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Commitments and Contingencies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

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

The components of lease expense, are as follows:


	For the Year Ended December 31,
Components of lease expense:	2023			2022
Operating lease cost	$	199,611		$	191,483
Lease impairment cost		—			303,327
Sublease income		(204,324	)		(177,588	)

Total lease (income) cost	$	(4,713	)	$	317,222

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	)

Supplemental cash flow information related to leases are as follows:


	For the Year Ended December 31,
Supplemental cash flow information:	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	173,245		$	152,018
Non-cash impairment of right to use assets (operating cash flow)		—			(303,327	)

Change in lease liabilities (operating cash flow)		(284,963	)		(243,596	)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—		$	762,603

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:


Operating leases:	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	%

Supplemental balance sheet information related to leases was as follows:


Operating leases:	December 31, 2023		December 31, 2022
Operating lease right-of-use assets	$	134,013	$	307,258

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

Total operating lease liabilities	$	234,043	$	519,006


Weighted-average remaining lease term:	December 31, 2023		December 31, 2022
Operating leases (in years)		0.76		1.76


Weighted-average discount rate:	December 31, 2023			December 31, 2022
Operating leases		6.76	%		6.74	%

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

Future minimum lease payments under

non-cancellable

lease as of December 31, 2023, are as follows:


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

Total undiscounted cash flows		240,818

Less discounting		(6,775	)

Present value of lease liabilities	$	234,043

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended
	Feb. 09, 2023	Dec. 21, 2022	Jun. 30, 2023	Mar. 31, 2024	Feb. 02, 2024	Dec. 31, 2023	Dec. 14, 2023	Oct. 03, 2023	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Common stock par value				$ 0.0001		$ 0.0001			$ 0.0001
Debt Instrument, Face Amount							$ 3,500,000
Outstanding balance for advances				$ 289,760		$ 149,841			$ 3,017
7GC & Co. Holdings Inc. [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument conversion price per share \| $ / shares		$ 10
Loans payable current						2,540,091
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
Proceeds from related party debt		$ 1,100,000
Common stock par value		$ 0.0001
7GC & Co. Holdings Inc. [Member] \| Sponsor [Member] \| Working Capital Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity		$ 500,000
Proceeds from related party debt	$ 177,500	900,000	$ 122,500
Debt instrument carrying amount			500,000
7GC & Co. Holdings Inc. [Member] \| Sponsor [Member] \| Extension Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity		1,800,000
Proceeds from related party debt		$ 200,000	900,000
Debt instrument carrying amount			$ 1,800,000

Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Summary of Revenue by Region

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	%

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


	Year Ended December 31,
	2023					2022
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,677,050		59	%	$	3,307,129		62	%
Europe, Middle East and Africa (EMEA)		1,511,886		33	%		1,588,539		30	%
Asia Pacific		372,364		8	%		437,311		8	%

Total	$	4,561,300		100	%	$	5,332,979		100	%

Summary of Accounts Receivable, Net


	Opening Balance 1/1/2024		Closing Balance 3/31/2024		Opening Balance 1/1/2023		Closing Balance 3/31/2023
Accounts receivable, net	$	105,049	$	34,670	$	68,416	$	61,755


	For The Years Ended December 31,
	2023				2022
	Opening Balance		Closing Balance		Opening Balance		Closing Balance
Accounts receivable, net	$	68,416	$	105,049	$	74,727	$	68,416

Summary of Costs to Obtain Contract Activity

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 following summarizes the Costs to obtain a contract activity during the years ended December 31, 2023 and 2022:


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

Balance—December 31, 2022		69,737
Commissions Incurred		242,810
Deferred Commissions Recognized		(261,075	)

Balance—December 31, 2023	$	51,472

Reverse Merger Capitalization with 7GC & Co. Holdings Inc. - Schedule of Reconciliation of the Merger to the Company's Consolidated Financial Statements of Changes in Stockholders' Deficit (Details) - Recapitalization [Member]	Dec. 14, 2023 USD ($)
Business Acquisition [Line Items]
Cash acquired	$ 197,166
Non-cash net working capital assumed	(7,812,628)
Deferred underwriting fees assumed	(4,000,000)
Convertible notes payable assumed	(2,550,000)
Fair value of assumed warrant liabilities	(460,000)
Transaction costs	(3,233,097)
Effect of reverse recapitalization	$ (17,858,559)

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Changes in Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the year ended December 31, 2023:


Balance—January 1, 2023	$	107,860
Change in provision for credit losses		(102,112	)

Balance—December 31, 2023	$	5,748

Summary of Capitalized Deferred Offering Costs

Capitalized deferred offering costs consisted of the following, as of December 14, 2023 and December 31, 2022:


	December 14, 2023		December 31, 2022
SPAC-related legal fees	$	2,973,077	$	1,264,914
Investment bank advisory services		135,000		135,000
Federal Trade Commission filing fees		125,020		125,020

Total deferred offering costs capitalized	$	3,233,097	$	1,524,934

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	)

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


	As of December 31,
	2023			2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(14,406,262	)	$	(15,468,502	)
Denominator:
Weighted average shares—basic and diluted		6,853,733			6,441,116
Net loss per share attributable to common stock—basic and diluted	$	(2.10	)	$	(2.40	)

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

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


	As of December 31,
	2023		2022
Options		748,086		370,998
Public warrants		11,500,000		—
GEM warrants		828,533		—

Total		13,076,619		370,998

Stock-Based Compensation - Summary of Activity Respect To RSUs (Details) - RSUs [Member]	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

- Definition

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.

+ References

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+ Details

Going Concern	3 Months Ended	12 Months Ended
Going Concern	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
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.	2. Going Concern As of December 31, 2023 the Company had cash of approximately $2.1 million. For the year ended December 31, 2023, the Company used approximately $1.6 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2023, the Company had an accumulated deficit of approximately $46.8 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 audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Table Text Block Supplement [Abstract]

Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate

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


	For the Years Ended December 31,
	2023					2022
Statutory federal income tax benefit	$	(3,025,315	)	21.0	%	$	(3,248,385	)	21.0	%
State taxes, net of federal tax benefit		(219,705	)	1.5	%		(327,095	)	2.1	%
Change in valuation allowance		2,079,231		-14.4	%		1,435,041		-9.3	%
Change in state tax rate		462,709		-3.2	%		13,055		-0.1	%
Change in fair value estimates		(2,050,026	)	14.2	%		1,610,993		-10.4	%
Non-deductible interest—IRC 163(j)		738,993		-5.1	%		—		0.0	%
Non-deductible transaction/restructuring costs		1,313,792		-9.1	%		—		0.0	%
Nondeductible warrant issuance expense		552,321		-3.8	%		—		0.0	%
Other non-deductible expenses		148,000		-1.0	%		516,391		-3.3	%

Effective tax rate	$	—		0.0	%	$	—		0.0	%

Schedule of Components of Income Tax Provision (Benefit)

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


	As of December 31,
	2023		2022
Federal:
Current	$	—	$	—
Deferred		—		—
State and Local:
Current		—		—
Deferred		—		—

Total	$	—	$	—

Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities

The temporary differences that give rise to deferred tax assets and liabilities are as follows:


	As of December 31,
	2023			2022
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	6,368,669		$	3,744,512
Contribution carryforwards		24,626			20,837
Stock-based compensation		155,404			25,216
Accrual to cash adjustment		1,299			482,109
Startup costs		1,816,143			—
Lease Liabilities		52,805			119,971
Right of use assets		(30,236	)		(71,024	)
Capitalized R&D costs (Sec. 174)		798,802			451,195
Other		(3,363	)		696

		9,184,149			4,773,512
Valuation allowance		(9,184,149	)		(4,773,512	)

Deferred tax assets, net of allowance	$	—		$	—

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

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

, 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.

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

Derivative Financial Instruments

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.

3. Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

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

de-consolidated

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

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

non-recurring

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

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates of impairment of goodwill, recognition and

measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, determination of the fair value of the warrant liabilities, and recognition and measurement of stock compensation.

Certain Risks and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and compliance with regulatory requirements.

Cash

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

The Company has no significant

off-balance-sheet

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

Accounts Receivable and Allowance for Credit Losses

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

The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”) impairment model which was adopted by the Company on January 1, 2023, as discussed below within Recent Accounting Pronouncements. The adoption of ASU

No. 2016-13,

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

2016-13”)

did not have a material impact on these consolidated financial statements. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred.

As of December 31, 2023 and 2022, the Company determined an allowance for credit losses of $5,748 and $107,860 was required, respectively. Further, for the years ended December 31, 2023 and 2022, the Company recognized bad debt expenses for accounts receivable balances of $65,013 and $142,162, respectively.

The following table presents changes in the allowance for credit losses for the year ended December 31, 2023:


Balance—January 1, 2023	$	107,860
Change in provision for credit losses		(102,112	)

Balance—December 31, 2023	$	5,748

Property and Equipment

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2023, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment.

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

The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. There were no impairments of goodwill recorded for the years ended December 31, 2023 and 2022.

Deferred Offering Costs

In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see

Note 1—Organization

and

Note 4—Merger

) as an asset. These fees were recognized as a reduction of equity, upon Closing of the Merger on December 14, 2023.

Capitalized deferred offering costs consisted of the following, as of December 14, 2023 and December 31, 2022:


	December 14, 2023		December 31, 2022
SPAC-related legal fees	$	2,973,077	$	1,264,914
Investment bank advisory services		135,000		135,000
Federal Trade Commission filing fees		125,020		125,020

Total deferred offering costs capitalized	$	3,233,097	$	1,524,934

The entire balance of Deferred Offering Costs capitalized as of December 14, 2023, was reclassified to Additional

Paid-in-

Capital, on December 14, 2023, in connection with the closing of the

Mer

ger. As a result, there was no Deferred Offering Costs balance as of December 31, 2023.

Warrant Liabilities

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

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The 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. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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 one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control in lieu of the Warrant, 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.

Simple Agreements for Future Equity—SAFE

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

Distinguishing Liabilities from Equity

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

Concentration of Business and Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has no financial instruments with

off-balance

sheet risk of loss.

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

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

Loss Per Share

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

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


	As of December 31,
	2023			2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(14,406,262	)	$	(15,468,502	)
Denominator:
Weighted average shares—basic and diluted		6,853,733			6,441,116
Net loss per share attributable to common stock—basic and diluted	$	(2.10	)	$	(2.40	)

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


	As of December 31,
	2023		2022
Options		748,086		370,998
Public warrants		11,500,000		—
GEM warrants		828,533		—

Total		13,076,619		370,998

Leases

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

right-of-use

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

non-current

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

ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic

environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short-term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company recognizes operating lease expense on a straight-line basis over the lease term.

The Company has lease agreements which contain both lease and

non-lease

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

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

Revenue Recognition

Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents are negotiated and signed by both parties (if applicable). Alternatively, customer contracting is achieved via self service and invoicing is initiated automatically once the customer accepts the terms and conditions on the platform, based on their selection of the desired subscription product. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually, with the majority paid via credit card processing.

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

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

Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the

product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative stand

alone

selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price.

Costs of Revenue

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

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were $941,737 and $783,764 for the years ended December 31, 2023 and 2022, respectively, which are included in general and administrative expenses on the consolidated statements of operations.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and

non-employees

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

Stock Compensation

. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Income Taxes

Income taxes are recorded in accordance with ASC 740,

Income Taxes

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

Derivative Financial Instruments

Note 8—Fair Value Measurements

and

Note 14—Debt

for further detail.

Fair Value of Financial Instruments

In accordance with FASB ASC 820

Fair Value Measurements and Disclosures

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.

The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the years ended December 31, 2023 and 2022. 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 December 31, 2023 and 2022. During 2022, the Company carried convertible notes bifurcated embedded derivatives and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see

Note 8—Fair Value Measurements

for fair value information).

Business Combinations

The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”),

Business Combinations

. Accordingly, identifiable tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred.

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In December 2023, the FASB issued ASU

2023-09

tax-related

Debt - Additional Information (Details 1) - USD ($)								3 Months Ended	12 Months Ended
Debt - Additional Information (Details 1) - USD ($)	Dec. 14, 2023	Dec. 13, 2023	Dec. 03, 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	Sep. 30, 2022	Jul. 19, 2022	Mar. 21, 2022
Debt Instrument [Line Items]
Aggregate principal amount	$ 3,500,000
7GC & Co. Holdings Inc. [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share											$ 10
Class A Common Stock [Member]
Debt Instrument [Line Items]
Aggregate principal amount	1,500,000
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	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
Net proceeds from issuance of convertible promissory notes	$ 1,800,000,000,000
Alco October Share Transfer Agreement [Member] \| 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 Promissory Note, 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
Debt instrument conversion price per share						$ 10
Number of shares issued upon conversion of promissory note						150,000
Lock-up period						180 days
Alco October Share Transfer Agreement [Member] \| Alco September 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						1
Alco October Share Transfer Agreement [Member] \| Alco September 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						1
November 2023 Share Transfer Agreement [Member] \| 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 November Promissory Note, 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
Debt instrument conversion price per share				$ 10
Number of shares issued upon conversion of promissory note				75,000
Lock-up period				180 days
November 2023 Share Transfer Agreement [Member] \| Alco November 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				1
November 2023 Share Transfer Agreement [Member] \| Alco November 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				1
December 2023 Share Transfer Agreement [Member] \| 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 December 2023 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
Debt instrument conversion price per share		$ 10
Number of shares issued upon conversion of promissory note		600,000
Lock-up period		180 days
December 2023 Share Transfer Agreement [Member] \| Alco November 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
December 2023 Share Transfer Agreement [Member] \| Alco November 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 Share Transfer Agreements [Member] \| 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 [Member] \| 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 [Member] \| 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 [Member] \| 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 [Member] \| 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]
Debt Instrument [Line Items]
Aggregate principal amount													$ 2,101,744	$ 2,000,000
Debt instrument, interest rate														15.00%
Interest expense debt										$ 124,621
Alco [Member] \| Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage									5.00%	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	$ 4,494
Interest expense debt								2,991	4,044
Debt related commitement fees and debt issuance costs								2,458	450
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
Equity percentage owned percentage									10.00%
Debt instrument, interest rate						8.00%
Debt issuance costs						$ 8,588
Debt instrument, maturity date						Jan. 10, 2024
Interest expense								91,563	$ 478,815
Interest expense debt								29,918	30,575
Debt related commitement fees and debt issuance costs								61,645	448,240
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	94,005
Interest expense debt								14,959	7,397
Debt related commitement fees and debt issuance costs								233,326	86,608
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									39,087
Interest expense debt								39,890	7,890
Debt related commitement fees and debt issuance costs								192,326	31,197
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
Third-party Creditors [Member] \| Third Party Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount												$ 1,435,000
Third-party Creditors [Member] \| 2022 Third Party Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount												$ 1,761,206

Fair Value Measurements - Summary of Changes in the Fair Value of the Yorkville Convertible Note (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value Measurements (Details) [Line Items]
Loss on debt issuance	$ 171,000	$ 0
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		$ 1,766,000
Fair Value, Inputs, Level 3 [Member] \| Yorkville Convertible Notes [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	1,766,000	$ 0	0
Issuance of Yorkville convertible note	2,250,000		1,800,000
Loss on debt issuance	171,000
Payment in shares to settle Yorkville convertible notes	(1,667,000)
Change in fair value	544,000		(34,000)
Balance at March 31, 2024	$ 3,064,000		$ 1,766,000

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$ 43,705	$ 43,086	$ 173,245	$ 152,018
Non-cash impairment of right to use assets (operating cash flow)			0	(303,327)
Change in lease liabilities (operating cash flow)	$ (75,078)	$ (68,373)	(284,963)	(243,596)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases			$ 0	$ 762,603

Debt - Additional Information (Details 2)			12 Months Ended
Debt - Additional Information (Details 2)	Feb. 09, 2024 USD ($) shares	Dec. 12, 2023 USD ($) TradingDay	Dec. 31, 2023 USD ($) PromissoryNote $ / shares	Mar. 31, 2024 $ / shares	Dec. 14, 2023 USD ($)	Oct. 03, 2023 USD ($)	Dec. 31, 2022 $ / shares	Dec. 21, 2022 USD ($)
Debt Instrument [Line Items]
Number of promissory notes In connection with merger \| PromissoryNote			2
Aggregate principal amount					$ 3,500,000
Common stock par value \| $ / shares			$ 0.0001	$ 0.0001			$ 0.0001
Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 1,766,000		1,800,000
Outstanding principal amount			2,000,000
Yorkville Advisors Global, LP [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount					2,000,000
Maximum [Member] \| Yorkville Advisors Global, LP [Member] \| Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount					3,500,000
Share Based Compensation Award Tranche Two [Member] \| Maximum [Member] \| Yorkville Advisors Global, LP [Member] \| Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount					7,000,000
Class A Common Stock [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 1,500,000
Class A Common Stock [Member] \| Sponsor [Member] \| Conversion of 7GC Promissory Notes [Member]
Debt Instrument [Line Items]
Share issued \| shares	890,611
December 2022 7GC Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount								$ 2,300,000
October 2023 7G Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 250,000
7GC Promissory Notes [Member]
Debt Instrument [Line Items]
Outstanding principal amount			2,550,000
Modification of convertible notes payable		$ 9,909	9,909
Loans payable current	$ 2,540,091		$ 2,540,091
Debt instrument, convertible, threshold trading days \| TradingDay		30
7GC Promissory Notes [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock par value \| $ / shares			$ 0.0001
Debt instrument conversion price per share \| $ / shares			$ 10

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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.

20. Income Taxes

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


	For the Years Ended December 31,
	2023					2022
Statutory federal income tax benefit	$	(3,025,315	)	21.0	%	$	(3,248,385	)	21.0	%
State taxes, net of federal tax benefit		(219,705	)	1.5	%		(327,095	)	2.1	%
Change in valuation allowance		2,079,231		-14.4	%		1,435,041		-9.3	%
Change in state tax rate		462,709		-3.2	%		13,055		-0.1	%
Change in fair value estimates		(2,050,026	)	14.2	%		1,610,993		-10.4	%
Non-deductible interest—IRC 163(j)		738,993		-5.1	%		—		0.0	%
Non-deductible transaction/restructuring costs		1,313,792		-9.1	%		—		0.0	%
Nondeductible warrant issuance expense		552,321		-3.8	%		—		0.0	%
Other non-deductible expenses		148,000		-1.0	%		516,391		-3.3	%

Effective tax rate	$	—		0.0	%	$	—		0.0	%

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


	As of December 31,
	2023		2022
Federal:
Current	$	—	$	—
Deferred		—		—
State and Local:
Current		—		—
Deferred		—		—

Total	$	—	$	—

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


	As of December 31,
	2023			2022
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	6,368,669		$	3,744,512
Contribution carryforwards		24,626			20,837
Stock-based compensation		155,404			25,216
Accrual to cash adjustment		1,299			482,109
Startup costs		1,816,143			—
Lease Liabilities		52,805			119,971
Right of use assets		(30,236	)		(71,024	)
Capitalized R&D costs (Sec. 174)		798,802			451,195
Other		(3,363	)		696

		9,184,149			4,773,512
Valuation allowance		(9,184,149	)		(4,773,512	)

Deferred tax assets, net of allowance	$	—		$	—

As of December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $26,705,200 and $13,043,900, respectively. As of December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $15,325,300 and $9,175,400, respectively. Federal losses of $124,500 begin to expire in 2036 and $26,580,700 of the federal losses carryforward indefinitely. State losses of $10,666,100 begin to expire in 2031 and $2,377,800 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

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

The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2023 and 2022. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2023, and 2022.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2023, the 2016 and subsequent tax years related to all jurisdictions remain open.

The Company has no open tax audits with any taxing authority as of December 31, 2023.

- Definition

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.

+ References

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

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(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Reverse Merger Capitalization with 7GC & Co. Holdings Inc. - Schedule of Reconciliation of the Merger to the Company's Consolidated Financial Statements of Cash Flows (Details) - Recapitalization [Member]	Dec. 14, 2023 USD ($)
Business Acquisition [Line Items]
Deferred underwriting fees assumed	$ 4,000,000
Convertible notes payable assumed	2,550,000
Warrant liabilities assumed	460,000
Less: effect on equity	(14,625,462)
Effect of reverse recapitalization, net of transaction costs	$ (7,615,462)

Reverse Merger Capitalization with 7GC & Co. Holdings Inc. - Additional Information (Details)											3 Months Ended	12 Months Ended
	Dec. 28, 2023 shares	Dec. 14, 2023 USD ($) $ / shares shares	Dec. 13, 2023 USD ($) $ / shares shares	Dec. 12, 2023 USD ($) TradingDay $ / shares	Nov. 16, 2023 shares	Oct. 03, 2023 shares	Aug. 24, 2023 $ / shares	Aug. 04, 2023 $ / shares shares	May 27, 2022 USD ($)	Jan. 01, 2022 shares	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares	Feb. 05, 2024 USD ($)	Nov. 08, 2023 USD ($) shares	Sep. 13, 2023 USD ($)	Oct. 10, 2022 USD ($)	Feb. 19, 2021 USD ($)
Business Acquisition [Line Items]
Preferred stock, par value \| $ / shares		$ 0.0001									$ 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	275,000,000
Preferred stock, shares authorized		75,000,000									75,000,000	75,000,000	75,000,000
Common stock, shares outstanding											20,221,589	16,019,256	6,445,599
Preferred stock, shares outstanding											0	0	0
Sponsor Forfeiture Agreement [Member] \| Forfeited Private Placement Warrants [Member]
Business Acquisition [Line Items]
Warrants issued								7,350,000
Warrants price per share \| $ / shares								$ 11.5
Yorkville Standby Equity Purchase Agreement [Member]
Business Acquisition [Line Items]
Principal amount agreed to advance \| $		$ 3,500,000
Increased principal amount agreed to advance \| $		1,000,000												$ 1,000,000
Aggregate principal amount \| $		$ 4,500,000												$ 4,500,000
Share Transfer Agreements and Alco Promissory Notes [Member]
Business Acquisition [Line Items]
Aggregate principal amount \| $			$ 2,000,000													$ 1,500,000
Debt instrument conversion price per share \| $ / shares \| $ / shares			$ 10
Forfeited and issued shares capped			600,000
Debt instrument, interest rate			8.00%
Debt instrument, maturity date range, start												Jan. 10, 2024
Debt instrument, maturity date range, end												Sep. 30, 2024
Share transfer agreement description												for each $10.00 in principal borrowed under the New Alco 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 shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000.
GEM Agreements [Member]
Business Acquisition [Line Items]
Debt instrument, interest rate			0.00%
Equity commitment by investor \| $									$ 100,000,000
Amount divided on number of equity interests to obtain quotient \| $									$ 650,000,000
Convertible debenture \| $			$ 2,000,000
Convertible debenture maturity period			5 years
7GC Promissory Notes [Member]
Business Acquisition [Line Items]
Debt instrument conversion price per share \| $ / shares \| $ / shares				$ 2.86
Maximum borrowing capacity \| $				$ 2,300,000
Debt instrument, convertible, threshold trading days \| TradingDay				30
CP BF Senior Convertible Notes [Member]
Business Acquisition [Line Items]
Debt instrument conversion price per share \| $ / shares \| $ / shares							$ 4.35
Convertible written notice period							5 days
CP BF Senior Convertible Notes [Member] \| First Senior Convertible Note [Member]
Business Acquisition [Line Items]
Aggregate principal amount \| $																	$ 321,345	$ 1,500,000
Common Class A [Member]
Business Acquisition [Line Items]
Common stock shares issued											17,910,455	13,708,122
Common stock, shares authorized		250,000,000									250,000,000	250,000,000	250,000,000
Common stock, shares outstanding											17,910,455	13,708,122	2,560,926
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares		$ 0.0001
Total consideration payable in shares of class A common stock or shares of class B common stock \| $		$ 100,000,000
Common stock shares issued		300,000
Common Class A [Member] \| Share Transfer Agreements and Alco Promissory Notes [Member]
Business Acquisition [Line Items]
Common stock shares issued			825,000		75,000	150,000
Common Class A [Member] \| GEM Agreements [Member]
Business Acquisition [Line Items]
Percentage of right to purchase of total equity interests			3.00%
Common Class A [Member] \| 7GC Promissory Notes [Member]
Business Acquisition [Line Items]
Debt instrument, convertible, threshold trading days \| TradingDay				30
Common Class A [Member] \| Cantor Fee Agreement [Member]
Business Acquisition [Line Items]
Common stock shares issued	1,113,927
Common Class B [Member]
Business Acquisition [Line Items]
Common stock shares issued											2,311,134	2,311,134
Common stock, shares authorized		25,000,000									25,000,000	25,000,000	25,000,000
Common stock, shares outstanding											2,311,134	2,311,134	3,884,673
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 issued											20,221,589	16,019,256
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
7GC Class B Common Stock [Member] \| Share Transfer Agreements and Alco Promissory Notes [Member]
Business Acquisition [Line Items]
Forfeiture of common stock shares			825,000		75,000	150,000
Banzai International Inc [Member]
Business Acquisition [Line Items]
Total consideration payable in shares of class A common stock or shares of class B common stock \| $		$ 100,000,000									$ 100,000,000	$ 100,000,000
Exchange ratio		0.6147
Aggregate consideration payable to security holders \| $		$ 100,000,000
Common stock shares issued										8,276,972
Common stock, shares outstanding										8,276,972
Increase of reclassification of series a preferred stock into common stock										1,431,443
Banzai International Inc [Member] \| Series A Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred stock, par value \| $ / shares		$ 0.0001
Preferred stock, convertible, conversion ratio		1
Preferred stock, shares outstanding										2,328,823
Decrease in stock due to retrospective impact of recapitalization										(897,380)
Banzai International Inc [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares		$ 0.0001	$ 0.0001
Common stock shares issued										1,956,972		13,708,122	2,560,926
Common stock, shares outstanding										1,956,972		13,708,122	2,560,926
Decrease in stock due to retrospective impact of recapitalization										(754,119)
Banzai International Inc [Member] \| Common Class B [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares		$ 0.0001
Common stock, convertible, conversion ratio		1
Common stock shares issued										6,320,000		2,311,134	3,884,673
Common stock, shares outstanding										6,320,000		2,311,134	3,884,673
Decrease in stock due to retrospective impact of recapitalization										(2,435,327)
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
Exchange ratio		10
Common stock shares issued												16,019,256	6,445,599
Common stock, shares outstanding												16,019,256	6,445,599
Decrease in stock due to retrospective impact of recapitalization										1,758,003
Banzai International Inc [Member] \| Common Stock [Member] \| GEM Agreements [Member]
Business Acquisition [Line Items]
Percentage of right to purchase of total equity interests									3.00%
7GC & Co. Holdings Inc. [Member] \| Cantor Fee Agreement [Member] \| Cantor Fitzgerald [Member]
Business Acquisition [Line Items]
Deferred underwriting fees forfeit \| $															$ 4,050,000
Deferred underwriting fees payable \| $															8,050,000
Increase decrease in deferred underwriting fees \| $															$ 4,000,000
Deferred underwriting fees payable in shares															400,000

Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 0.61			$ 1.54
Exercise price	$ 0.61	$ 11.98		$ 1.04
Expected volatility	75.00%	80.00%	80.00%	53.61%
Expected volatility maximum	76.00%	81.13%	110.95%	55.30%
Risk-free interest rate		4.28%	3.46%	1.95%
Risk-free interest rate maximum	4.20%	4.31%	4.31%	2.85%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price		$ 8.58	$ 11.98
Exercise price			$ 11.98
Expected term (in years)	6 years 29 days	6 years 29 days	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	$ 8.38
Exercise price			$ 8.38
Expected term (in years)	5 years 9 months	5 years 3 months	5 years	5 years 11 months 8 days

Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	$ 0	$ 8,802,196	$ 8,802,196	$ 3,121,591
Change in fair value	0	303,139	(2,752,430)	4,078,431
Loss on modification			0	1,602,174
Conversion of SAFEs			(6,049,766)	0
Ending balance		9,105,335	0	8,802,196
Third Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	$ 0	663,804	663,804	235,409
Change in fair value		22,861	(207,570)	307,569
Loss on modification				120,826
Conversion of SAFEs			(456,234)
Ending balance		$ 686,665	$ 0	$ 663,804

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Service Trade	$ 333,219	$ 364,384	$ 97,875
Prepaid consulting costs	13,258	120,332	3,124
Prepaid data license and subscription costs	37,500	53,124	40,000
Prepaid commissions	38,462	51,472	69,737
Prepaid software costs	17,439	29,887	10,255
Prepaid merchant fees	29,182	26,224	26,401
Prepaid insurance costs	445,963	17,661	15,430
Prepaid advertising and marketing costs	146,201	11,074	32,178
Other current assets	12,690	66,997	38,507
Total prepaid expenses and other current assets	$ 1,073,914	$ 741,155	$ 333,507

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

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

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 1/1/2024		Closing Balance 3/31/2024		Opening Balance 1/1/2023		Closing Balance 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

7. Revenue

The Company’s services include providing

end-to-end

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

in-person

marketing campaigns.

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

30-day

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

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

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

obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Nature of Products and Services

Demio

Reach

in-person

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

Service Trade Revenue

The Company has one customer for which the customer is also a vendor. For this one customer, the Company exchanged services for approximately $375,000 and $293,500, during the years ended December 31, 2023 and 2022, respectively.

Disaggregation of Revenue

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


	Year Ended December 31,
	2023					2022
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,677,050		59	%	$	3,307,129		62	%
Europe, Middle East and Africa (EMEA)		1,511,886		33	%		1,588,539		30	%
Asia Pacific		372,364		8	%		437,311		8	%

Total	$	4,561,300		100	%	$	5,332,979		100	%

Contract Balances

Accounts Receivable, Net


	For The Years Ended December 31,
	2023				2022
	Opening Balance		Closing Balance		Opening Balance		Closing Balance
Accounts receivable, net	$	68,416	$	105,049	$	74,727	$	68,416

Costs to Obtain a Contract

Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the years ended December 31, 2023 and 2022, commission expenses were $299,450 and $434,446, respectively. Capitalized commissions at the years ended December 31, 2023 and 2022 were $51,472 and $69,737, respectively, and are included within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

The following summarizes the Costs to obtain a contract activity during the years ended December 31, 2023 and 2022:


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

Balance—December 31, 2022		69,737
Commissions Incurred		242,810
Deferred Commissions Recognized		(261,075	)

Balance—December 31, 2023	$	51,472

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Summary of Convertible Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Face value of the convertible notes	$ 1,821,345	$ 1,821,345	$ 1,821,345
Debt discount, net	(34,531)	(41,983)	(63,715)
Convertible Notes Payable, Total	1,786,814	1,779,362	1,757,630
Accrued interest	1,023,075	914,479	518,904
Total convertible notes and accrued interest	$ 2,809,889	$ 2,693,841	$ 2,276,534

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Equity - Additional Information (Details) - USD ($)				3 Months Ended		12 Months Ended
Equity - Additional Information (Details) - USD ($)	Dec. 28, 2023	Dec. 14, 2023	Feb. 19, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2024	Jul. 01, 2022
Class of Stock [Line Items]
Common stock, shares authorized		350,000,000		275,000,000		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	75,000,000
Preferred stock, par value		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares outstanding				0		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.		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	6,445,599
General and administrative expenses				$ 4,308,929	$ 3,170,063	$ 12,905,073	$ 9,275,251
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.
Maximum [Member]
Class of Stock [Line Items]
Common stock, shares authorized				275,000,000		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;		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		$ 0
Commitment fee payable		500,000
General and administrative expenses		$ 3,823,000
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.
Class A Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized		250,000,000		250,000,000		250,000,000	250,000,000
Common stock, shares outstanding				17,910,455		13,708,122	2,560,926
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
Conversion of stock, shares converted				1,445,524
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%
Cash structuring fee		$ 35,000
Common stock price per share		$ 10
Maximum conversion price		$ 2
Common stock shares issued		300,000
Aggregate fair value of comon stock issued		$ 3,288,000
Shares issued as payment of deferred fee				710,025
Class A Common Stock [Member] \| Cantor Fee Agreement [Member]
Class of Stock [Line Items]
Common stock shares issued	1,113,927
Class A Common Stock [Member] \| Demio [Member] \| Shareholders and Founders [Member] \| Restricted Stock [Member]
Class of Stock [Line Items]
Share issued			745,800
Class A Common Stock [Member] \| Banzai International Inc [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted		2,328,823
Common stock, shares outstanding		1,432,443
Class A Common Stock [Member] \| High Attendance [Member] \| Restricted Stock [Member]
Class of Stock [Line Items]
Common stock par value									$ 0.0001
Class A Common Stock [Member] \| High Attendance [Member] \| Shareholder [Member] \| Restricted Stock [Member]
Class of Stock [Line Items]
Share issued			81,908
Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized		25,000,000		25,000,000		25,000,000	25,000,000
Common stock, shares outstanding				2,311,134		2,311,134	3,884,673
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%
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

Going Concern - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash	$ 1,000,000		$ 2,100,000
Cash flows from operating activities	(2,116,786)	$ (1,479,171)	(1,550,781)	$ (5,168,175)
Accumulated deficit	$ (51,266,596)		$ (46,766,324)	$ (32,360,062)

- Definition

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.

+ References + Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

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	Dec. 31, 2022	Mar. 27, 2024	Feb. 14, 2024	Jan. 31, 2024	Feb. 19, 2021
Debt Instrument [Line Items]
Aggregate principal amount			$ 3,500,000
Original issuance price				$ 0.61			$ 1.54
Change in fair value of convertible promissory notes				$ 544,000	$ 0	$ (34,000)	$ 0
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
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
Increased principal amount agreed to advance		1,000,000	1,000,000
Aggregate principal amount		4,500,000	$ 4,500,000
Maximum floor price			$ 2							$ 2
Floor price									$ 0.294
CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Aggregate principal amount											$ 8,000,000
CP BF Lending, LLC [Member] \| Term Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount											6,500,000
CP BF Lending, LLC [Member] \| Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount											$ 1,500,000
Maximum [Member]
Debt Instrument [Line Items]
Original issuance price					$ 8.58	$ 11.98
Time to maturity				6 years 29 days	6 years 29 days	6 years 29 days	6 years 29 days
Class A Common Stock [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 1,500,000
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted				1,445,524
Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 1,800,000			$ 1,766,000
Outstanding principal amount						2,000,000
Interest expense						$ 0
Original issuance price			$ 10.96			$ 1.88
Estimated equity volatility			43.00%			71.00%
Time to maturity			6 months			5 months 15 days
Discounted market interest rate			14.90%			14.00%
Risk free rate			5.30%			5.28%
Probability of optional redemption rate			10.00%			10.00%
Change in fair value of convertible promissory notes						$ 34,000
Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 3,064,000		1,766,000
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%
Gain (loss) on change in fair value of convertible notes liability				$ (544,000)
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			$ 200,000
Prepayment premium			10.00%
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
Debt instrument, increase in interest rate			18.00%
Repayment of convertible debt			$ 1,000,000
Percentage of repayment of convertible debt, amount			10.00%
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%
Subsequent Event [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount		1,000,000						$ 1,500,000
Increased principal amount agreed to advance		1,000,000						1,500,000
Aggregate principal amount		$ 4,500,000						$ 4,500,000
Subsequent Event [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount									$ 7,000,000

Revenue - Summary of Costs to Obtain Contract Activity (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Capitalized Contract Cost, Net [Abstract]
Beginning Balance	$ 51,472	$ 69,737	$ 69,737	$ 90,662
Commissions Incurred	31,610	88,928	242,810	343,003
Deferred Commissions Recognized	(44,620)	(104,289)	(261,075)	(363,928)
Ending Balance	$ 38,462	$ 54,376	$ 51,472	$ 69,737

Fair Value Measurements - Summary of Changes in the Fair Value of the Public Warrants Liability (Details) - Public Warrants Liability [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	$ 575,000	$ 0
Merger date assumption of public warrants		460,000
Change in fair value		115,000
Balance at March 31, 2024		575,000
Fair Value, Inputs, Level 1 [Member]
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	$ 575,000

Fair Value Measurements - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2021	Dec. 14, 2023
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes					$ 3,500,000
Bifurcated embedded derivative liabilities		$ 0
Conversion upon simple agreements for future equity		0
Simple Agreements for Future Equity (SAFE) [Member]
Fair Value Measurements (Details) [Line Items]
Discount price				15.00%
Face value of the convertible notes				$ 3,836,000
Yorkville Convertible Notes [Member]
Fair Value Measurements (Details) [Line Items]
Benefit (loss) of changes in the fair value of the Yorkville convertible note		$ (544,000)	$ (34,000)
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants outstanding	11,500,000	11,500,000	11,500,000
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities	$ (115,000)	$ (115,000)	$ 1,807,000
GEM Warrants Liability [Member]
Fair Value Measurements (Details) [Line Items]
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities		$ 408,000

Income Taxes - Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs [Abstract]
Net operating loss carryforwards	$ 6,368,669	$ 3,744,512
Contribution carryforwards	24,626	20,837
Stock-based compensation	155,404	25,216
Accrual to cash adjustment	1,299	482,109
Startup costs	1,816,143
Lease Liabilities	52,805	119,971
Right of use assets	(30,236)	(71,024)
Capitalized R&D costs (Sec. 174)	798,802	451,195
Other	(3,363)	696
Total deferred tax assets	9,184,149	4,773,512
Valuation allowance	$ (9,184,149)	$ (4,773,512)

Summary of Significant Accounting Policies - Summary of Changes in Allowance for Credit Losses (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance - December 31, 2023	$ 107,860
Change in provision for credit losses	(102,112)
Balance - March 31, 2024	$ 5,748

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Fair Value Measurements (Details) [Line Items]

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

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

Description	Level		December 31, 2023		December 31, 2022
Liabilities:
Warrant liabilities—public		2	$	575,000	$	—
GEM warrant liabilities		3	$	641,000	$	—
Yorkville convertible note		3	$	1,766,000	$	—
Bifurcated embedded derivative liabilities		3	$	—	$	845,473
Bifurcated embedded derivative liabilities—related party		3	$	—	$	1,936,827
SAFE		3	$	—	$	663,804
SAFE—related party		3	$	—	$	8,802,196

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

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


	Fair Value
Balance at December 31, 2022	$	—
Issuance of yorkville convertible note		1,800,000
Change in fair value		(34,000	)

Balance at December 31, 2023	$	1,766,000

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

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


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	—		$	4,000
Issuance of convertible notes with bifurcated embedded derivatives		1,398,595			586,405
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375			625
Extinguishment of Old Alco Note derivative		(70,000	)		—
Change in fair value		606,857			254,443

Balance at December 31, 2022		1,936,827			845,473
Issuance of convertible notes with bifurcated embedded derivative		1,126,451			559,390
Change in fair value		(3,063,278	)		(1,404,863	)

Balance at December 31, 2023	$	—		$	—

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

The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See

Note 16—Simple Agreements for Future Equity

for further detail), which represents a recurring fair value measurement at the end of each reporting period:


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	3,121,591		$	235,409
Change in fair value		4,078,431			307,569
Loss on modification		1,602,174			120,826

Balance at December 31, 2022		8,802,196			663,804
Change in fair value		(2,752,430	)		(207,570	)
Conversion of SAFEs		(6,049,766	)		(456,234	)

Balance at December 31, 2023	$	—		$	—

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

The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 2 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2022	$	—
Merger date assumption of public warrants		460,000
Change in fair value		115,000

Balance at December 31, 2023	$	575,000

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

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, 2022	$	—
Issuance of GEM warrants		2,448,000
Change in fair value		(1,807,000	)

Balance at December 31, 2023	$	641,000

- Definition

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.

+ References + Details

Debt - Summary of Term Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Face value of the CB BF term note	$ 6,500,000	$ 6,500,000	$ 6,500,000
Debt discount, net	(107,011)	(129,586)	(192,911)
Carrying value of the CB BF term note	6,392,989	6,370,414	6,307,089
Accrued interest	555,721	289,373	186,962
Total CB BF term note and accrued interest	$ 6,948,710	$ 6,659,787	$ 6,494,051

- Definition

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.

+ References

+ Details

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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.

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

8. 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 years ended December 31, 2023 and 2022. The carrying amount of accounts payable approximated fair value as they are short term in nature.

Fair Value on a

Non-recurring

Basis

The fair value of

non-financial

assets measured at fair value on a

non-recurring

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

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820

Fair Value Measurements and Disclosures

for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually. The estimated fair value of the Public Warrants liabilities represent 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		December 31, 2023		December 31, 2022
Liabilities:
Warrant liabilities—public		2	$	575,000	$	—
GEM warrant liabilities		3	$	641,000	$	—
Yorkville convertible note		3	$	1,766,000	$	—
Bifurcated embedded derivative liabilities		3	$	—	$	845,473
Bifurcated embedded derivative liabilities—related party		3	$	—	$	1,936,827
SAFE		3	$	—	$	663,804
SAFE—related party		3	$	—	$	8,802,196

Warrant Liability—Public Warrants

The Company assumed 11,500,000 Public Warrants in the Merger which remained outstanding as of December 31, 2023. The fair values of the Public Warrants are measured based on the listed market price of such warrants through December 31, 2023. See

Note 15—Warrant Liabilities

for further details.

For the period from December 14, 2023 through December 31, 2023, 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 in the accompanying condensed consolidated statements of operations.

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

zero-coupon

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


	Fair Value
Balance at December 31, 2022	$	—
Merger date assumption of public warrants		460,000
Change in fair value		115,000

Balance at December 31, 2023	$	575,000

Warrant Liability—GEM Warrants

Note 15—Warrant Liabilities

for further details.

As of December 31, 2023, the Company recognized a benefit (loss) of approximately $1,807,000, 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, 2022	$	—
Issuance of GEM warrants		2,448,000
Change in fair value		(1,807,000	)

Balance at December 31, 2023	$	641,000

Yorkville Convertible Note

The measurement of fair value of the Yorkville convertible note 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 14—Debt

for further details.

Issuance of yorkville convertible note

As of December 31, 2023, the Company recognized a benefit (loss) of approximately $(34,000) resulting from changes in the fair value of the Yorkville convertible note, 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 note which is a Level 3 financial liability measured at fair value on a recurring basis:


	Fair Value
Balance at December 31, 2022	$	—
Issuance of yorkville convertible note		1,800,000
Change in fair value		(34,000	)

Balance at December 31, 2023	$	1,766,000

Bifurcated Embedded Derivative Liability

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

Note 14—Debt

for further details.


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	—		$	4,000
Issuance of convertible notes with bifurcated embedded derivatives		1,398,595			586,405
Issuance of CP BF convertible notes with bifurcated embedded derivative		1,375			625
Extinguishment of Old Alco Note derivative		(70,000	)		—
Change in fair value		606,857			254,443

Balance at December 31, 2022		1,936,827			845,473
Issuance of convertible notes with bifurcated embedded derivative		1,126,451			559,390
Change in fair value		(3,063,278	)		(1,404,863	)

Balance at December 31, 2023	$	—		$	—

Simple Agreements for Future Equity (SAFE)

“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 16—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 and 2022 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the SAFEs on the date of issuance was determined to be $3,836,000. 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. Refer to

Note 16—Simple Agreements for Future Equity

for further details.

The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See

Note 16—Simple Agreements for Future Equity

for further detail), which represents a recurring fair value measurement at the end of each reporting period:


	Fair Value
	Related Party			Third Party
Balance at December 31, 2021	$	3,121,591		$	235,409
Change in fair value		4,078,431			307,569
Loss on modification		1,602,174			120,826

Balance at December 31, 2022		8,802,196			663,804
Change in fair value		(2,752,430	)		(207,570	)
Conversion of SAFEs		(6,049,766	)		(456,234	)

Balance at December 31, 2023	$	—		$	—

- Definition

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.

+ References + Details

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (4,500,272)	$ (3,765,122)	$ (14,406,262)	$ (15,468,502)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1,564	2,404	7,160	9,588
Provision for credit losses on accounts receivable	(2,191)	(68,285)	(102,112)	92,619
Non-cash settlement of GEM commitment fee	200,000	0
Non-cash share issuance for marketing expenses	48,734	0
Non-cash shares issued to Yorkville for aggregate commitment fee			3,288,000	0
Non-cash issuance of warrants accounted for as liabilities			2,448,000	0
Non-cash GEM commitment fee expense			2,000,000
Amortization of operating lease right-of-use assets	43,705	43,086	173,245	152,018
Impairment of operating lease right-of-use assets			0	303,327
Stock based compensation expense	252,967	402,448	1,245,796	770,336
Gain on extinguishment of liability	(527,980)	0	0	56,653
Loss on debt issuance	171,000	0
Excise tax			305,719	0
Change in fair value of convertible promissory notes	544,000	0	(34,000)	0
Changes in operating assets and liabilities:
Accounts receivable	72,570	74,946	65,479	(86,308)
Prepaid expenses and other current assets	(186,558)	(31,969)	(407,648)	425,011
Deferred offering costs	0	(127,054)	(1,708,163)	0
Other assets			0	52,591
Accounts payable	1,897,046	1,175,710	5,339,614	660,844
Due to related party			67,118	0
Deferred revenue	31,210	103,164	283,660	(129,604)
Accrued expenses and other current liabilities			4,448,867	384,641
Operating lease liabilities	(75,078)	(68,373)	(284,963)	(243,596)
Earnout liability	(22,274)	(200,000)	(229,700)	(710,901)
Deferred fees			500,000	0
Other liabilities			0	(37,837)
Accrued expenses	(524,713)	(200,224)
Net cash used in operating activities	(2,116,786)	(1,479,171)	(1,550,781)	(5,168,175)
Cash Flows from Investing Activities
Purchase of property and equipment			0	(10,806)
Net cash used in investing activities			0	(10,806)
Cash Flows from Financing Activities:
Effect of Merger, net of transaction costs (Note 4)			(7,615,462)	0
Deferred offering costs			0	(1,524,934)
Payment of GEM commitment fee	(1,200,000)	0
Proceeds from issuance of common stock	0	5,543	30,761	5,016
Net cash provided by financing activities	1,050,000	1,505,543	2,621,000	4,415,930
Net (decrease) / increase in cash	(1,066,786)	26,372	1,070,219	(763,051)
Cash at beginning of period	2,093,718	1,023,499	1,023,499	1,786,550
Cash at end of period	1,026,932	1,049,871	2,093,718	1,023,499
Supplemental disclosure of cash flow information:
Cash paid for interest	44,814	234,336	955,848	630,454
Cash paid (refund) for taxes			9,862	(4,875)
Non-cash investing and financing activities
Shares issued to GEM	100,000	0	(111)	0
Shares issued to Yorkville for commitment fee	500,000	0	3,288,000	0
Issuance of warrants accounted for as a liability			2,448,000	0
GEM commitment fee			2,000,000	0
Deferred offering costs			(3,233,097)
Debt issuance costs			0	25,896
Right-of-use assets obtained in exchange for lease obligations			0	762,603
Shares issued to Roth for advisory fee	278,833	0
Shares issued for marketing services	194,935	0
Settlement of GEM commitment fee	200,000	0
Issuance of promissory note - GEM	1,000,000	0
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	374,944	151,316	686,016	854,379
Amortization of debt discount and issuance costs	30,027	149,798	958,822	235,463
Change in fair value of warrant liability	(408,000)	0	(1,807,000)	0
Loss on modification of simple agreement for future equity			0	120,826
Change in fair value of simple agreement for future equity	0	22,861	(207,570)	307,569
Change in fair value of bifurcated embedded derivative liabilities	0	32,415	(1,404,863)	254,443
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes, net of issuance costs	2,250,000	0	3,235,000	1,753,558
Non-cash investing and financing activities
Conversion of simple agreement for future equity			456,234	0
Conversion of convertible notes			3,346,232	0
Convertible note issued in settlement of accrued interest			0	321,345
Bifurcated embedded derivative liabilities at issuance			0	541,223
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	87,758	90,422	513,977	55,086
Amortization of debt discount and issuance costs	489,755	292,862	2,410,735	485,717
Change in fair value of warrant liability	(115,000)	0	115,000	0
Loss on modification of simple agreement for future equity			0	1,602,174
Change in fair value of simple agreement for future equity	0	303,139	(2,752,430)	4,078,431
Change in fair value of bifurcated embedded derivative liabilities	0	137,285	(3,063,278)	606,857
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable, net of issuance costs			4,387,701	0
Proceeds from issuance of convertible notes, net of issuance costs	0	1,500,000	2,583,000	4,182,290
Non-cash investing and financing activities
Modification of convertible notes payable			9,909	0
Shares issued under share transfer agreement			2,498,965	0
Conversion of simple agreement for future equity			6,049,766	0
Conversion of convertible notes	2,540,091	0	7,271,368	0
Convertible note issued in settlement of accrued interest			0	100,538
Bifurcated embedded derivative liabilities at issuance			$ 0	$ 1,292,777
Yorkville [Member]
Non-cash investing and financing activities
Conversion of convertible notes	$ 1,667,000	$ 0

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Underlying Options, Beginning balance	748,086	370,998	480,492
Shares Underlying Options, Granted	54,000	821,998	235,109
Shares Underlying Options, Exercised		(17,643)	(8,538)
Shares Underlying Options, Expired		(12,908)	(120,569)
Shares Underlying Options, Forfeited	(714)	(414,359)	(215,496)
Shares Underlying Options, Ending balance	801,372	748,086	370,998	480,492
Shares Underlying Options, Exercisable	344,304	345,018
Weighted Average Exercise Price, Beginning Balance	$ 5.87	$ 2.13	$ 1.87
Weighted Average Exercise Price, Granted	0.61	10.01	2.77
Weighted Average Exercise Price, Exercised		2.19	1.24
Weighted Average Exercise Price, Expired		11.97	1.38
Weighted Average Exercise Price, Forfeited	2.82	10.76	2.59
Weighted Average Exercise Price, Ending Balance	5.52	5.87	$ 2.13	$ 1.87
Weighted Average Exercise Price, Exercisable	$ 4.23	$ 4.23
Weighted Average Remaining Contractual Term (in years), Outstanding	8 years 3 months 21 days	8 years 5 months 4 days	7 years 11 months 12 days
Weighted Average Remaining Contractual Term (in years), Granted	10 years
Weighted Average Remaining Contractual Term (in years), Exercisable	7 years 3 months 21 days	7 years 6 months 21 days
Intrinsic Value, Outstanding, Beginning balance	$ 103,662	$ 3,433,946
Intrinsic Value, Exercised		4,440	$ 10,835
Intrinsic Value, Outstanding, Ending balance	13,245	103,662	$ 3,433,946
Intrinsic Value, Exercisable	$ 13,191	$ 103,251
Previously Reported [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Underlying Options, Beginning balance			781,715
Shares Underlying Options, Ending balance				781,715
Weighted Average Exercise Price, Beginning Balance			$ 1.15
Weighted Average Exercise Price, Ending Balance				$ 1.15
Weighted Average Remaining Contractual Term (in years), Outstanding				7 years 2 months 12 days
Intrinsic Value, Outstanding, Beginning balance			$ 369,102
Intrinsic Value, Outstanding, Ending balance				$ 369,102
Retroactive Application of Recapitalization [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Underlying Options, Beginning balance			(301,223)
Shares Underlying Options, Ending balance				(301,223)
Weighted Average Exercise Price, Beginning Balance			$ 0.72
Weighted Average Exercise Price, Ending Balance				$ 0.72

Fair Value Measurements - Summary of Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Bifurcated embedded derivative liabilities	$ 0
Related Party [Member]
Liabilities:
Bifurcated embedded derivative liabilities		$ 0	$ 1,936,827
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liabilities - public		575,000
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrant liabilities - public	460,000	575,000
Fair Value, Inputs, Level 3 [Member]
Liabilities:
GEM warrant liabilities	233,000	641,000
Yorkville convertible note	$ 3,064,000	$ 1,766,000
Bifurcated embedded derivative liabilities			845,473
SAFE			663,804
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Liabilities:
Bifurcated embedded derivative liabilities			1,936,827
SAFE			$ 8,802,196

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

9. Property and Equipment

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


	December 31,
	2023			2022
Computers and equipment	$	30,867		$	30,866
Less: accumulated depreciation		(26,223	)		(19,063	)

Property and equipment, net	$	4,644		$	11,803

Depreciation expense for the years ended December 31, 2023 and 2022 was $7,160 and $9,588, respectively.

Debt - Additional Information (Details 5) - USD ($)					1 Months Ended	3 Months Ended		12 Months Ended
Debt - Additional Information (Details 5) - USD ($)	Feb. 05, 2024	Dec. 14, 2023	Dec. 13, 2023	Feb. 19, 2021	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 10, 2022	May 31, 2022
Debt Instrument [Line Items]
Aggregate principal amount		$ 3,500,000
Common stock, value, issued						$ 2,022		$ 1,602	$ 645
Class A Common Stock [Member]
Debt Instrument [Line Items]
Aggregate principal amount		1,500,000
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 Agreement [Member] \| Gem Warrant [Member]
Debt Instrument [Line Items]
Percentage of right to convert warrant to common shares											3.00%
Share Purchase Agreement [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Common stock, value, issued											$ 100,000,000
GEM Term Sheet [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Convertible debenture		$ 2,000,000	$ 2,000,000					2,000,000
Convertible debenture maturity period		5 years	5 years
Coupon rate		0.00%	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%	3.00%
Maximum [Member] \| Share Purchase Agreement [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Common stock, value, issued		$ 100,000,000
CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Derivatives measured at fair value				$ 3,000
Aggregate principal amount				8,000,000
Convertible Notes [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Capitalized debt issuance costs				71,674
Aggregate principal amount				1,500,000
Convertible Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Debt Issuance Costs Incurred During The Period Gross									2,000
Interest expense						$ 116,411	$ 98,432	422,507	319,743
Interest expense debt						108,596	91,860	395,575	303,121
Debt related commitement fees and debt issuance costs						$ 7,815	$ 6,572	$ 26,932	$ 16,622
Effective interest rate percentage						16.00%	16.00%	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	$ 1,140,106	$ 1,110,296
Interest expense debt						266,348	259,443	1,058,230	1,042,291
Debt related commitement fees and debt issuance costs						$ 25,979	$ 18,721	$ 81,876	$ 68,006
Term Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Capitalized debt issuance costs				310,589
Aggregate principal amount				$ 6,500,000
Effective interest rate percentage						16.00%	16.00%	16.00%	16.00%
First Amendment Convertible Note [Member]
Debt Instrument [Line Items]
Amendment fee		$ 23,748
First Amendment Convertible Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Aggregate principal amount										$ 321,345

Debt - Summary of Related Party and Third Party Convertible Notes (Details) - USD ($)	Dec. 31, 2023	Dec. 14, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Face value of the convertible notes		$ 3,500,000
Related Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	$ 6,783,538		$ 4,200,538
Debt discount, net	(131,867)		(849,656)
Carrying value of the convertible notes	6,651,671		3,350,882
Accrued interest	619,697		155,626
Conversion of convertible notes	(7,271,368)
Total convertible notes and accrued interest			3,506,508
Nonrelated Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes		$ 3,346,232
Face value of the convertible notes	3,196,206		1,761,206
Debt discount, net	(83,688)		(398,034)
Carrying value of the convertible notes	3,112,518		1,363,172
Accrued interest	233,714		45,654
Conversion of convertible notes	$ (3,346,232)
Total convertible notes and accrued interest			$ 1,408,826

Fair Value Measurements - Summary of Derivative Liabilities (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party [Member]
Subsidiary, Sale of Stock [Line Items]
Beginning balance	$ 0	$ 1,936,827	$ 1,936,827	$ 0
Issuance of convertible notes with bifurcated embedded derivatives		707,000	1,126,451	1,398,595
Issuance of CP BF convertible notes with bifurcated embedded derivative				1,375
Extinguishment of Old Alco Note derivative				(70,000)
Change in fair value	0	137,285	(3,063,278)	606,857
Ending balance		2,781,112	0	1,936,827
Third Party [Member]
Subsidiary, Sale of Stock [Line Items]
Beginning balance	$ 0	845,473	845,473	4,000
Issuance of convertible notes with bifurcated embedded derivatives		0	559,390	586,405
Issuance of CP BF convertible notes with bifurcated embedded derivative				625
Extinguishment of Old Alco Note derivative				0
Change in fair value		32,415	(1,404,863)	254,443
Ending balance		$ 877,888	$ 0	$ 845,473

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill

The following summarizes our goodwill activity during the years ended December 31, 2023 and 2022:


	Total
Goodwill—December 31, 2021	$	2,171,526
Impairment		—

Goodwill—December 31, 2022		2,171,526
Impairment		—

Goodwill—December 31, 2023	$	2,171,526

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

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

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

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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

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

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

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

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

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

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

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

+ Details

Commitments and Contingencies - Additional Information (Details) - USD ($)						3 Months Ended		12 Months Ended
	May 15, 2024	Mar. 29, 2024	Feb. 02, 2024	Dec. 28, 2023	Dec. 08, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 08, 2023
Loss Contingencies [Line Items]
Operating leases have remaining lease terms						6 months 3 days		9 months 3 days
Impairment loss on operating lease								$ 0	$ 303,327
Stock price						$ 0.61			$ 1.54
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	0	$ (56,653)
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
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, 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”).
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
Roth Addendum to Letter Agreements [Member] \| Class A Common Stock [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Share issued			175,000
Shares issued for acquisition	$ 300,000	$ 300,000	$ 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] \| New Banzai Class A Shares [Member]
Loss Contingencies [Line Items]
Deferred Underwriting Fees Payable In Shares										400,000
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		$ 8,050,000
Deferred underwriting fees forfeit										4,050,000
Increase decrease in deferred underwriting fees										$ 4,000,000
7GC & Co. Holdings Inc. [Member] \| Cantor Fitzgerald [Member] \| Cantor Fee Agreement [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Deferred fee payable in form of shares				1,113,927
Fair value of deferred fee payable in form of shares				$ 2,450,639
Stock price				$ 2.2

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

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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

4. Reverse Merger Capitalization with

C & Co. Holdings Inc.

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.

Preferred Stock Conversion

Immediately prior to the First Merger (the “First Effective Time”), each share of Legacy Banzai Series A preferred stock, par value $0.0001 (the “Legacy Banzai Preferred Stock”), that was issued and outstanding was automatically converted into one share of Legacy Banzai Class A Common Stock, par value $0.0001 (the “Legacy Banzai Class A Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy Banzai, such that each converted share of Legacy Banzai Preferred Stock was no longer outstanding and ceased to exist, and each holder of shares of Legacy Banzai Preferred Stock thereafter ceased to have any rights with respect to such securities.

At the First Effective Time, by virtue of the First Merger and without any action on the part of 7GC, First Merger Sub, Legacy Banzai or the holders of any of the following securities:

(a)

each outstanding share of Legacy Banzai Class A Common Stock, including the shares of Legacy Banzai Class A Common Stock from the conversion of the Legacy Banzai Preferred Stock described above, and each outstanding share of Class B common stock of Legacy Banzai, par value $0.0001 per share (the “Legacy Banzai Class B Common Stock” and together with Legacy Banzai Class A Common Stock, “Legacy Banzai Common Stock”) (in each case, other than dissenting shares and any shares held in the treasury of Legacy Banzai), was cancelled and converted into the right to receive a number of shares of Class A Common Stock or a number of shares of Class B common stock of the Company, par value $0.0001 (“Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”), respectively, equal to (x) the Per Share Value (as defined below) divided by (y) $10.00 (the “Exchange Ratio”);

(b)

(1) each option to purchase Legacy Banzai Class A Common Stock (“Legacy Banzai Option”), whether vested or unvested, that was outstanding immediately prior to the First Effective Time and held by any securityholders of Legacy Banzai immediately prior to the First Effective Time (each, a

“Pre-Closing

Holder”) who was providing services to Legacy Banzai immediately prior to the First Effective Time (a

“Pre-Closing

Holder Service Provider”), was assumed and converted into an option (a “Company Option”) to purchase shares of Class A Common Stock, calculated in the manner set forth in the Merger Agreement; and (2) the vested portion of each Legacy Banzai Option that was outstanding at such time and held by a

Pre-Closing

Holder who was not then providing services to Legacy Banzai (a

“Pre-Closing

Holder

Non-Service

Provider”) was assumed and converted into a Company Option to purchase shares of Class A Common Stock, calculated in the manner set forth in the Merger Agreement;

(c)

each right of each SAFE investor to receive a portion of the Total Consideration (as defined below) pursuant to certain Simple Agreements for Future Equity (“each, a “SAFE Agreement”) that was outstanding immediately prior to the First Effective Time was cancelled and converted into the right (each, a “SAFE Right”) to receive a number of shares of Class A Common Stock equal to (i) the Purchase Amount as defined in the applicable SAFE Agreement that governed such SAFE Right (the “SAFE Purchase Amount”) in respect of such SAFE Right divided by the Valuation Cap Price as defined in each SAFE Agreement in respect of such SAFE Right multiplied by (ii) the Exchange Ratio; and

(d)

each Subordinated Convertible Note set forth in Section 1.1(a) of the Legacy Banzai disclosure schedules to the Merger Agreement (the “Subordinated Convertible Notes”) that was outstanding immediately prior to the First Effective Time was cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (i) all of the outstanding principal and interest in

respect of such Subordinated Convertible Note, divided by the quotient obtained by dividing the Valuation Cap by the Fully Diluted Capitalization (each as defined in and determined pursuant to the terms of such Subordinated Convertible Note) in respect of such Subordinated Convertible Note, multiplied by (ii) the Exchange Ratio.

(e)

“Per Share Value” equals (i) an amount equal to $100,000,000, payable in shares of Class A Common Stock or shares of Class B Common Stock, as applicable (the “Total Consideration”), divided by (ii) (A) the total number of shares of Legacy Banzai Class A Common Stock and Legacy Banzai Class B Common Stock issued and outstanding as of immediately prior to the First Effective Time, (B) the maximum aggregate number of shares of Legacy Banzai Class A Common Stock issuable upon full exercise of Legacy Banzai Options issued, outstanding, and vested immediately prior to the First Effective Time, (C) the maximum aggregate number of shares of Legacy Banzai Class A Common Stock issuable upon conversion of certain senior convertible notes outstanding as of immediately prior to the First Effective Time at the applicable conversion price, (D) the maximum aggregate number of shares of Legacy Banzai Class A Common Stock issuable upon conversion of all of the outstanding principal and interest under the Subordinated Convertible Notes as of immediately prior to the First Effective Time at the applicable conversion price, and (E) the maximum aggregate number of shares of Legacy Banzai Class A Common Stock issuable upon conversion of the SAFE Purchase Amount under each SAFE Right as of immediately prior to the First Effective Time at the applicable SAFE Conversion Price.

At the effective time of the Second Merger (the “Second Effective Time”), by virtue of the Second Merger and without any action on the part of 7GC, Surviving Corporation, Second Merger Sub or the holders of any securities of 7GC or the Surviving Corporation or the Second Merger Sub, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time was cancelled and extinguished, and no consideration was delivered therefor.

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

Treatment of Outstanding Equity Awards

In addition, as of the First Effective Time: (i) each Legacy Banzai Option, whether vested or unvested, that was outstanding immediately prior to the First Effective Time and held by a

Pre-Closing

Holder Service Provider, was assumed and converted into a Company Option with respect to a number of shares of Class A Common Stock calculated in the manner set forth in the Merger Agreement; and (ii) the vested portion of each Legacy Banzai Option that was outstanding at such time and held by a

Pre-Closing

Holder

Non-Service

Provider was assumed and converted into a Company Option with respect to a number of shares of Class A Common Stock calculated in the manner set forth in the Merger Agreement. See

Note 19—Stock-Based Compensation

for further details related to the outstanding equity awards.

Treatment of SAFE Rights

As of the First Effective Time, each SAFE Right that was outstanding immediately prior to the First Effective Time was cancelled and converted into and became the right to receive a number of shares of Class A Common Stock equal to the SAFE Purchase Amount in respect of such SAFE Right divided by the SAFE Conversion Price in respect of such SAFE Right multiplied by (ii) the Exchange Ratio. See

Note 16—Simple Agreements for Future Equity

for further details related to the SAFEs.

Treatment of Convertible Notes

As of the First Effective Time, each Subordinated Convertible Note that was outstanding immediately prior to the First Effective Time was cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (i) all of the outstanding principal and interest in respect of such Subordinated Convertible Note divided by the Subordinated Convertible Note Conversion Price in respect of such Subordinated Convertible Note, multiplied by (ii) the Exchange Ratio. In connection with the Forbearance Agreement and amended and restated Senior Convertible Notes, each Senior Convertible Note remained outstanding following the Closing (to be convertible at CP BF’s option into shares of Class A Common Stock after the Merger).

On December 14, 2023, Legacy Banzai entered into the Forbearance Amendment, pursuant to which CP BF agreed not to exercise any right or remedy under the Loan Agreement with CP BF entered into on February 19, 2021 (the “CP BF Loan Agreement”), including its right to accelerate the aggregate amount outstanding under the CP BF Loan Agreement, until (a) the date that is the earlier of the date that all Yorkville Promissory Notes to be issued under the SEPA (See below for further detail) have been repaid (and/or converted) in full, or (b) six months after the Closing of the Merger. See below and

Note 14—Debt

for further details.

Material Agreements Related to the Close of the Merger

In connection with the close of the merger, the following material agreements and transactions were entered into by 7GC and Legacy Banzai:

•

Sponsor Forfeiture Agreement

—On August 4, 2023, 7GC, 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”), and Legacy Banzai entered into a Sponsor Forfeiture Agreement (the “Sponsor Forfeiture Agreement”), pursuant to which, contingent upon Closing, the Sponsor agreed to forfeit all 7,350,000 of its private placement warrants to purchase shares of 7GC Class A Common Stock, exercisable at $11.50 per share (the “Forfeited Private Placement Warrants”), acquired by the Sponsor in December 2020 in connection with the IPO. At the Closing, the Forfeited Private Placement Warrants were transferred from the Sponsor to 7GC for cancellation in exchange for no consideration, and 7GC retired and cancelled all of the Forfeited Private Placement Warrants.

•

Yorkville Standby Equity Purchase Agreement (“SEPA”)

—On December 14, 2023, the Company entered into the Original SEPA with Legacy Banzai and Yorkville. Additionally, Yorkville agreed to advance to the Company the principal amount of $3.5 million, which was subsequently increased pursuant to the SEPA Supplemental Agreement by $1.0 million to an aggregate principal amount of $4.5 million (the

“Pre-Paid

Advance”). The

Pre-Paid

Advance is evidenced by promissory notes convertible into shares of Class A Common Stock (each, a “Yorkville Promissory Note”). See

Note 14—Debt

and

Note 18—Equity

for further details of these transactions.

•

Share Transfer Agreements and Alco Promissory Notes

—In connection with the Merger, Legacy Banzai issued the Alco September 2023 Promissory Note and the Alco November 2023 Promissory Note and entered into certain share transfer agreements (the “Prior Transfer Agreements”), dated October 3, 2023 and November 16, 2023, with Alco, 7GC and Sponsor, pursuant to which the parties agreed, concurrently with and contingent upon the Closing, that the Sponsor would forfeit 150,000 and 75,000 shares of 7GC Class B Common Stock and the Company would issue to Alco 150,000 and 75,000 shares of Class A Common Stock.

On December 13, 2023, in connection with the Merger, 7GC and the Sponsor entered into a share transfer agreement (the “December Share Transfer Agreement”) with Alco, pursuant to which for each $10.00 in principal borrowed under the New Alco 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 shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. Additionally, in connection with the December Share Transfer Agreement, (a) Legacy Banzai issued the New Alco Note to Alco in the aggregate principal amount of $2.0 million, which bears interest at a rate of 8% per annum and will be due and payable on December 31, 2024, and (b) Legacy Banzai, Alco, and CP BF Lending, LLC agreed to amend that certain Subordinated Promissory Note issued by Legacy Banzai to Alco on September 13, 2023 in the aggregate principal amount of $1.5 million to extend the maturity date from January 10, 2024 to September 30, 2024 (the “Alco Note Amendment”). Immediately prior to, and substantially concurrently with, the Closing, (i) the Sponsor surrendered and forfeited to 7GC for no consideration an aggregate of 825,000 shares of 7GC Class B Common Stock and (ii) the Company issued to Alco 825,000 shares of Class A Common Stock pursuant to the Share Transfer Agreements. See

Note 14—Debt

for further details of these transactions.

•

GEM Agreements

—On May 27, 2022, Legacy Banzai entered into a certain share purchase agreement with GEM (the “GEM Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM was to purchase from Legacy Banzai (or its successor per the GEM Agreement) up to the number of duly authorized, validly issued, fully paid and

non-assessable

shares of common stock having an aggregate value of $100,000,000. Further, in terms of the GEM Agreement, on the date of public listing of Legacy Banzai, Legacy Banzai was required to make and execute a warrant granting GEM the right to purchase up to the number of common shares of Legacy Banzai that would be equal to 3% of the total equity interests, calculated on a fully diluted basis, and at an exercise price per share equal to the lesser of (i) the public offering price or closing bid price on the date of public listing or (ii) the quotient obtained by dividing $650 million by the total number of equity interests.

On December 13, 2023, Legacy Banzai and GEM entered into that certain binding term sheet (the “GEM Term Sheet”) and, on December 14, 2023, a letter agreement (the “GEM Letter”), agreeing to terminate in its entirety the GEM Agreement by and between Legacy Banzai and GEM, other than with respect to the Company’s obligation (as the post-combination company in the Merger) to issue to GEM a warrant (the “GEM Warrant”) granting 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, with the documentation of such debenture to be agreed upon and finalized promptly following the Closing. See

Note 15—Warrant Liabilities

for further details of these transactions, and

Note 21—Subsequent Events

for details related to the subsequent settlement agreement entered into with GEM, in 2024.

•

7GC Promissory Notes

—On December 12, 2023, in connection with the Merger, the Sponsor came to a

non-binding

agreement with 7GC to amend the optional conversion provision of the 7GC Promissory Notes, consisting of (i) the 7GC 2022 Promissory Note, issued by 7GC to the Sponsor, pursuant to which 7GC may borrow up to $2,300,000 from the Sponsor, and (ii) the 2023 Promissory Note, to provide that the Sponsor has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the Closing at a conversion price equal to the average daily VWAP of the Class A Common Stock for the 30 trading days following the Closing (equal to approximately $2.86 per share). See

Note 14—Debt and Note 6—Related Party Transactions

for further details of this transaction, and

Note 21—Subsequent Events

for details related to the subsequent conversion of the 7GC Promissory Notes, in 2024.

•

CP BF Senior Convertible Notes

—On February 19, 2021, Legacy Banzai issued the First Senior Convertible Note in an aggregate principal amount of $1,500,000 to CP BF in connection with the Loan Agreement. On October 10, 2022, the Loan Agreement was amended, whereby CP BF waived payment by Banzai of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for the Second Senior Convertible Note in an aggregate principal amount of $321,345. On August 24, 2023, Legacy Banzai and CP BF entered into the Forbearance Agreement, in connection with which they agreed to amend and restate the Senior Convertible Notes so that they would not convert at the Closing of the Merger as a “Change of Control.” After Closing, the Senior Convertible Notes became convertible, at CP BF’s option on 5 days’ written notice to the Company, into shares of Class A Common Stock. The Senior Convertible Notes provide that, at all times after a SPAC Transaction (as defined in the Senior Convertible Notes), the conversion price for any such conversion is approximately $4.35 per share (subject to adjustment as set forth therein). See

Note 14—Debt

for further details of this transaction.

•

Cantor Fee Agreement

—On November 8, 2023, Cantor Fitzgerald & Co. (“Cantor”) and 7GC entered into the Fee Reduction Agreement, pursuant to which Cantor agreed to forfeit $4,050,000 of the aggregate of $8,050,000 of deferred underwriting fees payable (“Original Deferred Fee”), with the remaining $4,000,000 payable by 7GC to Cantor (the “Reduced Deferred Fee”) following the Closing of the Merger. Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee was payable in the form of the Cantor Fee Shares, calculated as a number of shares of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of filing of this resale registration statement on Form

S-1,

as reported by Bloomberg through its “AQR” function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction). 7GC and Cantor amended the Fee Reduction Agreement on December 28, 2023 to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 shares of Class A Common Stock and to provide that Cantor is subject to a

12-month

lock-up

with respect to the Cantor Fee Shares. On December 28, 2023, the Company issued the Cantor Fee Shares to Cantor, covering the Reduced Deferred Fee in accordance with the Fee Reduction Agreement. Pursuant to the Fee Reduction Agreement, the Company also 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”). See

Note 17—Commitments and Contingencies

for further details of this transaction.

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 December 31, 2023, there were 16,019,256 shares of Common Stock and no shares of Preferred Stock outstanding.

Reconciliation of the Merger to the Company’s Consolidated Financial Statements

The following table reconciles the elements of the Merger to the consolidated statements of cash flows:


	Recapitalization
Deferred underwriting fees assumed	$	4,000,000
Convertible notes payable assumed		2,550,000
Warrant liabilities assumed		460,000
Less: effect on equity		(14,625,462	)

Effect of reverse recapitalization, net of transaction costs	$	(7,615,462	)

The following table reconciles the elements of the Merger to the consolidated statements of changes in stockholders’ deficit:


	Recapitalization
Cash	$	197,166
Non-cash net working capital assumed		(7,812,628	)
Deferred underwriting fees assumed		(4,000,000	)
Convertible notes payable assumed		(2,550,000	)
Fair value of assumed warrant liabilities		(460,000	)
Transaction costs		(3,233,097	)

Effect of reverse recapitalization	$	(17,858,559	)

The effect of the reverse recapitalization above differs from the effect of equity on the consolidated statements of cash flows, due to the transaction costs.

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. At January 1, 2022, the Company had 8,276,972 shares of common stock issued and outstanding, consisting of 1,956,972 shares of Class A common stock and 6,320,000 shares of Class B common stock. Additionally, the company had 2,328,823 shares of Series A preferred stock outstanding. The retrospective impact of the recapitalization to the Class A common stock and Class B common stock was a decrease of 754,119 and 2,435,327, respectively. The retrospective impact of the Series A preferred stock outstanding was a decrease of 897,380 shares. The total impact to common stock was 1,758,003 which was determined by the decrease in the Class A and Class B common stock of 754,119 and 2,435,327, respectively, offset by the increase of reclassification of the Series A preferred stock into common stock of 1,431,443.

The total shares of common stock issued and outstanding at December 31, 2022, after giving effect to the recapitalization and activity during the year, was 6,445,599, consisting of 2,560,926 shares of Class A common stock and 3,884,673 shares of Class B common stock. At December 31, 2023, the Company had 16,019,256 shares of common stock issued and outstanding, consisting of 13,708,122 shares of Class A common stock and 2,311,134 shares of Class B common stock.

Stock-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Assumptions Used to Compute Fair Value

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%

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


	December 31, 2023	December 31, 2022
Stock price	$8.38 - 11.98	$1.54
Exercise price	$8.38 - 11.98	$1.04
Expected volatility	80.00 - 110.95%	53.61 - 55.30%
Expected term (in years)	5.00 - 6.08	5.94 - 6.08
Risk-free interest rate	3.46 - 4.31%	1.95 - 2.85%

Summary of Stock Option Activity

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

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, 2021		781,715		$	1.15		7.20	$	369,102
Retroactive application of recapitalization (Note 4)		(301,223	)		0.72

Outstanding at December 31, 2021, after effect of Merger (Note 4)		480,492			1.87
Granted		235,109			2.77
Exercised		(8,538	)		1.24				10,835
Expired		(120,569	)		1.38
Forfeited		(215,496	)		2.59

Outstanding at December 31, 2022		370,998		$	2.13		7.95	$	3,433,946
Granted		821,998			10.01
Exercised		(17,643	)		2.19				4,440
Expired		(12,908	)		11.97
Forfeited		(414,359	)		10.76

Outstanding at December 31, 2023		748,086		$	5.87		8.43	$	103,662

Exercisable at December 31, 2023		345,018		$	4.23		7.56	$	103,251

Summary of Activity with Respect Status of, RSUs

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

Summary of Significant Accounting Policies - Summary of Capitalized Deferred Offering Costs (Details) - USD ($)	Dec. 31, 2023	Dec. 14, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized	$ 0	$ 3,233,097	$ 1,524,934
SPAC-related legal fees [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized		2,973,077	1,264,914
Investment bank advisory services [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized		135,000	135,000
Federal Trade Commission filing fees [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized		$ 125,020	$ 125,020

Stock-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

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.

19. Stock-Based Compensation

Prior to the Merger, the Company established the Banzai International, Inc. 2016 Equity Incentive Plan (“the 2016 Plan”) on April 26, 2016, to enable the Company to attract, incentivize and retain eligible individuals through the granting of awards in the Company. The maximum number of options that may be issued over the term of the Plan were initially set at 400,000 shares of common stock. On July 19, 2017, the 2016 Plan was amended to increase the maximum number of options that may be issued to 2,400,000 shares of common stock. Accordingly, the Company has reserved a sufficient number of shares to permit the exercise of options in accordance with the terms of the 2016 Plan. The term of each award under the 2016 Plan shall be no more than ten years from the date of grant thereof. The Company’s Board of Directors is responsible for the administration of the 2016 Plan and has the sole discretion to determine which grantees will be granted awards and the terms and conditions of the awards granted. As of December 31, 2023, 572,172 stock options remain available to be awarded under the 2023 Plan.

During 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 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 December 31, 2023, no shares have been awarded under the 2023 Plan.

The Company accounts for stock-based payments pursuant to ASC 718

Stock Compensation

and, accordingly, the Company records compensation expense for stock-based awards based upon an assessment of the grant date

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

zero-coupon

On December 3, 2023, the Board of Directors of Banzai approved the repricing of 359,673 outstanding stock options held by current employees to an exercise price of $5.15. No other changes to the original stock option grant terms were made.

The incremental compensation cost was measured as the fair value of the stock options immediately before and immediately after the modification. The Company determined the total incremental compensation cost from the modification to be $113,475, of which $23,849 related to fully vested options and was expensed as stock-based compensation expense, and $89,626 related to unvested options and will be recognized over the remaining service period.

In connection with the Merger, each option of Banzai that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by 7GC and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share (the “Substitute Options”), based on the Option Exchange Ratio (of 0.6147), and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of Banzai common stock underlying such Banzai option multiplied by the Option Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Banzai common stock by the Option Exchange Ratio. The percentage of total shares of Common Stock subject to each Substitute Option that is vested immediately following the Effective Time will equal the percentage of total shares of Banzai common stock subject to each Banzai option that is vested immediately prior to the Effective Time.

Upon the closing of the Merger, the outstanding and unexercised Banzai stock options became options to purchase an aggregate 748,087 shares of the Company’s Common Stock at a weighted average exercise price of $5.87 per share. The Company accounted for the Substitute Options as a modification of the existing options. Incremental compensation costs, measured as the excess, if any, of the fair value of the modified options over the fair value of the original options immediately before its terms are modified, is measured based on the fair value of the underlying shares and other pertinent factors at the modification date. The change to the award effected only the number of options and strike price by the same exchange ratio, the Company determined the change would not impact the fair value of the awards. As such, no incremental compensation costs relating to the Substitute Options was recorded at the date of modification.

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


	December 31, 2023	December 31, 2022
Stock price	$8.38 - 11.98	$1.54
Exercise price	$8.38 - 11.98	$1.04
Expected volatility	80.00 - 110.95%	53.61 - 55.30%
Expected term (in years)	5.00 - 6.08	5.94 - 6.08
Risk-free interest rate	3.46 - 4.31%	1.95 - 2.85%

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


	Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at December 31, 2021		781,715		$	1.15		7.20	$	369,102
Retroactive application of recapitalization (Note 4)		(301,223	)		0.72

Outstanding at December 31, 2021, after effect of Merger (Note 4)		480,492			1.87
Granted		235,109			2.77
Exercised		(8,538	)		1.24				10,835
Expired		(120,569	)		1.38
Forfeited		(215,496	)		2.59

Outstanding at December 31, 2022		370,998		$	2.13		7.95	$	3,433,946
Granted		821,998			10.01
Exercised		(17,643	)		2.19				4,440
Expired		(12,908	)		11.97
Forfeited		(414,359	)		10.76

Outstanding at December 31, 2023		748,086		$	5.87		8.43	$	103,662

Exercisable at December 31, 2023		345,018		$	4.23		7.56	$	103,251

In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $1,245,796 and $770,336, which is included in general and administrative expense for the years ended December 31, 2023 and 2022, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2023 and 2022 was $4.86 and $0.77, respectively. As of December 31, 2023 and 2022, $2,594,571 and $160,203 of unrecognized compensation expense related to

non-vested

awards is expected to be recognized over the weighted average period of 2.73 and 2.74 years, respectively. The aggregate intrinsic value is calculated as the difference between the fair value of the Company’s stock price and the exercise price of the options.

Simple Agreements for Future Equity	3 Months Ended	12 Months Ended
Simple Agreements for Future Equity	Mar. 31, 2024	Dec. 31, 2023
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.	16. 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 14—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 years ended December 31, 2023 and 2022, the Company recognized a gain of $2,752,430 and loss of $4,078,431, respectively, for the change in fair value of the Related Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Related Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $1,602,174. 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 years ended December 31, 2023 and 2022, the Company recognized a gain of $207,570 and a loss of $307,569, respectively, for the change in fair value of the Third Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the Third Party SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Third Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $120,826. 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.

Subsequent Events - Additional Information (Details)															1 Months Ended			3 Months Ended	12 Months Ended
Subsequent Events - Additional Information (Details)	May 15, 2024 USD ($)	May 14, 2024 $ / shares shares	May 03, 2024 USD ($)	May 02, 2024 USD ($) $ / shares shares	May 01, 2024 shares	Apr. 18, 2024	Mar. 29, 2024 USD ($)	Mar. 27, 2024 USD ($)	Feb. 19, 2024 USD ($) shares	Feb. 09, 2024 shares	Feb. 05, 2024 USD ($) shares	Feb. 02, 2024 USD ($) shares	Jan. 24, 2024 USD ($)	Dec. 14, 2023 USD ($) $ / shares shares	May 31, 2024 USD ($) shares $ / shares	Mar. 31, 2024 USD ($) $ / shares shares	Feb. 29, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	May 06, 2024 shares	Mar. 26, 2024 USD ($)	Jan. 31, 2024 shares
Subsequent Event [Line Items]
Aggregate principal amount														$ 3,500,000
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
Common stock, shares issued \| shares																20,221,589		20,221,589	16,019,256	6,445,599
Share based compensation by share based award options granted during the period shares \| shares																		54,000	821,998	235,109
Share based compensation by share based award options granted during the period exercise price per share \| $ / shares																		$ 0.61	$ 10.01	$ 2.77
Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Share based compensation by share based equity instruments other than options granted during the period shares \| shares																		673,253
2023 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Share based compensation by share based award options granted during the period shares \| shares																			0
GEM Agreement [Member]
Subsequent Event [Line Items]
Aggregate principal amount											$ 1,000,000
Monthly installments											100,000
Cash agreed to pay											$ 1,200,000
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.
Common Class A [Member]
Subsequent Event [Line Items]
Aggregate principal amount														1,500,000
Common stock shares issued \| shares																		17,910,455	13,708,122
Common stock, shares issued \| shares																			13,708,122	2,560,926
Common Class A [Member] \| GEM Agreement [Member]
Subsequent Event [Line Items]
Shares issuable under the terms of promissory note \| shares											2,000,000
Shares issued under the terms of promissory note \| shares																		139,470
Common Stock [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares																		20,221,589	16,019,256
Yorkville Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Pre paid advance for an aggregate principal amount														3,500,000
Pre paid Aadvance funded on merger														2,000,000
Pre paid advance funded on registration														$ 1,500,000
Discount on pre paid advance funded on merger														10
Discount on pre paid advance funded on registration														10
Percentage of excess shares issued and outstanding														19.99%
Increased principal amount agreed to advance											$ 1,000,000			$ 1,000,000
Aggregate principal amount											4,500,000			$ 4,500,000
Aggregate principal amount											1,000,000					$ 1,000,000		$ 1,000,000				$ 1,500,000
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares														300,000
Purchase price per share \| $ / shares														$ 10
Roth Addendum to Letter Agreements [Member]
Subsequent Event [Line Items]
Share issued \| shares												175,000
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, 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”).
Roth Addendum to Letter Agreements [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Share issued \| shares												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 \| shares												600,000
GEM Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Shares issued under the terms of promissory note \| shares																			139,470
Conversion of 7GC Promissory Notes [Member] \| Common Class A [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Share issued \| shares										890,611
Yorkville Convertible Note Agreement [Member]
Subsequent Event [Line Items]
Convertible note, term																			On January 24, 2024, Yorkville provided the Company with a waiver with respect to the triggering of an amortization event in January 2024, in terms of the Yorkville Convertible Note Agreement, which would have required the Company to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, 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. As a result of the waiver, no repayments were required by the Company, and the floor price trigger underlying the amortization event was reset on February 15, 2023, at which point the amortization event trigger was cured.
Subsequent Event [Member]
Subsequent Event [Line Items]
Minimum net tangible assets upon consummation of the Business Combination											50,000,000
Total assets and total revenue											50,000,000
Subsequent Event [Member] \| Share-Based Payment Arrangement, Employee [Member]
Subsequent Event [Line Items]
Share based compensation by share based award options granted during the period shares \| shares		1,200,000
Subsequent Event [Member] \| 2023 Equity Incentive Plan [Member] \| Employees and Non-Employee [Member]
Subsequent Event [Line Items]
Share based compensation by share based award options granted during the period shares \| shares		144,500
Subsequent Event [Member] \| 2023 Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member] \| Share-Based Payment Arrangement, Employee [Member]
Subsequent Event [Line Items]
Common stock vesting term		4 years
Share based compensation by share based award requisite service period		10 years
Subsequent Event [Member] \| 2023 Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Option [Member] \| Employees and Non-Employee [Member]
Subsequent Event [Line Items]
Common stock vesting term		4 years
Share based compensation by share based award requisite service period		10 years
Subsequent Event [Member] \| 2023 Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member] \| Employees and Non-Employee [Member]
Subsequent Event [Line Items]
Share based compensation by share based equity instruments other than options granted during the period shares \| shares		219,290
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] \| Minimum [Member] \| 2023 Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Employee [Member]
Subsequent Event [Line Items]
Share based compensation by share based award options granted during the period exercise price per share \| $ / shares		$ 1
Subsequent Event [Member] \| Maximum [Member] \| 2023 Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Employee [Member]
Subsequent Event [Line Items]
Share based compensation by share based award options granted during the period exercise price per share \| $ / shares		$ 5
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock, shares issued \| shares																					320,000
Subsequent Event [Member] \| Common Class A [Member] \| 2023 Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member] \| Employees and Non-Employee [Member]
Subsequent Event [Line Items]
Common stock vesting term		4 years
Subsequent Event [Member] \| Common Class A [Member] \| GEM Agreement [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares					260,443
Subsequent Event [Member] \| Common Class A [Member] \| Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares				334,336
Purchase amount				$ 100,000
Purchase price per share \| $ / shares				$ 0.2991
Offset amount				$ 100,000
Subsequent Event [Member] \| 7GC Sponsor Shares [Member]
Subsequent Event [Line Items]
Forfeiture of common stock shares \| shares																							100,000
Subsequent Event [Member] \| Common Stock [Member] \| Yorkville [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares															$ 0.28
Debt instruments number of equity instruments \| shares															360,136
Debt instrument converted instrument amount															$ 100,000
Subsequent Event [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Increased principal amount agreed to advance								$ 1,500,000			1,000,000
Aggregate principal amount								$ 4,500,000			$ 4,500,000
Discount on additional pre paid advance amount								10			10
Aggregate principal amount								$ 1,500,000			$ 1,000,000
Debt instrument, maturity date								Jun. 14, 2024			Jun. 14, 2024
Debt instrument, interest rate								0.00%			0.00%
Subsequent Event [Member] \| Roth Addendum to Letter Agreements [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Share issued \| shares												175,000
Shares issued for acquisition	$ 300,000						$ 300,000					$ 300,000
Stock issue value if payment not made in cash												$ 300,000
Stock issued during period shares additional shares \| shares												600,000
Subsequent Event [Member] \| GEM Agreement [Member]
Subsequent Event [Line Items]
Aggregate principal amount											$ 1,000,000
Monthly installments											100,000
Cash agreed to pay											$ 1,200,000
Subsequent Event [Member] \| GEM Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Shares issuable under the terms of promissory note \| shares											2,000,000
Subsequent Event [Member] \| Conversion of 7GC Promissory Notes [Member] \| Common Class A [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Share issued \| shares												890,611
Subsequent Event [Member] \| Yorkville Convertible Note Agreement [Member]
Subsequent Event [Line Items]
Percentage of outstanding monthly repayments													10.00%
Repayments													$ 0
Monthly installments													$ 1,000,000
Subsequent Event [Member] \| Yorkville SEPA Advance Purchase Notices [Member]
Subsequent Event [Line Items]
Purchase of common shares \| shares																	344,377
Aggregate purchase consideration																	$ 300,000
Subsequent Event [Member] \| Yorkville SEPA Advance Purchase Notices [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																	$ 0.7616
Subsequent Event [Member] \| Yorkville SEPA Advance Purchase Notices [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																	$ 1.2229
Subsequent Event [Member] \| Marketing Services Agreement [Member]
Subsequent Event [Line Items]
Compensation for services									$ 200,000
Ordinary shares issued \| shares									153,492
Subsequent Event [Member] \| Pre-Paid Yorkville Convertible Notes [Member]
Subsequent Event [Line Items]
Purchase of common shares \| shares																1,889,358
Aggregate purchase consideration																$ 1,200,000
Subsequent Event [Member] \| Pre-Paid Yorkville Convertible Notes [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																$ 0.633		$ 0.633
Subsequent Event [Member] \| Pre-Paid Yorkville Convertible Notes [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																$ 0.7042		0.7042
Subsequent Event [Member] \| Yorkville Deferred Fee Settlement [Member]
Subsequent Event [Line Items]
Purchase of common shares \| shares																710,025
Aggregate purchase consideration																$ 500,000
Subsequent Event [Member] \| Yorkville Deferred Fee Settlement [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																$ 0.633		0.633
Subsequent Event [Member] \| Yorkville Deferred Fee Settlement [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																$ 0.7042		$ 0.7042

Income Taxes - Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax benefit, percentage			21.00%	21.00%
Statutory federal income tax benefit, value			$ (3,025,315)	$ (3,248,385)
State taxes, net of federal tax benefit, percentage			1.50%	2.10%
State taxes, net of federal tax benefit, value			$ (219,705)	$ (327,095)
Change in valuation allowance, percentage			(14.40%)	(9.30%)
Change in valuation allowance, value			$ 2,079,231	$ 1,435,041
Change in state tax rate, percentage			(3.20%)	(0.10%)
Change in state tax rate, value			$ 462,709	$ 13,055
Change in fair value estimates, percentage			14.20%	(10.40%)
Change in fair value estimates, value			$ (2,050,026)	$ 1,610,993
Non-deductible interest - IRC 163(j), percentage			(5.10%)	0.00%
Non-deductible interest - IRC 163(j), value			$ 738,993
Non-deductible transaction/restructuring costs, percentage			(9.10%)	0.00%
Non-deductible transaction/restructuring costs, value			$ 1,313,792
Nondeductible warrant issuance expense, percentage			(3.80%)	0.00%
Nondeductible warrant issuance expense, value			$ 552,321
Other non-deductible expenses, percentage			(1.00%)	(3.30%)
Other non-deductible expenses, value			$ 148,000	$ 516,391
Effective tax rate, percentage			0.00%	0.00%
Effective tax rate, value	$ (933)	$ 3,277	$ 0	$ 0

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

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

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


	December 31,
	2023		2022
Prepaid expenses and other current assets:
Service Trade	$	364,384	$	97,875
Prepaid consulting costs		120,332		3,124
Prepaid data license and subscription costs		53,124		40,000
Prepaid commissions		51,472		69,737
Prepaid software costs		29,887		10,255
Prepaid merchant fees		26,224		26,401
Prepaid insurance costs		17,661		15,430
Prepaid advertising and marketing costs		11,074		32,178
Other current assets		66,997		38,507

Total prepaid expenses and other current assets	$	741,155	$	333,507

Related Party Transactions	3 Months Ended	12 Months Ended
Related Party Transactions	Mar. 31, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	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.	6. 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. Up to $500,000 of the December 2022 7GC Note may be drawn and used for Working Capital Drawdowns and up to $1,800,000 of the December 2022 7GC Note may be drawn and used for Extension Drawdowns. 7GC borrowed $1,100,000 under the December 2022 7GC Note on December 21, 2022, $900,000 of which was an Extension Drawdown and $200,000 of which was a Working Capital Drawdown. The December 2022 7GC Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date 7GC liquidates the Trust Account upon the failure to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the 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. The terms of the Converted Shares, if issued, will be identical to the terms of 7GC’s Public Shares, except that the Converted Shares (x) will not be registered under the Securities Act, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among 7GC, the Sponsor, and certain other parties thereto. The December 2022 7GC Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the December 2022 7GC Note and all other sums payable with regard to the December 2022 7GC Note becoming immediately due and payable. On February 9, 2023, 7GC borrowed an additional $177,500 under the December 2022 7GC Note which was a Working Capital Drawdown. During the three months ended June 30, 2023 an additional $122,500 was borrowed under the Working Capital Drawdown, for a total outstanding of $500,000. During the three months ended June 30, 2023 an additional $900,000 was borrowed as an Extensions drawdown, for a total outstanding of $1,800,000. 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 and is repayable in full upon the earlier of the consummation of a Business Combination or the date 7GC liquidates the Trust Account established in connection with 7GC’s Initial Public Offering upon the failure of 7GC to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the 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 remained outstanding as of December 31, 2023. As of December 31, 2023, $2,540,091 was outstanding on the loans. See Note 14—Debt for further details of these transactions and associated balances and Note 21—Subsequent Events for details related to the subsequent conversion of the 7GC Promissory Notes, in 2024. 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 December 31, 2023, the entire balance remained outstanding and is included within due to related party under current liabilities on the accompanying consolidated balance sheet. Legacy Banzai Related Party Transactions During 2022 and 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 14—Debt for further details related to these transactions and associated balances. Legacy Banzai also entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties during 2021. See Note 16—Simple Agreements for Future Equity for further details of these transactions and associated balances.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Deferred Revenue - Summary of Changes in Deferred Revenue (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred Revenue Disclosure [Abstract]
Deferred revenue, beginning of period	$ 1,214,096	$ 930,436	$ 1,060,040
Billings	1,110,682	4,781,924	5,040,665
Revenue recognized (prior year deferred revenue)	(861,496)	(930,436)	(1,004,697)
Revenue recognized (current year deferred revenue)	(217,976)	(3,567,828)	(4,165,572)
Deferred revenue, end of period	$ 1,245,306	$ 1,214,096	$ 930,436

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Dec. 14, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Cash equivalents			$ 0	$ 0
Allowance for credit losses			5,748	107,860
Bad debt expenses for accounts receivable			$ 65,013	142,162
Number of operating segments \| Segment			1
Goodwill, impairment loss			$ 0	0
Deferred offering costs			0	1,524,934	$ 3,233,097
Revenue	$ 1,079,472	$ 1,177,061	4,561,300	5,332,979
Advertising costs			$ 941,737	783,764
Three Customers [Member]
Summary of Significant Accounting Policies [Line Items]
Revenue				$ 259,635
Three Customers [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk, percentage				47.00%
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk, percentage				21.00%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk, percentage				16.00%
Customer Three [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk, percentage				10.00%
Computer Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives			3 years

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating income:
Revenue	$ 1,079,472	$ 1,177,061	$ 4,561,300	$ 5,332,979
Cost of revenue	381,380	412,226	1,444,618	1,956,964
Gross profit	698,092	764,835	3,116,682	3,376,015
Operating expenses:
General and administrative expenses	4,308,929	3,170,063	12,905,073	9,275,251
Depreciation expense	1,564	2,404	7,160	9,588
Impairment loss on operating lease			0	303,327
Total operating expenses	4,310,493	3,172,467	12,912,233	9,588,166
Operating loss	(3,612,401)	(2,407,632)	(9,795,551)	(6,212,151)
Other expenses (income):
GEM settlement fee expense	200,000	0
SEPA commitment fee and deferred fee expense			3,826,176	0
GEM warrant expense			2,448,000	0
GEM commitment fee expense			2,000,000
Other income, net	(4,118)	(62,538)	(62,985)	(150,692)
Interest income	(10)	(111)	(813)	0
Gain on extinguishment of liability	(527,980)	0	0	56,653
Loss on debt issuance	171,000	0
Change in fair value of convertible promissory notes	544,000	0	(34,000)	0
Change in fair value of convertible notes	544,000	0
Total other expenses, net	888,804	1,354,213	4,610,711	9,256,351
Loss before income taxes	(4,501,205)	(3,761,845)	(14,406,262)	(15,468,502)
Income tax (benefit) expense	(933)	3,277	0	0
Net loss	$ (4,500,272)	$ (3,765,122)	$ (14,406,262)	$ (15,468,502)
Net loss per share
Basic	$ (0.26)	$ (0.59)	$ (2.1)	$ (2.4)
Diluted	$ (0.26)	$ (0.59)	$ (2.1)	$ (2.4)
Weighted average common shares outstanding
Basic	17,355,609	6,382,180	6,853,733	6,441,116
Diluted	17,355,609	6,382,180	6,853,733	6,441,116
Nonrelated Party [Member]
Other expenses (income):
Interest expense	$ 451,399	$ 537,878	$ 2,631,060	$ 1,651,141
Change in fair value of warrant liability	(408,000)	0	(1,807,000)	0
Loss on modification of simple agreement for future equity			0	120,826
Change in fair value of simple agreement for future equity	0	22,861	(207,570)	307,569
Change in fair value of bifurcated embedded derivative liabilities	0	32,415	(1,404,863)	254,443
Related Party [Member]
Other expenses (income):
Interest expense	577,513	383,284	2,923,414	728,949
Change in fair value of warrant liability	(115,000)	0	115,000	0
Loss on modification of simple agreement for future equity			0	1,602,174
Change in fair value of simple agreement for future equity	0	303,139	(2,752,430)	4,078,431
Change in fair value of bifurcated embedded derivative liabilities	$ 0	$ 137,285	$ (3,063,278)	$ 606,857

Accrued Expenses and Other Current Liabilities - Summary of Summary of Accrued and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Accrued legal costs	$ 153,884	$ 2,694,439	$ 31,355
Accrued accounting and professional services costs	2,162,984	1,511,889	94,573
Sales tax payable	338,402	314,873	230,617
Excise tax payable	223,717	223,717	0
Accrued payroll and benefit costs	93,513	185,504	95,947
Deposits	54,102	54,102	0
Accrued streaming service costs	56,380	37,765	0
Accrued subscription costs	489,972	22,110	28,774
Accrued offering costs		0	261,090
Other current liabilities	289,760	149,841	3,017
Total accrued expenses and other current liabilities	$ 3,862,714	$ 5,194,240	$ 745,373

Fair Value Measurements - Summary of Changes in the Fair Value of the GEM Warrants Liability (Details) - GEM Warrants Liability [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	$ 641,000	$ 0
Issuance of GEM warrants		2,448,000
Change in fair value		(1,807,000)
Balance at March 31, 2024		641,000
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	641,000
Change in fair value	(408,000)
Balance at March 31, 2024	$ 233,000	$ 641,000

Equity	3 Months Ended	12 Months Ended
Equity	Mar. 31, 2024	Dec. 31, 2023
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. 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.	18. 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. 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 December 31, 2023, no shares of preferred stock were outstanding. On December 14, 2023, pursuant to the Merger, 2,328,823 outstanding shares of Preferred Stock were automatically converted into 1,432,443 shares of the Company’s Class A Common Stock pursuant to the Exchange Ratio. Refer to Note 4—Reverse Merger Capitalization with 7GC & Co. Holdings Inc. for further details. Restricted Stock In connection with the acquisition of Demio and High Attendance, the Company issued restricted stock to the selling shareholders and founders of Demio. 745,800 shares of the Company’s restricted Class A common stock were issued to the selling shareholders and founders of Demio and 81,908 shares of the Company’s restricted Class A common stock were issued to the High Attendance shareholder. All shares issued to the selling shareholders and founders of Demio vested and are outstanding as of December 31, 2023. On July 1, 2022, all shares issued to the High Attendance shareholder were cancelled and are not outstanding as of December 31, 2023 and 2022. Upon the closing of the Merger, the restrictions on the outstanding shares were lifted and the shares became freely tradeable. 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 at December 14, 2023 and December 31, 2023. In connection with the execution of the SEPA, the Company paid a cash structuring fee to Yorkville in the amount of $35,000 (the “Structuring Fee”). Additionally, (a) Legacy Banzai issued to Yorkville immediately prior to the Closing of the Merger on December 14, 2023 such number of shares of Legacy Banzai’s Class A common stock such that upon the Closing, Yorkville received 300,000 shares of Class A common stock (the “Closing Shares”) having an aggregate fair value of $3,288,000 at issuance, as a holder of shares of Class A common stock of Legacy Banzai, and (b) 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”). The aggregate fair value of the Structuring Fee, the Closing Shares, and the Deferred Fee of $3,823,000 was recorded to general and administrative expense upon execution of the SEPA. 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. Refer to Note 21 Subsequent Events for further details There were no Advance Notices issued pursuant to the SEPA during the year ended December 31, 2023 or as of the date that these financial statements were issued. Cantor Fee Agreement On December 28, 2023, the Company issued 1,113,927 shares of Class A Common Stock to Cantor pursuant to the Fee Reduction Agreement. See Note 17—Commitments and Contingencies for further details of this transaction.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Warrant Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Warrant Liabilities [Abstract]

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.

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.

15. Warrant Liabilities

Public Warrants

The Company assumed 11,500,000 Public Warrants in the Merger which remained outstanding as of December 31, 2023. 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 has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Merger, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Merger, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the average last sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders.

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

•

a 30-trading day

period ending three trading days before the Company sends the notice of redemption to the warrant holders.

the 30-day redemption

GEM Financing Arrangement

In May 2022, the Company entered into a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) (the “GEM Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM is to purchase from the Company (or its successor following a Reverse Merger Transaction (as defined in the GEM Agreement)) up to the number of duly authorized, validly issued, fully paid and

non-assessable

shares of common stock having an aggregate value of $100,000,000 (the “GEM Financing”). Further, in terms of the GEM Agreement, on the Public Listing Date, the Company was required to make and execute a warrant (“GEM Warrant”) granting GEM the right to purchase up to the number of common shares of the Company that would be equal to 3% of the total equity interests, calculated on a fully diluted basis, and at an exercise price per share equal to the lesser of (i) the

public offering price or closing bid price on the date of public listing or (ii) the quotient obtained by dividing $650 million by the total number of equity interests.

On December 13, 2023, the Company and GEM entered into a binding term sheet (the “GEM Term Sheet”) and, on December 14, 2023, a letter agreement (the “GEM Letter”), agreeing to terminate in its entirety the GEM Agreement by and between the Company and GEM, other than with respect to the Company’s obligation (as the post-combination company in the Merger) to issue the GEM Warrant granting 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. See

Note 21—Subsequent Events

for details related to the subsequent execution of the GEM Settlement Agreement and issuance of the final GEM convertible promissory note, in 2024.

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

The Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control in lieu of the Warrant, 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 1to conversion). The fair value of the Warrants on the grant date, as determined by the Monte Carlo simulation option pricing model, was $2,448,000 on December 15, 2023. The Company determined the Warrants were share issuance costs associated with an aborted offering. ASC 340 notes aborted offering costs may not be deferred and charged against proceeds of a subsequent offering. As such, the Company will record an expense for the corresponding fair value. As of December 31, 2023, the fair value of the Warrants, as determined by the Monte Carlo simulation option pricing model, was $641,000.

The GEM Warrant is subject to a restriction on exercise of the GEM Warrant such that 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.

Organization - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 14, 2023	Aug. 04, 2023	Dec. 31, 2022	Mar. 31, 2024	Dec. 31, 2023
Organization [Line Items]
Entity incorporation date				Sep. 30, 2015	Sep. 30, 2015
Common stock par value			$ 0.0001	$ 0.0001	$ 0.0001
Banzai International Inc [Member]
Organization [Line Items]
Enterprise valuation amount	$ 100,000,000
Total consideration payable in shares of class A common stock or shares of class B common stock	$ 100,000,000			$ 100,000,000	$ 100,000,000
7GC Common Stock [Member]
Organization [Line Items]
Common stock par value		$ 0.0001
Common stock price per share		$ 10
7GC Common Stock [Member] \| Banzai International Inc [Member]
Organization [Line Items]
Enterprise valuation amount		$ 100,000,000
Hyros [Member]
Organization [Line Items]
Percentage of voting interests planned to acquire			100.00%
Expected transaction price			$ 110,000,000

Deferred Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Deferred Revenue Disclosure [Abstract]

Summary of Changes in Deferred Revenue

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


	Three Months Ended March 31, 2024			Year Ended 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 change in deferred revenue was as follows for the periods indicated:


	December 31,
	2023			2022
Deferred revenue, beginning of period	$	930,436		$	1,060,040
Billings		4,781,924			5,040,665
Revenue recognized (prior year deferred revenue)		(930,436	)		(1,004,697	)
Revenue recognized (current year deferred revenue)		(3,567,828	)		(4,165,572	)

Deferred revenue, end of period	$	1,214,096		$	930,436

Asset Disposal	12 Months Ended
Asset Disposal	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Asset Disposal	5. Asset Disposal Disposal of High Attendance Assets On July 1, 2022, the Company sold the assets and liabilities of High Attendance, a subsidiary of the Company, back to its former owner (the “Buyer”), from whom the assets were originally purchased during the year ended December 31, 2020 pursuant to an Asset Purchase Agreement. At the time of the sale, the Buyer was employed by and a shareholder of the Company. The sale was accounted for as a nonmonetary transaction as the Company determined the sale of the High Attendance asset group represents the rescission of the prior acquisition of these assets in the asset acquisition which occurred during the year ended December 31, 2020. The assets and liabilities of High Attendance were exchanged for the cancellation of 81,908 shares of restricted Class A Common Stock of the Company, par value $0.0001 per share, held by the former owner of High Attendance, and which were previously granted to the Buyer as consideration for the acquisition of High Attendance during the year ended December 31, 2020. As additional consideration for the Buyer’s assumption of liabilities relating to the purchased assets of High Attendance, the Company paid $17,500 to the Buyer at closing. The shares of restricted Class A Common Stock had vesting terms over 24 months of continuous service from the date of the initial purchase during the year ended December 31, 2020. In accordance with the provisions of ASC 845 Nonmonetary Transactions , the Company recorded the cancellation of 81,908 shares of restricted Class A Common Stock as a reduction of additional paid in capital, and no gain or loss was recorded in this transaction.

Reverse Merger Capitalization with 7GC & Co. Holdings Inc. (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Reconciliation of the Merger to the Company's Consolidated Financial Statements

The following table reconciles the elements of the Merger to the consolidated statements of cash flows:


	Recapitalization
Deferred underwriting fees assumed	$	4,000,000
Convertible notes payable assumed		2,550,000
Warrant liabilities assumed		460,000
Less: effect on equity		(14,625,462	)

Effect of reverse recapitalization, net of transaction costs	$	(7,615,462	)

The following table reconciles the elements of the Merger to the consolidated statements of changes in stockholders’ deficit:


	Recapitalization
Cash	$	197,166
Non-cash net working capital assumed		(7,812,628	)
Deferred underwriting fees assumed		(4,000,000	)
Convertible notes payable assumed		(2,550,000	)
Fair value of assumed warrant liabilities		(460,000	)
Transaction costs		(3,233,097	)

Effect of reverse recapitalization	$	(17,858,559	)

The effect of the reverse recapitalization above differs from the effect of equity on the consolidated statements of cash flows, due to the transaction costs.

Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Components of lease expense:
Operating lease cost	$ 47,244	$ 51,448	$ 199,611	$ 191,483
Lease impairment cost			0	303,327
Sublease income	(52,542)	(51,083)	(204,324)	(177,588)
Total lease (income) cost	$ (5,298)	$ 366	$ (4,713)	$ 317,222

Deferred Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Deferred Revenue Disclosure [Abstract]

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 March 31, 2024			Year Ended 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.

13. Deferred Revenue

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 year ended December 31, 2023, the Company recognized $930,436 in revenue that was included in the prior year deferred revenue balance.

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


	December 31,
	2023			2022
Deferred revenue, beginning of period	$	930,436		$	1,060,040
Billings		4,781,924			5,040,665
Revenue recognized (prior year deferred revenue)		(930,436	)		(1,004,697	)
Revenue recognized (current year deferred revenue)		(3,567,828	)		(4,165,572	)

Deferred revenue, end of period	$	1,214,096		$	930,436

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,026,932	$ 2,093,718	$ 1,023,499
Accounts receivable		110,797	176,276
Less: Allowance for credit losses		(5,748)	(107,860)
Accounts receivable, net	34,670	105,049	68,416
Prepaid expenses and other current assets	1,073,914	741,155	333,507
Total current assets	2,135,516	2,939,922	1,425,422
Property and equipment, net	3,080	4,644	11,803
Goodwill	2,171,526	2,171,526	2,171,526
Operating lease right-of-use assets	90,308	134,013	307,258
Deferred offering costs		0	1,524,934
Other assets	38,381	38,381	38,381
Total assets	4,438,811	5,288,486	5,479,324
Current liabilities:
Accounts payable	8,336,909	6,439,863	1,100,249
Accrued expenses and other current liabilities	3,862,714	5,194,240	745,373
Bifurcated embedded derivative liabilities	0
Deferred underwriting fees	4,000,000	4,000,000	0
Deferred fee	0	500,000	0
Earnout liability	37,125	59,399	289,099
Due to related party	67,118	67,118	0
GEM commitment fee liability	0	2,000,000	0
Deferred revenue	1,245,306	1,214,096	930,436
Operating lease liabilities, current	158,965	234,043	284,963
Total current liabilities	35,206,386	37,089,615	29,284,339
Operating lease liabilities, non-current		0	234,043
Other long-term liabilities	75,000	75,000	75,000
Total liabilities	35,281,386	37,164,615	29,593,382
Commitments and contingencies
Stockholders' deficit:
Common stock	2,022	1,602	645
Preferred stock	0	0	0
Additional paid-in capital	20,421,999	14,888,593	8,245,359
Accumulated deficit	(51,266,596)	(46,766,324)	(32,360,062)
Total stockholders' deficit	(30,842,575)	(31,876,129)	(24,114,058)
Total liabilities and stockholders' deficit	4,438,811	5,288,486	5,479,324
Related Party [Member]
Current liabilities:
Simple agreement for future equity		0	8,802,196
Convertible notes	0	2,540,091	3,506,508
Bifurcated embedded derivative liabilities		0	1,936,827
Notes payable	3,082,650	2,505,137	0
Warrant liability	460,000	575,000	0
Nonrelated Party [Member]
Current liabilities:
Simple agreement for future equity		0	663,804
Convertible notes	3,709,889	2,693,841
Bifurcated embedded derivative liabilities		0	845,473
Notes payable	6,948,710	6,659,787	6,494,051
Warrant liability	233,000	641,000	0
CP BF [Member]
Current liabilities:
Convertible notes		2,693,841	2,276,534
Yorkville [Member]
Current liabilities:
Convertible notes	$ 3,064,000	$ 1,766,000	$ 1,408,826

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards		$ 26,705,200	$ 15,325,300
State net operating loss carryforwards		13,043,900	9,175,400
Unrecognized tax benefits		0	0	$ 0	$ 0
Interest and penalties		$ 0	$ 0
Open years related to all jurisdictions		2016
Open tax audits, description		The Company has no open tax audits with any taxing authority as of December 31, 2023.
Effective tax rate, percentage		0.00%	0.00%
Forecast [Member]
Operating Loss Carryforwards [Line Items]
Effective tax rate, percentage	0.00%
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards to expire		$ 124,500
Operating loss carryforwards indefinitely		26,580,700
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards to expire		10,666,100
Operating loss carryforwards indefinitely		$ 2,377,800

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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,

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

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

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

14. Debt

Convertible Notes

Convertible Notes—Related Party

On March 21, 2022, the Company issued a subordinated convertible promissory note (“Old Alco Note”) for a principal sum of $2,000,000 to Alco Investment Company (“Alco”), a related party. Alco held approximately 5% of the issued equity of the Company, through its ownership of Series A preferred stock. The Old Alco Note bore interest at a rate of 15% per annum until exchanged. The outstanding principal and accrued interest were due and payable on December 31, 2023 (“Original Maturity Date”), provided that, Alco could elect to extend the Original Maturity Date up to two times by additional

12-month

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

The embedded redemption put feature upon an Equity Financing is not clearly and closely related to the debt host instrument, was separated from the debt host and initially measured at fair value. Subsequent changes in fair value of the feature are recognized in the Consolidated Statement of Operations. The fair value (see

Note 8—Fair Value Measurements

) of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

Discounts to the principal amounts were included in the carrying value of the Old Alco Note and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $151,000 debt discount upon issuance of the Old Alco Note. For the year ended December 31, 2022, interest expense on the Old Alco Note totaled $124,621, comprised of $100,274 of contractual interest and $24,347 for the amortization of the discount. The effective interest rate was 20% prior to the exchange of the Old Alco Note as noted below.

On July 19, 2022, the Company and Alco entered into an exchange agreement whereby Alco and the Company agreed to the cancellation of the Old Alco Note in exchange for the issuance of a new subordinated convertible promissory note in the principal amount of $2,101,744 (representing the principal amount plus accrued interest under the Old Alco Note) (the “New Alco Note”). In accordance with ASC 470

Debt

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

Between July and September 2022, the Company issued additional subordinated convertible notes (together with the New Alco Note, the “2022 Related Party Convertible Notes”) for an aggregate amount of $4,200,538 to related parties Alco, Mason Ward and DNX. Between March and September 2023, the Company issued additional subordinate convertible notes (together with the 2022 Related Party Convertible Notes, the “Related Party Convertible Notes”) for an aggregate amount of $2,583,000 to related parties Alco, Mason Ward, DNX and William Bryant. DNX held in excess of 5% of the issued equity of the Company, through its ownership of Series A preferred stock. William Bryant will become a member of the Board of Directors upon completion of the Merger. The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a

majority-in-interest

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

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

Note 8—Fair Value Measurements

Discounts to the principal amounts are included in the carrying value of the Related Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $1,311,025 debt discount upon issuance of the above described Related Party Convertible Notes, which is comprised of $1,292,777 related to the bifurcated derivative and $18,248 of debt issuance costs. During the year ended December 31, 2023, the Company recorded a $1,126,451 debt discount upon issuance of additional Related Party Convertible Notes. For the year ended December 31, 2023, interest expense on the Related Party Convertible Notes totaled $2,307,013, comprised of $464,071 of contractual interest and $1,842,942 for the amortization of the discount.

March 2023 Amendment

In March 2023, the 2022 Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC

470-60,

Troubled Debt Restructurings, and ASC

470-50,

Conversion of Related Party Convertible Notes

On December 14, 2023, all outstanding principal and accrued interest, net of the remaining debt discount, related to the Related Party Convertible Notes, totaling $7,271,368 converted into

1,146,435 shares the Company’s Class A Common Stock pursuant to the close of the Merger Agreement and application of the exchange ratio.

Convertible Notes—Third Party

Between July and September 2022, the Company issued additional subordinated convertible notes (the “2022 Third Party Convertible Notes”) for an aggregate amount of $1,761,206 to third-party creditors. Between March and September 2023, the Company issued additional subordinate convertible notes (together with the 2022 Third Party Convertible Notes, the “Third Party Convertible Notes”) for an aggregate amount of $1,435,000 to third-party creditors. The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a

majority-in-interest

Note 8—Fair Value Measurements

Discounts to the principal amounts are included in the carrying value of the Third Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $548,871 debt discount upon issuance of the Third Party Convertible Notes, which is comprised of $541,223 related to the bifurcated derivative and $7,648 of debt issuance costs. During the year ended December 31, 2023, the Company recorded a $559,390 debt discount upon issuance of additional Third Party Convertible Notes. For the year ended December 31, 2023, interest expense on the Third Party Convertible Notes totaled $1,063,093, comprised of $188,059 of contractual interest and $875,034 for the amortization of the discount.

March 2023 Amendment

In March 2023, the 2022 Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC

470-60,

Troubled Debt Restructurings, and ASC

470-50,

Conversion of Third Party Convertible Notes

On December 14, 2023, all outstanding principal and accrued interest, net of the remaining debt discount, related to the Third Party Convertible Notes, totaling $3,346,232 converted into 529,867 shares the Company’s Class A Common Stock pursuant to the close of the Merger Agreement and application of the exchange ratio.

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 Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022:


	Related Party			Third Party
Face value of the convertible notes	$	4,200,538		$	1,761,206
Debt discount, net		(849,656	)		(398,034	)

Carrying value of the convertible notes		3,350,882			1,363,172
Accrued interest		155,626			45,654

Total convertible notes and accrued interest	$	3,506,508		$	1,408,826

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 year ended December 31, 2023, interest expense on the Alco August Promissory Note totaled $4,494, comprised of $4,044 of contractual accrued interest and $450 for the amortization of the discount. As of December 31, 2023, $150,000 of principal and $4,044 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 January 10, 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 year ended December 31, 2023, interest expense on the Alco September Promissory Note totaled $478,815, comprised of $30,575 of contractual accrued interest and $448,240 for the amortization of the discount. As of December 31, 2023, $1,500,000 of principal and $30,575 of accrued interest is outstanding under the Alco September Promissory Note recorded in note payable—related party on the balance sheets.

In connection with the issuance of the Alco September Promissory Note, the Company, 7GC and the Sponsor entered into a share transfer agreement (the “Alco October Share Transfer Agreement”) with Alco Investment Company, pursuant to which for each $10.00 in principal borrowed under the Alco September Promissory Note, 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, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to

150,000

. Pursuant to the Alco October Share Transfer Agreement, the shares are subject to an

180

-day

lock-up

period upon issuance of the shares.

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 year ended December 31, 2023, interest expense on the Alco November Promissory Note totaled $94,005, comprised of $7,397 of contractual accrued interest and $86,608 for the amortization of the discount. As of December 31, 2023, $750,000 of principal and $7,397 of accrued interest is outstanding under the Alco November Promissory Note recorded in note payable—related party on the consolidated balance sheets.

In connection with the issuance of the Alco November Promissory Note, the Company, 7GC and the Sponsor entered into a share transfer agreement (the “November 2023 Share Transfer Agreement”) with Alco Investment Company, pursuant to which for each $10.00 in principal borrowed under the Alco November Promissory Note, 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, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 75,000. Pursuant to the November 2023 Transfer Agreement, the shares are subject to an

180-day

lock-up

period upon issuance of the shares.

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 year ended December 31, 2023, interest expense on the Alco December Promissory Note totaled $39,087, comprised of $7,890 of contractual accrued interest and $31,197 for the amortization of the discount. As of December 31, 2023, $2,000,000 of principal and $7,890 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 issuance of the Alco December Promissory Note, the Company, 7GC and the Sponsor entered into a share transfer agreement (the “December 2023 Share Transfer Agreement”, together with the November 2023 Share Transfer Agreement and Alco October Share Transfer Agreement, the “Alco Share Transfer Agreements”) with Alco Investment Company, pursuant to which for each $10.00 in principal borrowed under the December 2023 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, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. Pursuant to the December Share 2023 Transfer Agreement, the shares are subject to an

180-day

lock-up

period upon issuance of the shares.

lock-up

180-day

lock-up

period commenced; a

re-levered

180-day

lock-up

period commenced; a

re-levered

180-day

lock-up

period commenced; a

re-levered

180-day

lock-up

period commenced; a

re-levered

Modification of Alco September Promissory Note

In December 2023, the September 2023 Alco Promissory Note was amended to extend the maturity date to September 30, 2024. Alco is a related party to the Company due to its ownership of over 10% of the issued

equity of the Company. The Company evaluated the terms of the 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 resulting from the First Amendment. Accordingly, the Company accounted for the 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 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 to be recognized in future periods.

Promissory Notes—7GC

The Company assumed two promissory notes in connection with the Merger which remained outstanding as of December 31, 2023. The promissory notes were issued on December 21, 2022 for a principal amount of $2,300,000 (“December 2022 7GC Note”) and on October 3, 2023 for a principal amount of $250,000 (“October 2023 7G Note, together with the December 2022 7GC Note, the “7GC Promissory Notes”). The 7GC Promissory Notes were issued to the Sponsor, 7GC & Co. Holdings LLC. The 7GC Promissory Notes do not bear interest and were repayable in full upon the earlier of the consummation of a business combination or the date the Company liquidates the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) upon the failure of the Company to consummate a business combination within the requisite time period. Under the original terms of the 7GC Promissory Notes, the Sponsor has the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $0.0001 par value per share, of the Company equal to the principal amount of the Note so converted divided by $10.00. As of December 31, 2023 and the Merger date, $2,550,000 was outstanding under the 7GC Promissory Notes. The combined balance of the outstanding amount of $2,550,000 offset by the effect of the modification as discussed below of $9,909 results in the $2,540,091 balance recorded on Consolidated Balance Sheets in Convertible notes—related party. See

Note 6—Related Party Transactions

for further details of these transactions and associated balances and

Note 21—Subsequent Events

for details related to the subsequent conversion of the 7GC Promissory Notes, in 2024.

Modification of Promissory Notes—7GC

On December 12, 2023, in connection with the Merger, the Sponsor came to a

non-binding

agreement (“First Amendment”) with the Company to amend the optional conversion provision of the 7GC Promissory Notes. The First Amendment provided that the holder has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the closing of the Merger (the “Closing”) at a conversion price equal to the average daily VWAP of the Class A Common Stock for the 30 trading days following the Closing. This amendment was deemed to be a debt modification in accordance with ASC 470, Debt, which will be accounted for prospectively. Modification does not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. Pursuant to ASC 470, if the modification or exchange of a convertible debt instrument is not accounted for as an extinguishment, the accounting for the change in the fair value of the embedded conversion option which increases the value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is recorded as a reduction to the carrying amount of the 7GC Promissory Notes with a corresponding increase to additional paid in capital. At the time of modification, it was determined the embedded conversion option value increased by $9,909 and was recorded as a reduction to the carrying amount of the 7GC Promissory Notes which are recorded on the Consolidated Balance Sheets in Convertible notes—related party.

Convertible Promissory Notes (Yorkville)

Global, LP (“Yorkville”), (refer to

Note 18—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 “Yorkville Convertible Note”) and $1,500,000 of which (the “Second Tranche”) will be funded upon the effectiveness of a registration statement for the resale under the Securities Act by Yorkville of the shares of Class A common stock issued under the SEPA pursuant to an Advance requested to be included in such registration statement; provided that if at the time of the initial filing of the registration statement, shares issuable under the Exchange Cap multiplied by the closing price on the day prior to such filing is less than $7,000,000, the Second Tranche will be further conditioned upon the Company obtaining stockholder approval to exceed the Exchange Cap. The registration statement was declared effective on February 14, 2024, and the value of shares issuable upon the initial filing of the registration statement was less than $7,000,000. On March 25, 2024 the Company obtained stockholder approval to exceed the Exchange Cap and the Second Tranche was funded.

The Company received net proceeds of $1,800,000 million after a

non-cash

original issue discount of $

million.

The Yorkville Convertible Note has a maturity date of June 14, 2024, and accrues interest at 0% per annum, subject to an increase to 18% per annum upon events of default as defined in the agreement. As of December 31, 2023, no events of default have occurred.

Additionally, 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 below). 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.

Upon the occurrence of certain triggering events, as defined in the Yorkville Convertible Note agreement (each an “Amortization Event”), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, 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. See

Note 21—Subsequent Events

for details related to the receipt by the Company of a an amortization event waiver, from Yorkville, in January, 2024.

As of December 31, 2023, the principal amount outstanding under the Yorkville Convertible Note is $2 million. During the year ended December 31, 2023, the Company recorded interest expense of $0 in connection with the Yorkville Convertible Note.

The Yorkville Convertible Note is required to be measured at fair value pursuant to ASC 480

Distinguishing Liabilities from Equity

(“ASC 480”) at the date of issuance, December 14, 2023, 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 Note as of December 14, 2023 and December 31, 2023 was $1,800,000 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 14, 2023, with the following inputs: the fair value of the Company’s common stock of $10.96 on the issuance date, estimated equity volatility of 43%, the time to

maturity of 0.5 years, a discounted market interest rate of 14.9%, a risk free rate of 5.30%, and probability of optional redemption 10.0%.

During the year ended December 31, 2023, the Company recorded a gain of $34,000 related to the change in fair value of the Yorkville Convertible Note liability. 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%.

Term and Convertible Notes (CP BF)

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

payable-in-kind

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

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

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

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

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

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

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

Note 8—Fair Value Measurements

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

Discounts to the principal amounts, relating to the debt issuance costs and embedded features, are included in the carrying value of the Convertible Notes and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $2,000 debt discount upon issuance of the Convertible Notes. For the year ended December 31, 2023, interest expense on the Term Note totaled $1,140,106, comprised of $1,058,230 of contractual interest and $81,876 for the amortization of the discount. The effective interest rate for the Term Note was 16% for years ended December 31, 2023 and 2022. For the year ended December 31, 2023, interest expense on the Convertible Notes totaled $422,507, comprised of $395,575 of contractual interest and $26,932 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 years ended December 31, 2023 and 2022. For the year ended December 31, 2022, interest expense on the Term Note totaled $1,110,296, comprised of $1,042,291 of contractual interest and $68,006 for the amortization of the discount. For the year ended December 31, 2022, interest expense on the Convertible Notes totaled $319,743, comprised of $303,121 of contractual interest and $16,622 for the amortization of the discount.

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.

Modification of Term and Convertible Notes (CP BF)

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

non-compliance

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

On December 14, 2023, the Company entered into the First Amendment to the Forbearance Agreement with the Lender. In particular, the Company agreed to pay the Lender an amount in cash equal to $23,748 (the “Amendment Fee”) on the execution date to extend the forbearance period from the four-month anniversary of the closing of the Merger to the

six-month

anniversary of the closing of the Merger. This amendment was deemed to be a debt modification in accordance with ASC 470, Debt, which will be accounted for prospectively. Modification does 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 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 convertible notes as of December 31, 2022:


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

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

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

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


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

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

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

- Definition

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.

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Goodwill - Summary of Goodwill (Details) - USD ($)	12 Months Ended
Goodwill - Summary of Goodwill (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 2,171,526	$ 2,171,526
Impairment	0	0
Goodwill, Ending Balance	$ 2,171,526	$ 2,171,526

- Definition

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

+ References + Details

Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($)	Total	Nonrelated Party [Member]	Related Party [Member]	Yorkville [Member]	GEM [Member]	Series A Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Nonrelated Party [Member]	Common Stock [Member] Related Party [Member]	Common Stock [Member] Yorkville [Member]	Common Stock [Member] GEM [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Nonrelated Party [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, 2021	$ (15,739,399)					$ 6,318,491	$ 828					$ 1,151,333					$ (16,891,560)
Balance (in Shares) at Dec. 31, 2021						2,328,823	8,276,972
Retroactive application of recapitalization at Dec. 31, 2021	6,318,491					$ (6,318,491)	$ (176)					6,318,667
Retroactive application of recapitalization, shares at Dec. 31, 2021						(2,328,823)	(1,758,003)
Adjusted balance, beginning of period at Dec. 31, 2021	(9,420,908)						$ 652					7,470,000					(16,891,560)
Adjusted balance, beginning of period, shares at Dec. 31, 2021							6,518,969
Conversion of simple agreement for future equity		$ 0	$ 0
Conversion of convertible notes		0	0
Modification of convertible notes payable			0
Shares issued to Yorkville for aggregate commitment fee	0
Shares issued under share transfer agreement			0
Exercise of stock options	$ 5,016						$ 1					5,015
Exercise of stock options in shares	8,538						8,538
Repurchase of shares in High Attendance sale							$ (8)					8
Repurchase of shares in High Attendance sale (in shares)							(81,908)
Stock-based compensation	$ 770,336											770,336
Net loss	(15,468,502)																(15,468,502)
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
Shares issued to Yorkville for aggregate commitment fee	0
Exercise of stock options	5,543						$ 1					5,542
Exercise of stock options in shares							8,538
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, 2022	(24,114,058)						$ 645					8,245,359					(32,360,062)
Balance (in Shares) at Dec. 31, 2022							6,445,599
Reverse recapitalization (Note 4)	(17,858,559)						$ 587					(17,859,146)
Reverse recapitalization (Note 4), shares							5,872,210
Conversion of simple agreement for future equity		456,234	6,049,766					$ 4	$ 55				$ 456,230	$ 6,049,711
Conversion of simple agreement for future equity, shares								41,626	551,949
Conversion of convertible notes		$ 3,346,232	7,271,368					$ 53	$ 115				$ 3,346,179	7,271,253
Conversion of convertible notes, shares								529,867	1,146,435
Modification of convertible notes payable			9,909											9,909
Shares issued to Yorkville for aggregate commitment fee	3,288,000						$ 30					3,287,970
Shares issued to Yorkville for aggregate commitment fee, shares							300,000
Shares issued under share transfer agreement			2,498,965											2,498,965
Issuance of Cantor fee shares							$ 111					(111)
Issuance of Cantor fee shares, shares							1,113,927
Exercise of stock options	$ 30,761						$ 2					30,759
Exercise of stock options in shares	17,643						17,643
Excise tax	$ 305,719											305,719
Stock-based compensation	1,245,796											1,245,796
Net loss	(14,406,262)																(14,406,262)
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 to Yorkville for aggregate commitment fee	500,000
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	3 Months Ended
Cover Page	Mar. 31, 2024
Document Information [Line Items]
Entity Registrant Name	Banzai International, Inc.
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Central Index Key	0001826011
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	206
Local Phone Number	414-1777
Entity Tax Identification Number	85-3118980
Entity Primary SIC Number	7372
Business Contact [Member]
Document Information [Line Items]
Contact Personnel Name	Joseph Davy
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

Revenue - Summary of Accounts Receivable, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Opening Balance	$ 105,049	$ 61,755	$ 68,416	$ 74,727
Closing Balance	$ 34,670	$ 105,049	$ 61,755	$ 68,416

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
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	13,076,619	370,998
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	748,086	370,998
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	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	828,533	0

Simple Agreements for Future Equity - Additional Information (Details) - USD ($)			3 Months Ended	12 Months Ended
	Dec. 14, 2023	Sep. 02, 2022	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	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		$ 120,826	$ 22,861	$ (207,570)	$ 307,569
Numerator used for obtaining conversion price		50,000,000
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		1,602,174	$ 303,139	$ (2,752,430)	$ 4,078,431
Numerator used for obtaining conversion price		$ 50,000,000
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

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

10-Q

of Regulation

S-X.

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.

, 2024.

Basis of Presentation

Principles of Consolidation

de-consolidated

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

non-recurring

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

Use of Estimates

Certain Risks and Uncertainties

Cash

The Company has no significant

off-balance-sheet

Accounts Receivable and Allowance for Credit Losses

No. 2016-13,

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

2016-13”)

The following table presents changes in the allowance for credit losses for the year ended December 31, 2023:


Balance—January 1, 2023	$	107,860
Change in provision for credit losses		(102,112	)

Balance—December 31, 2023	$	5,748

Property and Equipment

Goodwill

Deferred Offering Costs

In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see

Note 1—Organization

and

Note 4—Merger

) as an asset. These fees were recognized as a reduction of equity, upon Closing of the Merger on December 14, 2023.

Capitalized deferred offering costs consisted of the following, as of December 14, 2023 and December 31, 2022:


	December 14, 2023		December 31, 2022
SPAC-related legal fees	$	2,973,077	$	1,264,914
Investment bank advisory services		135,000		135,000
Federal Trade Commission filing fees		125,020		125,020

Total deferred offering costs capitalized	$	3,233,097	$	1,524,934

The entire balance of Deferred Offering Costs capitalized as of December 14, 2023, was reclassified to Additional

Paid-in-

Capital, on December 14, 2023, in connection with the closing of the

Mer

ger. As a result, there was no Deferred Offering Costs balance as of December 31, 2023.

Warrant Liabilities

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

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.

Warrant Liability

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.

Warrant Liabilities

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

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations.

Warrant Liability

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.

Simple Agreements for Future Equity - SAFE

Simple Agreements for Future Equity—SAFE

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

Distinguishing Liabilities from Equity

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

Concentration of Business and Credit Risk

off-balance

sheet risk of loss.

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

Loss Per Share

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


	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

Loss Per Share

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

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


	As of December 31,
	2023			2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(14,406,262	)	$	(15,468,502	)
Denominator:
Weighted average shares—basic and diluted		6,853,733			6,441,116
Net loss per share attributable to common stock—basic and diluted	$	(2.10	)	$	(2.40	)

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


	As of December 31,
	2023		2022
Options		748,086		370,998
Public warrants		11,500,000		—
GEM warrants		828,533		—

Total		13,076,619		370,998

Leases

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

right-of-use

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

non-current

The Company has lease agreements which contain both lease and

non-lease

Revenue Recognition

product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative stand

alone

selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price.

Costs of Revenue

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

Advertising Costs

Stock-Based Compensation

The Company expenses stock-based compensation to employees and

non-employees

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

Stock Compensation

Income Taxes

Income taxes are recorded in accordance with ASC 740,

Income Taxes

Derivative Financial Instruments

Note 7—Fair Value Measurements

and

Note 11—Debt

for further detail.

Derivative Financial Instruments

Note 8—Fair Value Measurements

and

Note 14—Debt

for further detail.

Fair Value of Financial Instruments

In accordance with FASB ASC 820

Fair Value Measurements and Disclosures

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.

2023

Fair Value of Financial Instruments

In accordance with FASB ASC 820

Fair Value Measurements and Disclosures

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.

Note 8—Fair Value Measurements

for fair value information).

Business Combinations

The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”),

Business Combinations

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In December 2023, the FASB issued ASU

2023-09

tax-related

In November 2023, the FASB issued ASU

2023-07, Segment

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In December 2023, the FASB issued ASU

2023-09

tax-related

Asset Disposal - Additional Information (Details) - USD ($)	Jul. 01, 2022	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock par value		$ 0.0001	$ 0.0001	$ 0.0001
High Attendance [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cancellation of shares	81,908
Liabilities relating to purchased assets	$ 17,500
Gain (loss) from cancellation of shares	$ 0
Restricted Stock [Member] \| Common Class A [Member] \| High Attendance [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cancellation of shares	81,908
Common stock par value	$ 0.0001
Common stock vesting term	24 months

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss attributable to common stock - basic	$ (4,500,272)	$ (3,765,122)	$ (14,406,262)	$ (15,468,502)
Net loss attributable to common stock - diluted	$ (4,500,272)	$ (3,765,122)	$ (14,406,262)	$ (15,468,502)
Denominator:
Weighted average shares - basic	17,355,609	6,382,180	6,853,733	6,441,116
Weighted average shares - diluted	17,355,609	6,382,180	6,853,733	6,441,116
Net loss per share attributable to common stock - basic	$ (0.26)	$ (0.59)	$ (2.1)	$ (2.4)
Net loss per share attributable to common stock - diluted	$ (0.26)	$ (0.59)	$ (2.1)	$ (2.4)

- Definition

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

+ References

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
-SubTopic 10
-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)
-Publisher FASB
-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
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
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- Definition

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.

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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.

+ References + Details

Accrued Expenses and Other Current Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accrued Liabilities and Other Liabilities [Abstract]

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

12. Accrued and Other Current Liabilities

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


	December 31, 2023		December 31, 2022
Accrued and other current liabilities:
Accrued legal costs	$	2,694,439	$	31,355
Accrued accounting and professional services costs		1,511,889		94,573
Sales tax payable		314,873		230,617
Excise tax payable		223,717		—
Accrued payroll and benefit costs		185,504		95,947
Deposits		54,102		—
Accrued streaming service costs		37,765		—
Accrued subscription costs		22,110		28,774
Accrued offering costs		—		261,090
Other current liabilities		149,841		3,017

Total accrued and other current liabilities	$	5,194,240	$	745,373

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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

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.

17. 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 0.76 years as of December 31, 2023 and consist primarily of office space.

2016-02

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

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

Leases

. The Company remains the primary obligor to the head lease lessor, making rental payments

directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor.

In evaluating long-lived assets for recoverability, the Company calculated the fair value of the sublease using its best estimate of future cash flows expected to result from the use of the asset. When undiscounted cash flows to be generated through the sublease is less than the carrying value of the underlying asset, the asset is deemed impaired. If it is determined that assets are impaired, an impairment loss is recognized for the amount that the asset’s book value exceeds its fair value. Based on the expected future cash flows, the Company recognized an impairment loss upon adoption of ASC 842

Leases

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

The components of lease expense, are as follows:


	For the Year Ended December 31,
Components of lease expense:	2023			2022
Operating lease cost	$	199,611		$	191,483
Lease impairment cost		—			303,327
Sublease income		(204,324	)		(177,588	)

Total lease (income) cost	$	(4,713	)	$	317,222

Supplemental cash flow information related to leases are as follows:


	For the Year Ended December 31,
Supplemental cash flow information:	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	173,245		$	152,018
Non-cash impairment of right to use assets (operating cash flow)		—			(303,327	)

Change in lease liabilities (operating cash flow)		(284,963	)		(243,596	)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—		$	762,603

Supplemental balance sheet information related to leases was as follows:


Operating leases:	December 31, 2023		December 31, 2022
Operating lease right-of-use assets	$	134,013	$	307,258

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

Total operating lease liabilities	$	234,043	$	519,006


Weighted-average remaining lease term:	December 31, 2023		December 31, 2022
Operating leases (in years)		0.76		1.76


Weighted-average discount rate:	December 31, 2023			December 31, 2022
Operating leases		6.76	%		6.74	%

Future minimum lease payments under

non-cancellable

lease as of December 31, 2023, are as follows:


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

Total undiscounted cash flows		240,818

Less discounting		(6,775	)

Present value of lease liabilities	$	234,043

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 Reduced Deferred Fee will be payable in the form of the Cantor Fee Shares, which will be calculated as a number of Class A Common Stock equal to the greater of (a) 400,000 or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of filing of a resale registration statement on Form

S-1,

as reported by Bloomberg through its “AQR” function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction). In connection with the merger discussed in

Note 4—Merger

, the Company assumed the outstanding liabilities of 7GC, including the above discussed deferred underwriting fee payable.

Pursuant to the Fee Reduction Agreement, the Company also 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”).

On December 28, 2023, the Company and Cantor amended the Fee Reduction Agreement to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 shares of Class A Common Stock and to provide that Cantor is subject to a

12-month

lock-up

with respect to the Cantor Fee Shares. On December 28, 2023, the Company issued the Cantor Fee Shares to Cantor, covering the Reduced Deferred Fee in accordance with the Fee Reduction Agreement. The fair value of the 1,113,927 shares of Class A Common Stock was determined to be $2,450,639 on December 28, 2023 based on the Company’s opening stock price of $2.20. Although the Company issued the Cantor Fee Shares, as of December 31, 2023, 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 December 31, 2023 balance sheet.

At each interim 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.

Legal Matters

In the regular course of business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess the probability that we could incur liability in connection with certain of these lawsuits. Our 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, we do not currently possess sufficient information to determine a range of reasonably possible liability.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	December 31,
	2023			2022
Computers and equipment	$	30,867		$	30,866
Less: accumulated depreciation		(26,223	)		(19,063	)

Property and equipment, net	$	4,644		$	11,803

Debt - Additional Information (Details) - USD ($)								3 Months Ended		7 Months Ended	12 Months Ended
Debt - Additional Information (Details) - USD ($)	Dec. 14, 2023	Dec. 13, 2023	Nov. 16, 2023	Oct. 03, 2023	Sep. 13, 2023	Jul. 19, 2022	Mar. 21, 2022	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 21, 2022	Sep. 30, 2022
Debt Instrument [Line Items]
Aggregate principal amount	$ 3,500,000
Loss on extinguishment of debt								$ (527,980)	$ 0		$ 0	$ 56,653
7GC & Co. Holdings Inc. [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share													$ 10
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										200,000
2022 Convertible Notes [Member]
Debt Instrument [Line Items]
Interest expense									151,624		1,063,093
Debt related commitement fees and debt issuance costs									116,907		875,034
Interest expense debt									34,717		188,059
Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount	1,800,000										1,766,000
Interest expense											0
Yorkville Convertible Note [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 2,000,000
Debt instrument, interest rate	0.00%
Debt instrument, maturity date	Jun. 14, 2024
Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount								3,064,000			$ 1,766,000
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
Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 2,101,744	$ 2,000,000
Debt instrument, interest rate							15.00%
Debt instrument, conversion percentage							85.00%
Debt instrument, convertible terms							The outstanding principal and interest under the Old Alco Note was, at the Holder’s election, either (i) effective upon the closing of an Equity Financing (as defined in the agreement), to be converted into shares of the same series of preferred stock of the Company issued to other investors in the Equity Financing (the “Equity Financing Securities”) at a conversion price equal to 85% of the price per share of Equity Financing Securities paid by the other investors in the Equity Financing, with any resulting fraction of a share rounded to the nearest whole share (with 0.5 being rounded up) (the “Conversion Option”) or (ii) immediately prior to the closing of an Equity Financing, become due and payable in cash.
Debt discount upon issuance												151,000
Interest expense debt												124,621
Contractual interest												100,274
Amortization of discount												$ 24,347
Effective interest rate percentage												20.00%
Loss on extinguishment of debt						$ 56,653
Alco Manson Ward and D N X [Member]
Debt Instrument [Line Items]
Aggregate principal amount														$ 4,200,538
Series A Preferred Stock [Member] \| Alco [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage							5.00%				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%	5.00%		5.00%
Class A Common Stock [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,500,000
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]
Debt Instrument [Line Items]
Debt instrument, maturity date range, end											Sep. 30, 2024
Alco September Promissory Note [Member] \| Alco October Share Transfer Agreement [Member] \| 7GC & Co. Holdings Inc. [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share					$ 10
Debt conversion, description											for each $10.00 in principal borrowed under the Alco September Promissory Note, 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
Number of shares issued upon conversion of promissory note					150,000
Alco September Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 1,500,000
Equity percentage owned percentage											10.00%
Debt instrument, interest rate					8.00%
Debt instrument, maturity date					Jan. 10, 2024
Debt discount upon issuance					$ 638,808
Interest expense								$ 91,563			$ 478,815
Debt related commitement fees and debt issuance costs								61,645			448,240
Principal amount outstanding								1,500,000			1,500,000
Accrued interest outstanding								60,493			30,575
Interest expense debt								29,918			30,575
Debt issuance costs					$ 8,588
Debt instrument, maturity date					Sep. 30, 2024
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 September Promissory Note [Member] \| Class A Common Stock [Member] \| Alco October Share Transfer Agreement [Member] \| 7GC & Co. Holdings Inc. [Member]
Debt Instrument [Line Items]
Number of shares issued upon conversion of promissory note					1
Alco September Promissory Note [Member] \| Class B Common Stock [Member] \| Alco October Share Transfer Agreement [Member] \| 7GC & Co. Holdings Inc. [Member]
Debt Instrument [Line Items]
Number of shares forfeited upon conversion of promissory note					1
Alco November Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate			8.00%
Debt instrument, maturity date			Apr. 13, 2024
Debt instrument unamortized debt issuance costs gross			$ 363,905
Interest expense								248,285			94,005
Debt related commitement fees and debt issuance costs								233,326			86,608
Principal amount outstanding								750,000			750,000
Accrued interest outstanding								22,356			7,397
Interest expense debt								14,959			7,397
Alco November Promissory Note [Member] \| Maximum [Member] \| Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 750,000
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 instrument unamortized debt issuance costs gross		$ 1,496,252						232,216
Interest expense											39,087
Debt related commitement fees and debt issuance costs								192,326			31,197
Principal amount outstanding								2,000,000			2,000,000
Accrued interest outstanding								47,780			7,890
Interest expense debt								39,890			$ 7,890
Alco December Promissory Note [Member] \| Maximum [Member] \| Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 2,000,000
Nonrelated Party [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 3,346,232
Debt instrument, interest rate										8.00%	8.00%	8.00%
Debt instrument, conversion percentage										80.00%
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) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest of the Notes then outstanding on or after September 1, 2023, (b) consummation of a Liquidity Event (as defined in the agreement), or (c) the written demand by the Majority Holders (as defined in the agreement) after an Event of Default (as defined in the agreement) has occurred. In the event of a Liquidity Event (as defined below) while this Note is outstanding, immediately prior to the closing of such Liquidity Event and in full satisfaction of this Note, an amount equal to the greater of (a) the Outstanding Amount, or (b) two times (2x) the principal amount of this Note then outstanding shall become immediately due and payable in cash.	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		$ 2,631,060	$ 1,651,141
Conversion of stock, shares converted	529,867
Numerator used for obtaining conversion price										$ 50,000,000
Nonrelated Party [Member] \| Additional Subordinated Convertible Notes 2022 [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period											$ 559,390	548,871
Nonrelated Party [Member] \| Additional Subordinated Convertible Notes 2022 [Member] \| Bifurcated Derivative Portion [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period												541,223
Nonrelated Party [Member] \| Additional Subordinated Convertible Notes 2022 [Member] \| Debt Portion [Member]
Debt Instrument [Line Items]
Debt instrument unamortized debt issuance costs incurred during the period												$ 7,648
Related Party Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 7,271,368
Debt instrument, interest rate										8.00%	8.00%	8.00%
Debt instrument, conversion percentage										80.00%
Debt instrument, convertible terms										The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest of the Notes then outstanding on or after September 1, 2023, (b) consummation of a Liquidity Event (as defined in the agreement), or (c) the written demand by the Majority Holders (as defined in the agreement) after an Event of Default (as defined in the agreement) has occurred. In the event of a Liquidity Event (as defined below) while this Note is outstanding, immediately prior to the closing of such Liquidity Event and in full satisfaction of this Note, an amount equal to the greater of (a) the Outstanding Amount, or (b) two times (2x) the principal amount of this Note then outstanding shall become immediately due and payable in cash.
Debt discount upon issuance									707,000		$ 1,126,451	$ 1,311,025
Interest expense									383,284		2,307,013
Debt related commitement fees and debt issuance costs									292,862		1,842,942
Interest expense debt									$ 90,422		$ 464,071
Conversion of stock, shares converted	1,146,435
Numerator used for obtaining conversion price										$ 50,000,000
Bifurcated derivative												1,292,777
Debt issuance costs												$ 18,248
Related Party Convertible Notes [Member] \| Alco Manson Ward D N X And William Bryant [Member]
Debt Instrument [Line Items]
Aggregate principal amount										$ 2,583,000

Deferred Revenue - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Deferred Revenue Disclosure [Abstract]
Recognition of deferred revenue	$ 861,496	$ 930,436	$ 930,436

Revenue - Additional Information (Details)	3 Months Ended		12 Months Ended
Revenue - Additional Information (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) Customer	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Payment term	30 days		30 days
Number of customers, which is also vendor \| Customer			1
Services revenue from vendor customer			$ 375,000	$ 293,500
Accounts receivable contractual term	The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer.		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	$ 299,450	434,446
Capitalized commissions	$ 38,462	$ 54,376	$ 51,472	$ 69,737	$ 90,662
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.		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.		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. Service Trade Revenue The Company has one customer for which the customer is also a vendor. For this one customer, the Company exchanged services for approximately $375,000 and $293,500, during the years ended December 31, 2023 and 2022, respectively.

Stock-Based Compensation - Additional Information (Details) - USD ($)			3 Months Ended		12 Months Ended
	Dec. 03, 2023	Jul. 19, 2017	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 14, 2023	Dec. 31, 2021	Apr. 26, 2016
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized			275,000,000		275,000,000	275,000,000	350,000,000
Stock options awarded			54,000		821,998	235,109
Expected dividend yield			0.00%		0.00%
Repricing outstanding stock option	359,673
Exercise price	$ 5.15
Incremental compensation cost from modification	$ 113,475
Unvested stock based compensation expense	89,626
Vested stock based compensation expense	$ 23,849
Exercise price per share			$ 5.52		$ 5.87	$ 2.13	$ 5.87	$ 1.87
Option to purchase ggregate number of shares			801,372		748,086	370,998	748,087	480,492
Weighted average grant date fair value			$ 0.61	$ 8.48	$ 4.86	$ 0.77
Unrecognized compensation expense related to unvested options			$ 2,364,604	$ 2,644,032	$ 2,594,571	$ 160,203
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	2 years 8 months 23 days	2 years 8 months 26 days
Substitute Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price per share							$ 0.6147
RSUs [Member]
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	$ 1,245,796	$ 770,336
2016 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized									400,000
Number of share option increases		2,400,000
Expiration period					10 years
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period			10 years		10 years
Stock options awarded			2,848,823		572,172
Stock options awarded					0
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.		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%		12.50%
Expiration date			Jan. 01, 2033		Jan. 01, 2033
Percentage of number of shares of fully diluted common stock			5.00%		5.00%

Subsequent Events	3 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2024	Dec. 31, 2023
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 submitte d 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 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 price applicable to this purchase is approximately $0.28 per share. On May 14, 2024, the Company granted 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 over a period of four years, have a term of 10 years and have exercise prices ranging from $1 to $5. On this same date, the Company granted 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 Company granted 219,290 RSUs covering shares of Company’s Class A common stock, to various employees and outside contractors, under the Plan. These RSUs vest over a period of four years.	21. Subsequent Events Yorkville SEPA Supplemental Agreement As previously disclosed, pursuant to the SEPA, dated December 14, 2023, between the Company and Yorkville, Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, a Pre-Paid Advance for an aggregate principal amount of up to $3.5 million, $2.0 million (less a 10% discount) of which was funded at the closing of the Company’s Merger and $1.5 million (less a 10% discount) of which was to be funded when the Company’s Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on December 29, 2023, and amended on February 5, 2024, becomes effective and the Company obtains stockholder approval for the issuance of shares in excess of 19.99% of the aggregate number of shares of the Company’s Class A common stock issued and outstanding as of the date of the SEPA in accordance with the applicable rules of Nasdaq. On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of the Pre-Paid Advance under the SEPA by $1.0 million (the “Additional Pre-Paid Advance Amount”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company under the SEPA and SEPA Supplemental Agreement. The Additional Pre-Paid Advance Amount (less a 10% discount) was funded on February 5, 2024 in exchange for a promissory note in the principal amount of $1.0 million (the “Yorkville Promissory Note”). The Yorkville Promissory Note matures on June 14, 2024 and bears interest at a rate of 0%, subject to certain adjustments. On March 27, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA March Supplemental Agreement”) to increase the amount of the Pre-Paid Advance under the SEPA by $1.5 million (the “March Additional Pre-Paid Advance Amount”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company under the SEPA, SEPA Supplemental Agreement, and SEPA March Supplemental Agreement. The March Additional Pre-Paid Advance Amount (less a 10% discount) was funded on March 27, 2024 in exchange for a promissory note in the principal amount of $1.5 million (the “March Yorkville Promissory Note”). The March Yorkville Promissory Note matures on June 14, 2024 and bears interest at a rate of 0%, subject to certain adjustments. Yorkville Advance Agreement Amortization Event Waiver On January 24, 2024, Yorkville provided the Company with a waiver with respect to the triggering of an amortization event in January 2024, in terms of the Yorkville Convertible Note Agreement, which would have required the Company to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, 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. As a result of the waiver, no repayments were required by the Company, and the floor price trigger underlying the amortization event was reset on February 15, 2023, at which point the amortization event trigger was cured. Yorkville SEPA Advance Purchase Notices and Yorkville Deferred Fee Settlement In February, 2024, Yorkville submitted two Advance Notice Investor Notices, 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. Yorkville purchased a total of 344,377 shares, for a total aggregate purchase consideration of $300,000. The conversion prices applicable to these purchases ranged from $0.7616 to $1.2229 per share. In March, 2024, Yorkville submitted six Advance Notice Investor Notices, 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 and to settle the Deferred Fee payable to Yorkville. Yorkville purchased a total of 1,889,358 and 710,025 shares, for a total aggregate purchase consideration of $1,200,000 and $500,000 in settlement of the Yorkville Convertible Notes and Deferred Fee, respectively. The conversion prices applicable to these purchases ranged from $0.6330 to $0.7042 per share. Roth Addendum to Letter Agreements On October 13, 2022, 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 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, 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 annual financial statements. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 5, 2024, the Company received a letter (the “Letter”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive business days prior to the date of the Letter, the Company’s Minimum Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). The staff at Nasdaq also noted in the Letter that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(A), which requires listed companies to have total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or for two of the three most recently completed fiscal years. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until August 5, 2024, to regain compliance. The Letter notes that to regain compliance, the Company’s MVLS must close at or above $50 million for a minimum of ten consecutive business days during the compliance period. The Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by August 5, 2024, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The Company intends to actively monitor the Company’s MVLS between now and August 5, 2024, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. GEM Agreement 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 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 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 the date of this Annual Report, we have issued an aggregate of 139,470 shares of Class A Common Stock to GEM in lieu of monthly payment obligations. Conversion of 7GC Promissory Notes As discussed per Note 14—Debt , On December 12, 2023, in connection with the Merger, the Sponsor came to a non-binding agreement with 7GC to amend the 7GC Promissory Notes, to provide that 7GC has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 days after the closing of the Merger at a conversion price equal to the average daily VWAP of the Class A Common Stock for the 30 trading days following the Closing. On February 2, 2024, pursuant to and in accordance with the First Amendment Conversion Provisions, the Sponsor exercised its right to convert the full principal amount under each of the 7GC Notes within 30 days after the Closing, and such conversions were completed on February 2, 2024, resulting in the issuance to the Sponsor of an aggregate of 890,611 shares of Class A Common Stock (collectively, the “Conversion and Issuance”). Forfeiture and Cancellation of 7GC Sponsor Shares In January 2024, the Company and 7GC entered into an agreement whereby 7GC agreed to forfeit a total of 100,000 shares held by 7GC. These shares were transferred to the Company and subsequently cancelled. Issuance of Shares as Compensation for Marketing Agreement On February 16, 2024, the Company entered into a Marketing Services Agreement with a vendor. This agreement was effective February 19, 2024, and relates to the provision of marketing and distribution services to the Company. Effective as of February 19, 2024, as compensation for these services, the Company agreed to issued to this vendor a total of 153,492 ordinary shares, with a market value as of the valuation date, of $200,000. As of the date of this annual report, these shares have not yet been issued to the vendor.

Revenue - Summary of Revenue by Region (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Amount	$ 1,079,472	$ 1,177,061	$ 4,561,300	$ 5,332,979
Americas [Member]
Disaggregation of Revenue [Line Items]
Amount	582,827	669,775	2,677,050	3,307,129
Europe, Middle East and Africa (EMEA) [Member]
Disaggregation of Revenue [Line Items]
Amount	386,250	407,910	1,511,886	1,588,539
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 110,395	$ 99,376	$ 372,364	$ 437,311
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	100.00%	100.00%	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%	59.00%	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%	33.00%	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%	8.00%	8.00%

- Definition

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.

+ References + Details

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

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

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

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

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

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

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

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

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

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

+ Details

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating leases:
Operating lease right-of-use assets	$ 90,308	$ 134,013	$ 307,258
Operating lease liability, current	158,965	234,043	284,963
Operating lease liability, long-term		0	234,043
Total operating lease liabilities	$ 158,965	$ 234,043	$ 519,006
Weighted-average remaining lease term:
Operating leases (in years)	6 months 3 days	9 months 3 days	1 year 9 months 3 days
Weighted-average discount rate:
Operating leases	6.78%	6.76%	6.74%

Property and Equipment - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,564	$ 2,404	$ 7,160	$ 9,588

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Maturities of lease liabilities:
Remainder of 2024	$ 162,202
2024		$ 240,818
Total undiscounted cash flows	162,202	240,818
Less discounting	(3,237)	(6,775)
Present value of lease liabilities	$ 158,965	$ 234,043	$ 519,006

Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation		$ (26,223)	$ (19,063)
Property and equipment, net	$ 3,080	4,644	11,803
Computers and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 30,867	$ 30,866

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

11. Goodwill

The following summarizes our goodwill activity during the years ended December 31, 2023 and 2022:


	Total
Goodwill—December 31, 2021	$	2,171,526
Impairment		—

Goodwill—December 31, 2022		2,171,526
Impairment		—

Goodwill—December 31, 2023	$	2,171,526

As the Company has one operating segment which was deemed to be its only reporting unit, goodwill is allocated to that one reporting unit and the carrying value is determined based on the equity of the entire company for purposes of evaluating goodwill impairment. The last quantitative goodwill impairment analysis was performed on December 31, 2022 where the Company determined that the carrying value of the Company’s reporting unit was negative. As of December 31, 2023, the date of the last goodwill impairment analysis, the reporting unit had a negative carrying value. No impairment of goodwill was identified as of December 31, 2023 or 2022, respectively.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accrued Liabilities and Other Liabilities [Abstract]

Summary of Accrued 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

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


	December 31, 2023		December 31, 2022
Accrued and other current liabilities:
Accrued legal costs	$	2,694,439	$	31,355
Accrued accounting and professional services costs		1,511,889		94,573
Sales tax payable		314,873		230,617
Excise tax payable		223,717		—
Accrued payroll and benefit costs		185,504		95,947
Deposits		54,102		—
Accrued streaming service costs		37,765		—
Accrued subscription costs		22,110		28,774
Accrued offering costs		—		261,090
Other current liabilities		149,841		3,017

Total accrued and other current liabilities	$	5,194,240	$	745,373

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	275,000,000	275,000,000
Common stock, shares issued	20,221,589	16,019,256	6,445,599
Common stock, shares outstanding	20,221,589	16,019,256	6,445,599
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	75,000,000	75,000,000	75,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Accounts receivable allowance for credit loss	$ 3,557	$ 5,748
Class A Common Stock [Member]
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares issued		13,708,122	2,560,926
Common stock, shares outstanding	17,910,455	13,708,122	2,560,926
Class B Common Stock [Member]
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares issued		2,311,134	3,884,673
Common stock, shares outstanding	2,311,134	2,311,134	3,884,673

Organization	3 Months Ended	12 Months Ended
Organization	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [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.	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. Furthermore, the historical financial statements of Legacy Banzai became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements included in this Annual Report 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. Termination of Hyros Acquisition and Amended Merger Agreement with 7GC In December 2022, the Company entered into an Agreement and Plan of Merger with Hyros, Inc., (“Hyros”) (the “Hyros Purchase Agreement”) whereby Banzai would acquire 100% of the issued share capital of Hyros for approximately $110 million in a primarily stock transaction. The acquisition was expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market, to significantly enhance the Banzai platform and accelerate its long-term revenue growth and operational efficiency. Concurrently, in December 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with 7GC & Co. Holdings Inc. (“7GC”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, pending the close of the Hyros Purchase Agreement. On July 31, 2023, Banzai sent a notice of termination to Hyros. On August 1, 2023, Banzai and Hyros terminated the Hyros Purchase Agreement and the Hyros Side Letter (the “Hyros Transaction Termination”), with immediate effect, in connection with the inability to procure the Hyros audited financial statements on the timeline contemplated by the Hyros Purchase Agreement. On August 4, 2023, the Company entered into an Amendment to the Agreement and Plan of Merger and Reorganization (the “Amended Merger Agreement” and together with the Original Merger Agreement, the “Merger Agreement”) with 7GC (the “Merger”). As a result of the Merger Agreement, all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock, par value $0.0001 per share, 7GC Common Stock determined based on a pre-money enterprise valuation of Banzai of $100 million and a $10.00 price per share of 7GC Common Stock. 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 other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard. Therefore, the Company’s financial statements may not be comparable to certain public companies.

Prepaid Expenses and Other Current Assets

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

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

10. Prepaid Expenses and Other Current Assets

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


	December 31,
	2023		2022
Prepaid expenses and other current assets:
Service Trade	$	364,384	$	97,875
Prepaid consulting costs		120,332		3,124
Prepaid data license and subscription costs		53,124		40,000
Prepaid commissions		51,472		69,737
Prepaid software costs		29,887		10,255
Prepaid merchant fees		26,224		26,401
Prepaid insurance costs		17,661		15,430
Prepaid advertising and marketing costs		11,074		32,178
Other current assets		66,997		38,507

Total prepaid expenses and other current assets	$	741,155	$	333,507

Debt - Additional Information (Details 4) - CP BF Lending, LLC [Member] - USD ($)		3 Months Ended	12 Months Ended
	Feb. 19, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2021
Debt Instrument [Line Items]
Additional loan principal amount	$ 7,000,000
Exit fee percentage	1.00%
Debt covenant description			The Loan Agreement contains customary covenants, including restrictions on the Company’s ability to incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets, among others. The Loan Agreement also contains other financial covenants related to minimum gross profit margin, minimum ARR (Annual Recurring Revenue) growth rate, and fixed charge ratio, among other financial covenants per the terms of the Loan Agreement.
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.	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]
Percentage of additional borrowing principal amount	81.25%
Debt instrument, interest rate	14.00%			14.00%
Frequency of periodic interest payment	monthly			monthly
Accrued interest payable-in-kind	1.50%			1.50%
Cash interest default percentage	20.00%
Interest payable-in-kind default percentage	0.00%
Convertible Notes [Member]
Debt Instrument [Line Items]
Percentage of additional borrowing principal amount	18.75%
Accrued interest payable-in-kind	$ 15.5			$ 15.5

Goodwill - Additional Information (Details)	12 Months Ended
Goodwill - Additional Information (Details)	Dec. 31, 2023 USD ($) Segment ReportingUnit	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of operating segments \| Segment	1
Number of reporting units \| ReportingUnit	1
Impairment of goodwill \| $	$ 0	$ 0

Warrant Liabilities - Additional Information (Details) - USD ($)			3 Months Ended	12 Months Ended
	Dec. 14, 2023	Dec. 13, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 15, 2023	Dec. 31, 2022	May 31, 2022
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.	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.	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.
Warrants exercisable			0
Common stock, value, issued			$ 2,022	$ 1,602		$ 645
Fair value of warrants			$ 233,000	$ 641,000	$ 2,448,000
Contractual term			60 days
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.	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.
Percentage of right to convert warrant to common shares							3.00%
Warrants and rights outstanding							$ 650,000,000
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] \| Share Purchase Agreement [Member]
Warrant Liabilities [Line Items]
Common stock, value, issued							$ 100,000,000
Gem Agreement [Member] \| GEM Term Sheet [Member]
Warrant Liabilities [Line Items]
Convertible debenture	$ 2,000,000	$ 2,000,000		$ 2,000,000
Convertible debenture maturity period	5 years	5 years
Coupon rate	0.00%	0.00%
Commitment fee expense				$ 2,000,000
Class A Common Stock [Member] \| Gem Agreement [Member]
Warrant Liabilities [Line Items]
Convertible debenture			$ 900,000
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%	3.00%
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding			11,500,000	11,500,000
Warrants exercise price			$ 11.5	$ 11.5
Warrant expiration period			5 years	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	$ 18
Public Warrants [Member] \| Class A Common Stock [Member]
Warrant Liabilities [Line Items]
Warrants exercisable				0
Redemption trigger price			$ 18	$ 18
Fractional shares issued upon exercise of common stock			0	0

Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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

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 Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022:


	Related Party			Third Party
Face value of the convertible notes	$	4,200,538		$	1,761,206
Debt discount, net		(849,656	)		(398,034	)

Carrying value of the convertible notes		3,350,882			1,363,172
Accrued interest		155,626			45,654

Total convertible notes and accrued interest	$	3,506,508		$	1,408,826

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 convertible notes as of December 31, 2022:


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

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

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

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


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

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

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