outstanding			$ 2,800,000
Subsequent Event [Member] \| Alco November Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date range, end						May 31, 2024
Subsequent Event [Member] \| Pre-Paid Yorkville Convertible Notes [Member]
Subsequent Event [Line Items]
Purchase of common shares	360,136
Aggregate purchase consideration	$ 100,000
Debt instrument conversion price per share	$ 0.28
Executive Employees [Member] \| 2023 Equity Incentive Plan [Member] \| Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Vesting period		10 years
Executive Employees [Member] \| 2023 Equity Incentive Plan [Member] \| Subsequent Event [Member] \| Common Class A [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Exercise price		$ 1
Executive Employees [Member] \| 2023 Equity Incentive Plan [Member] \| Subsequent Event [Member] \| Common Class A [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Grant of options for purchase of shares		1,200,000
Exercise price		$ 5
Employees and Outside Contractors [Member] \| 2023 Equity Incentive Plan [Member] \| Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Vesting period		10 years
Employees and Outside Contractors [Member] \| 2023 Equity Incentive Plan [Member] \| Subsequent Event [Member] \| Common Class A [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Grant of options for purchase of shares		144,500
RSUs
Subsequent Event [Line Items]
Number of shares issued							673,253
RSUs \| Employees and Outside Contractors [Member] \| 2023 Equity Incentive Plan [Member] \| Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Vesting period		4 years
Number of shares issued		219,290

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

11. Debt

Convertible Notes

Convertible Notes - Related Party

During 2022 and 2023, the Company issued subordinated convertible promissory notes to related parties Alco Investment Company (“Alco”), Mason Ward, DNX, and William Bryant. Alco held approximately 5% of the issued equity of the Company, through its ownership of Series A preferred stock. DNX held in excess of 5% of the issued equity of the Company, through its ownership of Series A preferred stock. William Bryant became 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).

During the quarter ending March 31, 2023, the Company recorded a $707,000 debt discount upon issuance of additional Related Party Convertible Notes. For the three months ended March 31, 2023, interest expense on the Related Party Convertible Notes totaled $383,284, comprised of $90,422 of contractual interest and $292,862 for the amortization of the discount.

March 2023 Amendment

In March 2023, the 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.

Convertible Notes - Third Party

During 2022 and 2023, the Company issued additional subordinated convertible notes (the “Third Party Convertible Notes”). 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).

For the three months ended March 31, 2023, interest expense on the Third Party Convertible Notes totaled $151,624, comprised of $34,717 of contractual interest and $116,907 for the amortization of the discount.

March 2023 Amendment

In March 2023, the 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.

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023:


	Related Party			Third Party
Face value of the convertible notes	$	6,783,538		$	3,196,206
Debt discount, net		(131,867	)		(83,688	)
Carrying value of the convertible notes		6,651,671			3,112,518
Accrued interest		619,697			233,714
Conversion of convertible notes		(7,271,368	)		(3,346,232	)
Total convertible notes and accrued interest	$	—		$	—

Promissory Notes

Promissory Notes - Related Party

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 its ownership of over 10% of the issued equity of the Company, through its ownership of Series A preferred stock. 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 April 29, 2024. The Company recorded a $3,711 debt discount upon issuance of the Alco August Promissory Note. For the three months ended March 31, 2024, interest expense on the Alco August Promissory Note totaled $5,449, comprised of $2,991 of contractual accrued interest and $2,458 for the amortization of the discount. As of March 31, 2024 and December 31, 2023, $150,000 of principal and $7,035 and $4,044, respectively, of accrued interest is outstanding under the Alco August Promissory Note recorded in note payable - related party on the 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 September 30, 2024. The Company recorded $8,588 of debt issuance costs and a $638,808 debt discount upon issuance of the Alco September Promissory Note, relating to the share transfer agreements, see below. For the three months ended March 31, 2024, interest expense on the Alco September Promissory Note totaled $91,563, comprised of $29,918 of contractual accrued interest and $61,645 for the amortization of the discount. As of March 31, 2024 and December 31, 2023, $1,500,000 of principal and $60,493 and $30,575, respectively, of accrued interest is outstanding under the Alco September Promissory Note recorded in note payable - related party on the balance sheets.

On November 16, 2023, the Company issued a subordinate promissory note (“Alco November Promissory Note”) in the aggregate principal amount of up to $750,000 to Alco Investment Company, a related party. The Alco November Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on April 13, 2024. The Company recorded a $363,905 debt discount upon issuance of the Alco November Promissory Note relating to the share transfer agreements, see below. For the three months ended March 31, 2024, interest expense on the Alco November Promissory Note totaled $248,285, comprised of $14,959 of contractual accrued interest and $233,326 for the amortization of the discount. As of March 31, 2024 and December 31, 2023, $750,000 of principal and $22,356 and $7,397, respectively, of accrued interest is outstanding under the Alco November Promissory Note recorded in note payable - related party on the consolidated balance sheets.

On December 13, 2023, the Company issued a subordinate promissory note (“Alco December Promissory Note”) in the aggregate principal amount of up to $2,000,000 to Alco Investment Company, a related party. The Alco December Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on December 31, 2024. The Company recorded a $1,496,252 debt discount upon issuance of the Alco December Promissory Note, relating to the share transfer agreements, see below. For the three months ended March 31, 2024, interest expense on the Alco December Promissory Note totaled $232,216, comprised of $39,890 of contractual accrued interest and $192,326 for the amortization of the discount. As of March 31, 2024 and December 31, 2023, $2,000,000 of principal and $47,780 and $7,890, respectively, of accrued interest is outstanding under the Alco December Promissory Note recorded in note payable – related party on the consolidated balance sheets.

In connection with the issuances of the Alco September, November, and December Promissory Notes, the Company, 7GC and the Sponsor entered into share transfer agreements (the “Alco Share Transfer Agreements”) with Alco Investment Company. Pursuant to which for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively. Pursuant to the Alco Share Transfer Agreements, the shares are subject to an 180-day lock-up period upon issuance of the shares.

For the Alco Share Transfer Agreements, the Company considered the guidance under ASC 815, Derivatives and Hedging, and determined that the Investor Shares underlying each of the Share Transfer Agreements described above, met the definition of a freestanding financial instrument and are not precluded from being considered indexed to the Company’s common stock. The Company determined that these shares represent a freestanding equity contract issued to the lender, resulting in a discount recorded on the notes when they are issued.

Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the “DLOM”) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic

behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Company’s stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Company’s expected percentage of completing its Business Combination, at each Share Transfer Agreement date.

For the Alco September Promissory Note, of which $1,000,000 was drawn on September 13, 2023, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 272 days (approximately 0.77 years) measured from the date of issuance of the $1,000,000 of proceeds under the September Note through the issuance of the shares under the Alco October Share Transfer Agreement on December 14, 2023 at which time the 180-day lock-up period commenced; a re-levered equity volatility estimated using guideline public companies of 54.0%; and a risk-free rate commensurate with the term of 5.3%. The put option models provided a DLOM range of 10.7% to 16.0% and the concluded DLOM was estimated to be 12.5%. The Company’s expected percentage of completing the Merger on this date was 80%.

For the remaining $500,000 drawn on the Alco September Promissory Note on October 3, 2023, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 252 days (approximately 0.72 years) measured from the date of issuance of the remaining $500,000 of proceeds under the September Note through the issuance of the shares under the Alco October Share Transfer Agreement on December 14, 2023 at which time the 180-day lock-up period commenced; a re-levered equity volatility estimated using guideline public companies of 52.0%; and a risk-free rate commensurate with the term of 5.4%. The put option models provided a DLOM range of 10.0% to 15.0% and the concluded DLOM was estimated to be 11.5%. The Company’s expected percentage of completing the Merger on this date was 80%.

For the Alco November Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 208 days (approximately 0.60 years) measured from the issuance date of the November Note through the issuance of the shares under the November 2023 Share Transfer Agreement on December 14, 2023 at which time the 180-day lock-up period commenced; a re-levered equity volatility estimated using guideline public companies of 54.0%; and a risk-free rate commensurate with the term of 5.2%. The put option models provided a DLOM range of 9.5% to 15.0% and the concluded DLOM was estimated to be 11.5%. The Company’s expected percentage of completing the Merger on this date was 100%.

For the Alco December Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 180 days (approximately 0.49 years) measured from the issuance date of the December Note through the issuance of the shares under the December 2023 Share Transfer Agreement on December 14, 2023 at which time the 180-day lock-up period commenced; a re-levered equity volatility estimated using guideline public companies of 47.0%; and a risk-free rate commensurate with the term of 5.2%. The put option models provided a DLOM range of 7.5% to 12.0% and the concluded DLOM was estimated to be 9.0%. The Company’s expected percentage of completing its Business Combination on this date was 100%.

Promissory Notes - 7GC

The Company assumed two promissory notes in connection with the Merger which remained outstanding as of December 31, 2023. On February 9, 2024, the $2,540,091 balance was converted into 890,611 shares the Company’s Class A Common Stock pursuant to the terms in the 7GC Promissory Notes.

Promissory Note - GEM

On December 14, 2023, the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) agreed to terminate in its entirety the GEM Agreement, pursuant to which GEM was to purchase from the Company shares of common stock having an aggregate value up to $100,000,000 and the Company was required to make and execute a warrant ("GEM Warrant"). The Company’s obligation to issue the GEM Warrant remained, granting GEM the right to purchase Class A Common Stock in an amount equal to 3% of the total number of equity interests outstanding as of the Closing, calculated on a fully diluted basis, at an exercise price on the terms and conditions set forth therein, in exchange for issuance of a $2.0 million convertible debenture with a five-year maturity and 0% coupon. Due to the determination of the final terms of the planned $2.0 million convertible debenture having not been finalized, nor the final agreement related to the convertible debenture having been executed, as of December 31, 2023, the Company recognized, concurrent with the close of the merger, a liability for the GEM commitment fee, along with a corresponding GEM commitment fee expense, in the amount of $2.0 million.

On February 5, 2024, the Company and GEM entered into a settlement agreement (the “GEM Settlement Agreement”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $1.2 million in cash within three business days of the GEM Settlement Agreement and (ii) issued to GEM, on February 5, 2024, an unsecured promissory zero coupon note in the amount

of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the “GEM Promissory Note”). The Company paid GEM the $1.2 million in cash in February 2024.

The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 2,000,000 shares of Class A Common Stock that may be issuable under the terms of the GEM Promissory Note. The GEM Promissory Note contains customary events of default. If an event of default occurs, GEM may, at its option, demand from the Company immediate payment of any outstanding balance under the GEM Promissory Note.

As of March 31, 2024, the Company has issued an aggregate of 139,470 shares of Class A Common Stock to GEM in lieu of monthly payment obligations and the remaining balance of the GEM Promissory Note as of March 31, 2024 is $900,000 recorded in the Convertible Notes line on the Consolidated Balance Sheets.

Convertible Promissory Notes (Yorkville)

On December 14, 2023, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (refer to Note 15 - Equity for further details), Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, an aggregate principal amount of up to $3,500,000, $2,000,000 of which was funded at the Closing in exchange for the issuance by the Company of a Convertible Promissory Note (the “December Yorkville Convertible Note”). The Company received net proceeds of $1,800,000 after a non-cash original issue discount of $200,000.

On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of convertible promissory notes allowed to be issued under SEPA by $1,000,000 (the “Additional Pre-Paid Advance Amount”), for an aggregate principal amount of $4,500,000 to be advanced by Yorkville to the Company in the form of convertible promissory notes. On February 5, 2024 in exchange for a promissory note in the principal amount of $1,000,000 (the “February Yorkville Promissory Note”), with the same terms as the December Yorkville Convertible Note, the Company received net proceeds of $900,000 after a non-cash original issue discount of $100,000.

On March 26, 2024, the Company, in exchange for a convertible promissory note with a principal amount of $1,500,000 (the "March Yorkville Promissory Note"), together with the December Yorkville Convertible Note and February Yorkville Promissory Note (the" Yorkville Promissory Notes"), received net proceeds of $1,250,000 after a non-cash original issue discount of $250,000 from Yorkville.

The Yorkville Convertible Notes have a maturity date of June 14, 2024, and accrue interest at 0% per annum, subject to an increase to 18% per annum upon events of default as defined in the agreement. As of March 31, 2024, no events of default have occurred.

Yorkville has the right to convert any portion of the outstanding principal into shares of Class A common stock at any time. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the Conversion Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99% of the total number of shares of Class A common stock outstanding after giving effect to such conversion.

Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than ten trading days’ prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the Class A common stock is less than the Fixed Price.

Upon the occurrence of certain triggering events, as defined in the Yorkville Convertible Notes agreement (each an "Amortization Event"), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Convertible Notes, with each monthly repayment to be in an amount equal to the sum of (x) $1,000,000, plus (y) 10% in respect of such amount, and (z) all outstanding accrued and unpaid interest as of each payment date.

During January 2024, the Company’s stock price per share fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15) of $2.00 for five trading days during a period of seven consecutive trading days (an Amortization Event under the terms of the December Yorkville Convertible Note agreement), thus triggering amortization payments under the terms of the December Yorkville Convertible Note. On January 24, 2024, Yorkville agreed to waive the Amortization Event trigger, prior to the date upon which any amortization payment would have been required. As discussed in the definitions below, the

Floor Price was reset on February 14, 2024, in conjunction with the effective date of the Company’s Registration Statement, at a price of $0.294 per share of Common Stock, thus curing the Amortization Event condition.

During the three months ending March 31, 2024, $500,000 of principal under the December Yorkville Convertible Note was converted into 788,211 Class A Common stock of the Company and the full principal amount of $1,000,000 under the February Yorkville Convertible Note was converted into 1,445,524 Class A Common stock of the Company.

As of March 31, 2024 and December 31, 2023, the principal amount outstanding under the Yorkville Convertible Notes was $3,000,000 and $2,000,000, respectively. During the three months ended March 31, 2024, the Company recorded interest expense of $0 in connection with the Yorkville Convertible Notes.

The Yorkville Convertible Notes are required to be measured at fair value pursuant to ASC 480 Distinguishing Liabilities from Equity ("ASC 480") at the date of issuances and in subsequent reporting periods, due to the variable share-settled feature described above in which, if converted, the value to be received by Yorkville fluctuates based on something other than the fair value of the Company’s common stock. The fair value of the Yorkville Convertible Notes as of March 31, 2024 and December 31, 2023 was $3,064,000 and $1,766,000, respectively. The Company used a Monte Carlo simulation model in order to determine the Yorkville Convertible Note’s fair value at December 31, 2023, with the following inputs: the fair value of the Company's common stock of $1.88 on December 31, 2023, estimated equity volatility of 71%, the time to maturity of 0.46 years, a discounted market interest rate of 14%, a risk free rate of 5.28%, and probability of optional redemption 10.0%.

During the three months ended March 31, 2024, the Company recorded a loss of $544,000 related to the change in fair value of the Yorkville Convertible Notes liability. The Company used a Monte Carlo simulation model in order to determine the Yorkville Convertible Note’s fair value at March 31, 2024, with the following inputs: the fair value of the Company's common stock of $0.61 on March 31, 2024, estimated equity volatility of 106%, the time to maturity of 0.21 years, a discounted market interest rate of 16.5%, a risk free rate of 5.46%, and probability of optional redemption 75.0%.

Term and Convertible Notes (CP BF)

During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) comprised of a Term Note and 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.

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.

The effective interest rate for the Term Note was 16% for three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024, interest expense on the Term Note totaled $292,327, comprised of $266,348 of contractual interest and $25,979 for the amortization of the discount. For the three months ended March 31, 2023, interest expense on the Term Note totaled $278,164, comprised of $259,443 of contractual interest and $18,721 for the amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% for the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024, interest expense on the Convertible Notes totaled $116,411, comprised of $108,596 of contractual interest and $7,815 for the amortization of the discount. For the three months ended March 31, 2023, interest expense on the Convertible Notes totaled $98,432, comprised of $91,860 of contractual interest and $6,572 for the amortization of the discount.

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 March 31, 2024:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(34,531	)
Carrying value of the CB BF convertible notes		1,786,814
Accrued interest		1,023,075
Total CB BF convertible notes and accrued interest	$	2,809,889

The following table presents the CP BF convertible notes as of December 31, 2023:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(41,983	)
Carrying value of the CB BF convertible notes		1,779,362
Accrued interest		914,479
Total CB BF convertible notes and accrued interest	$	2,693,841

The following table presents the CP BF term note as of March 31, 2024:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(107,011	)
Carrying value of the CB BF term note		6,392,989
Accrued interest		555,721
Total CB BF term note and accrued interest	$	6,948,710

The following table presents the CP BF term note as of December 31, 2023:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(129,586	)
Carrying value of the CB BF term note		6,370,414
Accrued interest		289,373
Total CB BF term note and accrued interest	$	6,659,787

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
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-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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-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
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1C
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-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
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-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
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,026,932	$ 2,093,718
Accounts receivable, net of allowance for credit losses of $3,557 and $5,748, respectively	34,670	105,049
Prepaid expenses and other current assets	1,073,914	741,155
Total current assets	2,135,516	2,939,922
Property and equipment, net	3,080	4,644
Goodwill	2,171,526	2,171,526
Operating lease right-of-use assets	90,308	134,013
Other assets	38,381	38,381
Total assets	4,438,811	5,288,486
Current liabilities:
Accounts payable	8,336,909	6,439,863
Accrued expenses and other current liabilities	3,862,714	5,194,240
Deferred underwriting fees	4,000,000	4,000,000
Deferred fee	0	500,000
Earnout liability	37,125	59,399
Due to related party	67,118	67,118
GEM commitment fee liability	0	2,000,000
Deferred revenue	1,245,306	1,214,096
Operating lease liabilities, current	158,965	234,043
Total current liabilities	35,206,386	37,089,615
Total liabilities	35,281,386	37,164,615
Other long-term liabilities	75,000	75,000
Commitments and contingencies (Note 17)
Stockholders' deficit:
Common stock, $0.0001 par value, 275,000,000 shares authorized and 20,221,589 and 16,019,256 issued and outstanding at March 31, 2024 and December 31, 2023, respectively (Note 15)	2,022	1,602
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2024 and December 31, 2023	0	0
Additional paid-in capital	20,421,999	14,888,593
Accumulated deficit	(51,266,596)	(46,766,324)
Total stockholders' deficit	(30,842,575)	(31,876,129)
Total liabilities and stockholders' deficit	4,438,811	5,288,486
Nonrelated Party [Member]
Current liabilities:
Convertible notes	3,709,889	2,693,841
Notes payable	6,948,710	6,659,787
Warrant liability	233,000	641,000
Related Party [Member]
Current liabilities:
Convertible notes	0	2,540,091
Notes payable	3,082,650	2,505,137
Warrant liability	460,000	575,000
Yorkville [Member]
Current liabilities:
Convertible notes	$ 3,064,000	$ 1,766,000

Warrant Liabilities

3 Months Ended

Mar. 31, 2024

Warrant Liabilities [Abstract]

Warrant Liabilities

12. Warrant Liabilities

Public Warrants

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $18.00

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public 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

•

GEM Financing Arrangement

Debt - Additional Information (Details 5) - USD ($)			1 Months Ended	3 Months Ended
Debt - Additional Information (Details 5) - USD ($)	Feb. 05, 2024	Dec. 14, 2023	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Common stock, value, issued				$ 2,022		$ 1,602
Gem Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,000,000
Cash agreed to pay	1,200,000
Monthly installments	$ 100,000
Payment of debt			$ 1,200,000
Gem Agreement [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Convertible debenture				$ 900,000
Shares issuable under the terms of promissory note	2,000,000
Shares issued under the terms of promissory note				139,470
GEM Term Sheet [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Convertible debenture		$ 2,000,000
Convertible debenture maturity period		5 years
Coupon rate		0.00%
Commitment fee expense						$ 2,000,000
GEM Term Sheet [Member] \| Gem Agreement [Member] \| Gem Warrant [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Percentage of right to convert warrant to common shares		3.00%
Convertible Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense				$ 116,411	$ 98,432
Interest expense debt				108,596	91,860
Debt related commitement fees and debt issuance costs				$ 7,815	$ 6,572
Effective interest rate percentage				16.00%	16.00%
Medium-term Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense				$ 292,327	$ 278,164
Interest expense debt				266,348	259,443
Debt related commitement fees and debt issuance costs				$ 25,979	$ 18,721
Term Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Effective interest rate percentage				16.00%	16.00%
Maximum [Member] \| Share Purchase Agreement [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Common stock, value, issued		$ 100,000,000

Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($)	Total	Related Party [Member]	Yorkville [Member]	GEM [Member]	Common Stock [Member]	Common Stock [Member] Yorkville [Member]	Common Stock [Member] GEM [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Related Party [Member]	Additional Paid-in Capital [Member] Yorkville [Member]	Additional Paid-in Capital [Member] GEM [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2022	$ (24,114,058)				$ 645			$ 8,245,359				$ (32,360,062)
Balance (in Shares) at Dec. 31, 2022					6,445,599
Conversion of convertible notes		$ 0	$ 0
Exercise of stock options in shares					8,538
Exercise of stock options	5,543				$ 1			5,542
Stock-based compensation	402,448							402,448
Net loss	(3,765,122)											(3,765,122)
Balance at Mar. 31, 2023	(27,471,189)				$ 646			8,653,349				(36,125,184)
Balance (in Shares) at Mar. 31, 2023					6,454,137
Balance at Dec. 31, 2023	(31,876,129)				$ 1,602			14,888,593				(46,766,324)
Balance (in Shares) at Dec. 31, 2023					16,019,256
Conversion of convertible notes		$ 2,540,091	1,667,000		$ 89				$ 2,540,002
Conversion of convertible notes, shares					890,611
Shares issued, During Period, Shares, Convertible Notes , shares						2,233,735
Shares issued, During Period, Shares, Convertible Notes			1,667,000			$ 223				$ 1,666,777
Shares issued to Yorkville for commitment fee, shares						710,025
Shares issued to Yorkville for commitment fee			$ 500,000			$ 71				$ 499,929
Shares issued to Roth for advisory fee, shares					175,000
Shares issued to Roth for advisory fee	278,833				$ 18			278,815
Shares issued, shares							139,470
Shares issued				$ 100,000			$ 14				$ 99,986
shares issued for marketing expenses, shares					153,492
Shares issued for marketing expense	194,935				$ 15			194,920
Forfeiture of sponsor shares, shares					(100,000)
Forfeiture of sponsor shares					$ (10)			10
Stock-based compensation	252,967							252,967
Net loss	(4,500,272)											(4,500,272)
Balance at Mar. 31, 2024	$ (30,842,575)				$ 2,022			$ 20,421,999				$ (51,266,596)
Balance (in Shares) at Mar. 31, 2024					20,221,589

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 10, 2024
Document Information [Line Items]
Entity Registrant Name	Banzai International, Inc.
Trading Symbol	BNZI
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001826011
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Transition Report	false
Entity Bankruptcy Proceedings, Reporting Current	true
Document Quarterly Report	true
Entity File Number	001-39826
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
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Tax Identification Number	85-3118980
Warrant [Member]
Document Information [Line Items]
Trading Symbol	BNZIW
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		19,322,460
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,311,134

Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		$ 8,802,196
Change in fair value	$ 0	303,139
Ending balance		9,105,335
Third Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		663,804
Change in fair value		22,861
Ending balance		$ 686,665

Revenue - Summary of Accounts Receivable, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Opening Balance	$ 105,049	$ 61,755	$ 68,416
Closing Balance	$ 34,670	$ 105,049	$ 61,755

Stock-Based Compensation - Summary of Activity Respect To RSUs (Details) - RSUs	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units, Granted \| shares	673,253
Units, Ending Balance \| shares	673,253
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 0.61
Weighted Average Grant Date Fair Value, Ending balance Outstanding \| $ / shares	$ 0.61

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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Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024.

On May 1, 2024, the Company issued 260,443 shares of the Company's Class A common stock to GEM pursuant to the Unsecured Promissory Note, dated February 5, 2024, between the Company and GEM.

On May 2, 2024, the Company received Investor Notice No. 4 under the SEPA to purchase $100,000 shares of the Company's Class A common stock. Pursuant to receipt of the Investor Notice, the Company issued 334,336 shares of the Company's Class A common stock to Yorkville at a purchase price of $0.2991. The issuance amounted to an offset of $100,000 against the Company's outstanding principal under the then-outstanding Promissory Notes.

On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the "Debt Repayment Agreement") acknowledging as of the effective date of the Debt Repayment Agreement, that the February Promissory Note had been fully repaid and as of the effective date, $2,800,000 of principal remains outstanding under the Yorkville Promissory Notes. Pursuant to the Debt Repayment Agreement, Yorkville shall not (i) deliver any Investor Notice (as defined above pursuant to the SEPA), or (ii) exercise its right to convert all or any portion of any outstanding Promissory Notes after the effective date, for the duration of the standstill period (the "Standstill"). The Standstill is such that within three (3) business days upon the closing of a registered offering, the Company shall (i) pay to Yorkville certain repayment proceeds against outstanding Promissory Notes then-outstanding, and (ii) deliver to Yorkville an Advance Notice. Yorkville has agreed that on the date of such a closing of a registered offering, for ninety (90) days after the closing, (A) it will (i) deliver to the Company and Investor Notice pursuant to the SEPA, or (ii) exercise its Conversion Right and (B) any obligation of the Company to make any monthly payments of the Promissory Notes shall be suspended for the duration of the Standstill period. Additionally, the Company and Yorkville have agreed that upon commencement of the Standstill period, the Floor Price pursuant to the then-outstanding Promissory Notes, shall be adjusted to a price to be mutually agreed between the Company and Yorkville, and upon commencement of the Standstill period, the maturity date of each of the then-outstanding Promissory Notes shall be extended by one hundred and twenty (120) days after the closing of such a registered offering.

On May 6, 2024, the Company issued 320,000 shares of the Company's Class A common stock as compensation pursuant to a business development and general consulting services agreement entered into in April 2024.

In May, 2024, Yorkville submitted a Conversion Notice, related to the purchase of common shares of the Company, with the aggregate purchase price of those shares offset against amounts outstanding by the Company under the Pre-Paid Yorkville Convertible Notes. Once issued, Yorkville will have purchased 360,136 shares, for a total aggregate purchase consideration of $100,000. The conversion prices applicable to this purchase is approximately $0.28 per share.

On May 14, 2024, the Compensation Committee of the Board of Directors (the "Compensation Committee") of the Company approved the grant of options for the purchase of up to 1,200,000 shares of the Company's Class A common stock, to various executive employees of the Company, under the Company's 2023 Equity Incentive Plan (the “Plan”). These options vest immediately as of the grant date, have a term of 10 years and have exercise prices ranging from $1 to $5. On this same date, the Compensation Committee approved the issuance of further options for the purchase of up to 144,500 shares of the Company's Class A common stock, to various employees and outside contractors, under the Plan. These options vest over a period of four years, have a term of 10 years and with an exercise price equal to the closing market price of the Company's Class A common stock, on the grant date. Further, on this same date, the Compensation Committee approved the issuance of 219,290 RSU's covering shares of Company's Class A common stock, to various employees and outside contractors, under the Plan. These RSU's vest over a period of four years.

Fair Value Measurements - Summary of Changes in the Fair Value of the Public Warrants Liability (Details) - Public Warrants Liability [Member] - Fair Value, Inputs, Level 1 [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	$ 575,000
Change in fair value	(115,000)
Balance at March 31, 2024	$ 460,000

Revenue - Summary of Revenue by Region (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Amount	$ 1,079,472	$ 1,177,061
Americas [Member]
Disaggregation of Revenue [Line Items]
Amount	582,827	669,775
Europe, Middle East and Africa (EMEA) [Member]
Disaggregation of Revenue [Line Items]
Amount	386,250	407,910
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 110,395	$ 99,376
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	100.00%	100.00%
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Americas [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	54.00%	62.00%
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Europe, Middle East and Africa (EMEA) [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	36.00%	30.00%
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	10.00%	8.00%

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.

Deferred Revenue Disclosure [Abstract]

Deferred Revenue

3 Months Ended

Mar. 31, 2024

Deferred Revenue

10. 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 consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the three months ended March 31, 2024 and March 31, 2023, the Company recognized $861,496 and $930,436, in revenue that was included in the prior year deferred revenue balance, respectively.

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


	Three Months Ended			Year Ended
	March 31, 2024			December 31, 2023
Deferred revenue, beginning of period	$	1,214,096		$	930,436
Billings		1,110,682			4,781,924
Revenue recognized (prior year deferred revenue)		(861,496	)		(930,436	)
Revenue recognized (current year deferred revenue)		(217,976	)		(3,567,828	)
Deferred revenue, end of period	$	1,245,306		$	1,214,096

The deferred revenue balance is short-term and included under current liabilities on the accompanying unaudited condensed consolidated balance sheet.

Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

15. Equity

Class A and B Common Stock

The Company is authorized to issue up to 275,000,000 shares, consisting of 250,000,000 Class A Common Stock, and 25,000,000 shares of Class B Common Stock par value $0.0001 per share.

Preferred Stock

Yorkville Standby Equity Purchase Agreement ("SEPA")

(i)

(ii)

There were no Advance Notices issued pursuant to the SEPA during the three months ended March 31, 2024 or as of the date that these financial statements were issued.

The entire disclosure for equity.

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at the dates indicated:


	March 31, 2024		December 31, 2023
Prepaid expenses and other current assets:
Service Trade	$	333,219	$	364,384
Prepaid consulting costs		13,258		120,332
Prepaid data license and subscription costs		37,500		53,124
Prepaid commissions		38,462		51,472
Prepaid software costs		17,439		29,887
Prepaid merchant fees		29,182		26,224
Prepaid insurance costs		445,963		17,661
Prepaid advertising and marketing costs		146,201		11,074
Other current assets		12,690		66,997
Total prepaid expenses and other current assets	$	1,073,914	$	741,155

Simple Agreements for Future Equity - Additional Information (Details) - USD ($)		3 Months Ended	12 Months Ended
	Dec. 14, 2023	Mar. 31, 2023	Dec. 31, 2021
Third Party SAFEs [Member]
Simple Agreements for Future Equity [Line items]
Received gross proceeds			$ 269,000
Common or preferred stock discount			15.00%
Fair value of SAFE liability			$ 269,000
Loss on change in fair value of SAFE liability		$ 22,861
Outstanding principal amount	$ 456,234
Class A Common Stock [Member] \| Third Party SAFEs [Member]
Simple Agreements for Future Equity [Line items]
Debt outstanding converted to common stock	41,626
Alco, DNX and William Bryant [Member]
Simple Agreements for Future Equity [Line items]
Received gross proceeds			$ 3,567,000
Common or preferred stock discount			15.00%
Fair value of SAFE liability			$ 3,567,000
Loss on change in fair value of SAFE liability		$ 303,139
Outstanding principal amount	$ 6,049,766
Alco, DNX and William Bryant [Member] \| Class A Common Stock [Member]
Simple Agreements for Future Equity [Line items]
Debt outstanding converted to common stock	551,949

Debt - Summary of Term Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Face value of the CB BF term note	$ 6,500,000	$ 6,500,000
Debt discount, net	(107,011)	(129,586)
Carrying value of the CB BF term note	6,392,989	6,370,414
Accrued interest	555,721	289,373
Total CB BF term note and accrued interest	$ 6,948,710	$ 6,659,787

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 - Summary of Changes in the Fair Value of the Yorkville Convertible Note (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Measurements (Details) [Line Items]
Loss on debt issuance	$ 171,000
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	1,766,000
Balance at March 31, 2024	3,064,000
Fair Value, Inputs, Level 3 [Member] \| Yorkville Convertible Notes [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	1,766,000
Issuance of Yorkville convertible note	2,250,000
Loss on debt issuance	171,000
Payment in shares to settle Yorkville convertible notes	(1,667,000)
Change in fair value	544,000
Balance at March 31, 2024	$ 3,064,000

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

The Company estimates an annual effective tax rate of 0% for the year ended December 31, 2024 as the Company incurred losses for the three months ended March 31, 2024 and 2023 and is forecasting an estimated net loss for both financial statement and tax purposes for the year ended December 31, 2024. 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 March 31, 2024 and 2023, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value Measurements - Summary of Derivative Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party [Member]
Subsidiary, Sale of Stock [Line Items]
Beginning balance		$ 1,936,827
Issuance of convertible notes with bifurcated embedded derivatives		707,000
Change in fair value	$ 0	137,285
Ending balance		2,781,112
Third Party [Member]
Subsidiary, Sale of Stock [Line Items]
Beginning balance		845,473
Issuance of convertible notes with bifurcated embedded derivatives		0
Change in fair value		32,415
Ending balance		$ 877,888

Debt - Additional Information (Details 3) - USD ($)				3 Months Ended		12 Months Ended
Debt - Additional Information (Details 3) - USD ($)	Mar. 26, 2024	Feb. 05, 2024	Dec. 14, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Feb. 14, 2024	Jan. 31, 2024
Debt Instrument [Line Items]
Original issuance price				$ 0.61
Maximum [Member]
Debt Instrument [Line Items]
Original issuance price					$ 8.58
Time to maturity				6 years 29 days	6 years 29 days
Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 3,064,000		$ 1,766,000
Gain (loss) on change in fair value of convertible notes liability				(544,000)
Outstanding principal amount				3,000,000		$ 2,000,000
Interest expense				$ 0
Original issuance price				$ 0.61		$ 1.88
Estimated equity volatility				106.00%		71.00%
Time to maturity				2 months 15 days		5 months 15 days
Discounted market interest rate				16.50%		14.00%
Risk free rate				5.46%		5.28%
Probability of optional redemption rate				75.00%		10.00%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 500,000
Net proceeds from issuance of convertible promissory notes			$ 1,800,000,000,000
Debt discount upon issuance			$ 200,000
Prepayment premium			10.00%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 3,500,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion rate percentage of common stock outstanding			9.99%
Conversion of stock, shares converted				788,211
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 2,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, increase in interest rate			18.00%
Repayment of convertible debt			$ 1,000,000
Percentage of repayment of convertible debt, amount			10.00%
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Increased principal amount agreed to advance		$ 1,000,000
Aggregate principal amount		4,500,000
Aggregate principal amount	$ 1,500,000	1,000,000		$ 1,000,000
Net proceeds from issuance of convertible promissory notes	1,250,000	900,000
Debt discount upon issuance	$ 250,000	$ 100,000
Maximum floor price			$ 2					$ 2
Floor price							$ 0.294
Yorkville Standby Equity Purchase Agreement [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted				1,445,524

Debt - Additional Information (Details 2)	Feb. 09, 2024 USD ($) shares	Dec. 31, 2023 PromissoryNote
Debt Instrument [Line Items]
Number of promissory notes In connection with merger \| PromissoryNote		2
Class A Common Stock [Member] \| Sponsor [Member] \| Conversion of 7GC Promissory Notes [Member]
Debt Instrument [Line Items]
Share issued \| shares	890,611
7GC Promissory Notes [Member]
Debt Instrument [Line Items]
Loans payable current \| $	$ 2,540,091

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.

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2024

Accrued Expenses and Other Current Liabilities

9. Accrued Expenses and Other Current Liabilities

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


	March 31, 2024		December 31, 2023
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,162,984	$	1,511,889
Accrued subscription costs		489,972		22,110
Sales tax payable		338,402		314,873
Excise tax payable		223,717		223,717
Accrued legal costs		153,884		2,694,439
Accrued payroll and benefit costs		93,513		185,504
Accrued streaming service costs		56,380		37,765
Deposits		54,102		54,102
Other current liabilities		289,760		149,841
Total accrued expenses and other current liabilities	$	3,862,714	$	5,194,240

Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Summary of Convertible Notes

The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023:


	Related Party			Third Party
Face value of the convertible notes	$	6,783,538		$	3,196,206
Debt discount, net		(131,867	)		(83,688	)
Carrying value of the convertible notes		6,651,671			3,112,518
Accrued interest		619,697			233,714
Conversion of convertible notes		(7,271,368	)		(3,346,232	)
Total convertible notes and accrued interest	$	—		$	—

The following table presents the CP BF convertible notes as of March 31, 2024:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(34,531	)
Carrying value of the CB BF convertible notes		1,786,814
Accrued interest		1,023,075
Total CB BF convertible notes and accrued interest	$	2,809,889

The following table presents the CP BF convertible notes as of December 31, 2023:


Face value of the CB BF convertible notes	$	1,821,345
Debt discount, net		(41,983	)
Carrying value of the CB BF convertible notes		1,779,362
Accrued interest		914,479
Total CB BF convertible notes and accrued interest	$	2,693,841

The following table presents the CP BF term note as of March 31, 2024:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(107,011	)
Carrying value of the CB BF term note		6,392,989
Accrued interest		555,721
Total CB BF term note and accrued interest	$	6,948,710

The following table presents the CP BF term note as of December 31, 2023:


Face value of the CB BF term note	$	6,500,000
Debt discount, net		(129,586	)
Carrying value of the CB BF term note		6,370,414
Accrued interest		289,373
Total CB BF term note and accrued interest	$	6,659,787

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounts receivable allowance for credit loss	$ 3,557	$ 5,748
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	20,221,589	16,019,256
Common stock, shares outstanding	20,221,589	16,019,256
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Common stock, shares authorized	250,000,000
Common stock, shares outstanding	17,910,455	13,708,122
Class B Common Stock [Member]
Common stock, shares authorized	25,000,000
Common stock, shares outstanding	2,311,134	2,311,134

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (4,500,272)	$ (3,765,122)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2024

Prepaid Expenses and Other Current Assets

8. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at the dates indicated:


	March 31, 2024		December 31, 2023
Prepaid expenses and other current assets:
Service Trade	$	333,219	$	364,384
Prepaid consulting costs		13,258		120,332
Prepaid data license and subscription costs		37,500		53,124
Prepaid commissions		38,462		51,472
Prepaid software costs		17,439		29,887
Prepaid merchant fees		29,182		26,224
Prepaid insurance costs		445,963		17,661
Prepaid advertising and marketing costs		146,201		11,074
Other current assets		12,690		66,997
Total prepaid expenses and other current assets	$	1,073,914	$	741,155

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Operating leases:
Operating lease right-of-use assets	$ 90,308	$ 134,013
Operating lease liability, current	158,965	234,043
Total operating lease liabilities	$ 158,965	$ 234,043
Weighted-average remaining lease term:
Operating leases (in years)	6 months 3 days	9 months 3 days
Weighted-average discount rate:
Operating leases	6.78%	6.76%

Debt - Summary of Related Party and Third Party Convertible Notes (Details)	Dec. 31, 2023 USD ($)
Related Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	$ 6,783,538
Debt discount, net	(131,867)
Carrying value of the convertible notes	6,651,671
Accrued interest	619,697
Conversion of convertible notes	(7,271,368)
Nonrelated Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	3,196,206
Debt discount, net	(83,688)
Carrying value of the convertible notes	3,112,518
Accrued interest	233,714
Conversion of convertible notes	$ (3,346,232)

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.